RECORD OF PROCEEDINGS

Longmont, Colorado

December 18, 1913



The first meeting of the Board of Directors of The Boulder & White Rock Ditch & Reservoir Company was held at the office of the Secretary at 2:00 o'clock P.M. J. R. Forsyth was elected Chairman of the meeting and W. L. McCaslin, Secretary. One share of the capital stock of the company was issued to John Larson, J. R. Forsyth, Andrew Mossberg, Thomas Kneale and Frank Tyler. The following by-laws were then read and adopted section by section:

BY-LAWS OF

THE BOULDER & WHITE ROCK

DITCH & RESERVOIR COMPANY

Article I - Officers

The officers of this company shall consist of a President, Vice President , Secretary, Treasurer and Superintendent. The President and Vice President shall be elected by the Board of Directors upon the adoption of these by-laws and annually thereafter at the first meeting of the directors following the annual meeting of the stockholders. They shall hold office for one year and until their successors are elected and duly qualified. The other officers may be appointed by the directors at any meeting of the board and shall hold office at the will of the board. The office of Secretary and Treasurer may be held by one person. The salaries of the above officers shall be such as the Board of Directors may fix from time to time.

Article II - President

The President shall preside at all meetings of the stockholders and directors. He shall be chief executive officer and shall have a general oversight over the affairs of the company. He shall sign all orders on the Treasurer and all certificates of stock and other instruments of writing of the company.

Article III - Vice President

The Vice President shall perform all the duties of the President in case of the absence or other inability of the President to act.

Article IV - Secretary

The Secretary shall keep a correct record of all meetings of the company and directors. He shall collect all monies due the company and pay the same over to the Treasurer. He shall be the custodian of the seal, books and papers of the company, and shall keep a record of all its business transactions, also he shall countersign all orders on the Treasurer, certificates of stock and other instruments of writing requiring the signature of the President.

Article V - Treasurer

The Treasurer shall receive all monies of the company and shall keep a correct account of the same, and shall pay them out, only, on the order of the President, countersigned by the Secretary.

Article VI - Superintendent

The Superintendent, under the supervision of the President and Directors, shall have charge of the ditch of the company and the repairs thereof. He shall keep the time of the laborers and report the same to the Board of Directors at each regular meeting or whenever called upon by the President. He shall have control of all headgates and measuring boxes and of the flow of the water into the ditch and its distribution therefrom.

Article VII - Bonds

The officers of the company shall give bonds for the faithful performance of their duties whenever deemed necessary by the directors, all bonds of the officers to be in such an amount and conditioned as the directors shall require and to be approved by the directors.

Article VIII - Annual Meetings

The annual meetings of the stockholders shall be held at some suitable place, in the City of Longmont, Colorado, on the second Friday in November, each year.

Article IX - Vacancies in Board of Directors

Whenever a vacancy shall occur in the Board of Directors, the remaining directors shall fill such vacancy by appointment until the annual meeting and the new board of directors shall have been elected and shall have qualified.

Article X - Special Meetings of Stockholders

A special meeting of the stockholders may be called at any time by resolution of the Board of Directors, or upon request of the holders of ten percent of the stock, or by the President or Secretary, of which meeting notice shall be given as provided by law, the objects of the meeting to be specified in the call.

Article XI - Meetings of the Directors

The regular meeting of the Board of Directors shall be held on the first Saturday of each month, at the office of the Secretary. Special meetings shall be held at any time or place by giving notice of the time and place by the President or Secretary, or by any two directors to each member of the Board of Directors. Such notice shall be delivered or mailed at least twenty-four (24) hours previous to the time fixed for such special meeting. It shall be the duty of the Directors and they are hereby authorized by majority vote, to make and enter into all contracts that may be deemed necessary for the purpose of carrying on all kinds of business within the objects and purposes of the company. They shall make a memorandum of such contracts upon the minutes of the meeting, and all such contracts when so made and entered of record shall be signed by the President on behalf of the company and when so signed shall be binding upon the company.

Article XII - Transfer of Stock

Shares of stock may be transferred on the books of the Company by surrendering the certificates therefor to the Secretary accompanied by an order of transfer therefor signed by the holder and owner of such stock (The foregoing article was repealed by the Board of Directors on February 3, 1975)

The existing Article XII is repealed and the following hereby replaces it.

12.1 Certificates. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president and secretary. All certificates for shares shall be consecutively numbered. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except in each case of a lost, destroyed or mutilated certificate a new may be issued therefor upon such terms and indemnity to the company as the board of directors may prescribe.

12.2 Transfer of shares. Transfer of shares of the corporation shall be made on the stock transfer books of the corporation by the record holder thereof or by its legal representative upon surrender for cancellation of the certificate for such shares and a duly executed assignment thereof. The person in whose name shares stand on the books of the company shall be deemed by the company to be the owner thereof for all purposes.

12.3 Lien for assessment. The company shall have a first lien on the rights and shares of the registered holder thereof as provided in the certificate of incorporation. Each stock certificate shall be endorsed as follows to show this lien, to-wit:

"The company has a first lien on all shares for payment of any indebtedness due the company by the shareholder and this stock and all rights thereunder shall not be transferred until such indebtedness shall be paid." 12.4 Change in use. The shares held in this company are for the purpose of delivering water to shareholders as a mutual irrigating ditch and reservoir company to bring water from Boulder Creek to farms along the ditch, primarily for agricultural purposes. No water shall be deliverable to any shareholder except through existing headgates or additional headgates authorized specifically by the board of directors as to engineering feasibility, location and purpose of use. This bylaw shall not be construed to prohibit plans of augmentation, changes in the nature of the use, time of use, return flow patterns, purpose of use, point of diversion or other extended uses or changes in water rights, provided the same are allowable under Colorado law and provided there is no damage to any vested rights of any other shareholder by virtue of any such plan. The board of directors shall have discretionary authority to approve or disapprove such changes in the event there might be damage to a shareholders' vested interest. No such change shall be valid unless the same has been previously submitted to the board of directors. In the event such change has not been approved or disapproved within ninety days after the same has been submitted to the board, no approval of the board of directors shall be required.

Each certificate of stock hereinafter transferred shall contain the following endorsement thereon:

"Plans of augmentation, changes in nature of use, time of use, return flow patterns, purpose of use or changes in point of diversion or other extended uses or changes in the water rights appertaining to these shares are subject to the reasonable approval of the board of directors, as provided in the bylaws of the company."(The foregoing articles 12.1, 12.2, 12.3, and 12.4 were adopted by the Board of Directors on February 3, 1975) 12.5 Reimbursement of Costs for Change of Use.

The applicant for a change in use as described in Article 12.4 of these By-Laws, shall reimburse the Company for all of its reasonable costs and expenses in connection therewith, including, but not limited to, the following:
 

a. Attorney's fees.

b. Engineering fees.

c. Court costs.

d. Additional fees and costs for the Ditch Superintendent to administer said changes.

e. Cost of measuring devices, additional or new headgates, division boxes, flumes and outlet structures.

f. Storage and carrying fees and water to convert a direct flow water right into a storage right to pay and compensate shareholders and the company for seepage, shrinkage, evaporation, return flows, and additional maintenance.

g. Any other reasonable expenses that are necessitated by hearings, contract negotiations, objections or protests to a water application and trials involving shares of the Company, so that the owner of stock being changed does not cause a disproportionate burden on the other shareholders' assessments or usage of water.


12.6 Minimum Number of Shares. No shareholder shall be entitled to transfer stock or have water delivered to him if he owns less than one share of the Company. (The foregoing arcticles 12.5 and 12.6 were adopted by the Board of Directors on February 6, 1984)

Article XII is amended to include the following article:

12.5 Minimum Number of Shares. No shareholder shall be entitled to have transferred or water delivered to him for a total of less than one share of the stock of the corporation. (The forgoing article 12.5 was adopted by the Board of Directors on February 1, 1982 and subsequently replaced by the Board of Directors with article 12.6 on February 6, 1984)

Article XIII - Assessments

All assessments shall be due and payable thirty days after notice has been mailed, and water shall not be turned out on the order of any stockholder until his assessments shall have been paid.

Article XIV - Seal

The Company adopts as its corporate seal a circular disk with the words "THE BOULDER & WHITE ROCK DITCH & RESERVOIR COMPANY" on the outer edge and the word "SEAL" in the center.

Article XV - Amendment of By-Laws

These by-laws or any of them may be added to, altered, amended or repealed by the Board of Directors at any regular meeting, or special meeting called for that purpose, by majority vote of the Directors of the Company.

Article XVI - Quorum

At all meetings of the Directors, three Directors present shall constitute a quorum for the transaction of business.

Article XVII - Indemnification

Except to the extent that such sums are covered by insurance, the company and its shareholders shall indemnify any person who is a party or is threatened to be made a party to any threatened or pending civil action, suit, or proceeding, by reason of the fact that such person is or was a director, officer, or employee of this company, against expenses (including attorney's fees), judgments and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, unless such person's acts or omissions were dishonest, fraudulent, malicious, criminal, ultra vires or the result of gross negligence. (The foregoing article was adopted by the Board of Directors on February 3, 1986)

Article XVII - Miscellaneous Provisions

17.1 Waiver. Failure by the Company to enforce any bylaw or restriction in these Bylaws shall in no event be deemed a waiver of the right to do so thereafter.

17.2 Titles. Titles are for convenience of reference and do not change the meaning of the contents of the Bylaws and sentences.

17.3 Severability. In the event any of the provisions of these Bylaws, or any Article, title, paragraph, sentence, or word, or the application thereof in any circumstance shall be invalidated, such invalidity shall not affect the validity of the remainder of these Bylaws. The application of any such Article in any other circumstance shall not be affected thereby.(The foregoing articles 17.1, 17.2, and 17.3 were adopted by the Board of Directors on February 6, 1984)

J. R. Forsyth was elected President of the Company till the next annual election, Thomas Kneale was elected Vice President and W. L. McCaslin was appointed Secretary and Treasurer. Motion that William Siglinger be employed as Superintendent of the ditch at a salary of $1,000 per annum. Seconded. Carried.
 
 

The following resolution was then offered:

RESOLVED BY THE BOARD OF DIRECTORS OF THIS COMPANY that in consideration of the transfer and conveyance by The Boulder & White Rock Ditch Company and its trustees or directors of all its property, rights, privileges, water rights, ditch and decrees to this company, that the President and Secretary of this company are hereby authorized and directed to execute and delivered to the respective stockholders in said the Boulder & White Rock Ditch Company, certificates of stock in this company in the proportion of sixteen and one-half (16 1/2) shares of the capital stock of this company to one (1) share in said The Boulder & White Rock Ditch Company, upon delivery and surrender to the Secretary of this company of the stock certificates held respectively by said stockholders in said The Boulder & White Rock Ditch Company, and be it further resolved, in consideration of the premises, that this company assumes all existing debts and obligations of said The Boulder & White Rock Ditch Company.

Motion by Mr. Tyler that the resolution be adopted. Seconded. Carried unanimously.

Adjourned.
 
 
 
 

______________________________

Secretary