The capital stock of said Company is 6,000 shares. Capital stock may be changed only by two-thirds affirmative vote of the stockholders.

Transcription

1 BY-LAWS 0F THE SOUTH CANON DITCH CO Made in accordance with the laws of the State of Colorado and approved and adopted by the Directors and stockholders of said Company the day of as amended to the day of. 1. The certificate of stock in this company shall be signed by the president and Secretary and issued under the corporate seal of said company and shall be transferable as herein ater provided. All shares of said stock so issued shall be recorded in a book, giving the name or names of the holder or holders thereof, and shall be corrected annually, original to he held by the Secretary and duplicate by the Treasurer. 2. Each stockholder of the Company shall receive a certificate or certificates for the number of shares of capital stock to which he may be entitled. 3. Shares of stock shall be transferable only upon surrender of certificates properly endorsed, and no transfer of shares of stock shall be made unless all assessments, interest and charges due thereon shall have been paid. The capital stock of said Company is 6,000 shares. Capital stock may be changed only by two-thirds affirmative vote of the stockholders. 4. All surrendered certificates of stock shall be duly canceled and preserved by the Secretary. 5. No certificate shall be issued in place of one stated to be lost or destroyed, except upon receiving a satisfactory bond of indemnity against such lost certificate, after affidavit or affidavits satisfactory to the Secretary of the loss or destruction of such certificate shall be submitted. SECTION I 1. The proprietor or owner of any stock of this Company or any party having a written proxy from the same shall be entitled to one vote for each share of stock so represented at all meetings of the stockholders of said company. SECTION II The annual meeting of this Company shall be held at the second Tuesday of the first month of each year at 7:00 o clock p.m. in Canon City in the County of Fremont and State of Colorado. This meeting shall be called by two weekly publications, the last not less than ten days (10) previous to the meeting, and the first not more than fifty (50) days prior to said meeting. If a majority of the stock should not be represented at such meeting then the meeting may be adjourned by the stockholders present for a period not to exceed sixty (60) days, or a majority of those present may extend the terms of the board as it exists at that meeting and extend their term until the next annual meeting. At the said annual meeting a Board of Directors shall be elected by ballot who shall hold their respective offices for a period of one (1) year until their successors are elected and qualified, and when any vacancy may happen among the Directors by death, resignation or otherwise it shall be filled for the remainder of the term by one of the stockholders of said Company to be chosen by a majority of the remaining directors. Directors must be stockholders in the Company at all times during their terms. SECTION III

2 Special meetings of the stockholders may be called at any time by the Board of Directors and shall be called by the said Board whenever the owners of one-fourth (1/4) of the issued and outstanding capital stock shall in writing request said Board to call such a meeting. Notices of special meetings shall be published in three weekly publications and the last not exceeding ten (10) days prior to said meeting, and the first not more than fifty (50) days prior to said meeting, and publication must be descriptive of the purpose and business to be considered at said meeting. Meetings may be adjourned as in annual meetings. SECTION IV Assessments may be levied upon the shares of stock of the Company to provide for the maintenance, construction, operation or enlargement of the South Canon Ditch. The question of making the assessments shall be submitted to the stockholders at the annual meeting or a special meeting called for that purpose. The approval of said assessments shall require the majority support of the stock issued and outstanding, represented either by the owner in person or by proxy. If said stockholders fail to hold any such meeting or fail to make or authorize any assessments by the first of April of any year, the Directors shall have the power to make such assessments at any regular or special meeting called therefore for that year. SECTION V Assessments may be levied upon the shares of stock of the Company in accordance with Colorado revised statute as amended or reenacted ASSESSMENT ON STOCK (1) If any corporation owning any ditch or canal for conveying or reservoir for storing water for irrigation purposes deems it necessary to raise funds to keep its ditch, canal, or reservoir in good repair or to pay any indebtedness theretofore contracted or the interest thereon, the corporation shall have power to make an assessment on the capital stock thereof, to levied pro rata on the shares of stock payable in money, labor or both, for the purpose of keeping the property of the corporation in good repair and for the payment of any indebtedness or interest thereon. (2) But no such assessment shall be made unless the question of making the assessment shall be first submitted to the stockholders of the corporation at an annual meeting or at a special meeting called for that purpose, and a majority of the stock issued and outstanding, represented either by the owner in person or by proxy, voting thereon shall vote in favor of making such assessment; and if said stockholders fail to hold any such meeting or fail to make or authorize any assessment by the first of April in any year, the directors shall have power to make any such assessment at any regular or special meeting called therefore for that year. (3) Such corporation may provide for the sale and forfeiture of shares of stock for such assessment as provided in subsection (4) of this section and may have the benefit of said subsection (4) for the recovery of such assessments by forfeiture or sale of the stock in default, and such corporation shall have a perpetual lien upon such shares of stock and the water rights represented by the same for any and all such assessments until the same are fully paid. Such corporation may also provide that no water shall be delivered until all assessments are paid. (4) The shares of stock shall be deemed personal property and transferable as such in the manner provided by the by-laws, and subscriptions thereof shall be make payable to the corporation and shall be payable in such installments and at such times as shall be determined by the directors or trustees. An action may be maintained in the name of the corporation to recover any installment which shall remain due and unpaid for the period of twenty days after personal demand therefore or, if personal demand is not made, within thirty

3 days after a written or printed demand has been deposited in the Post Office properly addressed to the Post Office address of the delinquent stockholder. The directors or trustees may prescribe by by-laws for a forfeiture or sale of stock on failure to pay the installments or assessments that from time to time may become due, but no forfeiture of stock or of the amount paid thereon shall be declared as against any estate or against any stockholder before demand has been made for the amount due thereon either in person or by written or printed notice duly mailed to the last known address of such stockholder at least thirty days prior to the time the forfeiture is to take effect; but the proceeds of any sale, over and above the amount due on said shares, shall be paid to the delinquent stockholder. SECTION VI The shares of stock of this Company shall be assignable at any time and transferred upon the books of the Company provided all assessments upon this same have been fully paid. SECTION VII The water decreed to the South Canon Ditch shall not be removed from the present point or points of diversion from the Arkansas River except under the following conditions: #1. No more than 25% of the water decreed to said ditch may be transferred and any such transfer shall provide for a pro rata portion of each priority decreed of said ditch to be transferred. 2. Any such water transfer must be to a point of diversion located within the County of Fremont and State of Colorado and for use in said County whether, for irrigation, domestic or industrial use. 3. The owners of shares of stock in the Corporation effecting such a transfer of priorities from the South Canon Ditch shall not be relieved from paying future annual assessments levied by the Corporation on the shares of stock owned by transferor. SECTION VIII The corporate powers of this Company shall be under the control and management of a Board of Directors which shall consist of President, Vice President, and three other stockholders, three or more of whom shall constitute a quorum to transact business and hold such meetings of their own body as they may deem desirable, and shall meet at any reasonable time at the call of the President. The officers of the Corporation shall be chosen by the Directors at their first meeting after election. SECTION IX The President shall call all meetings of the stockholders and Board of Directors and shall preside at all meetings and sign the minutes of the same when approved. The Vice President shall act in his absence and in the absence of the Vice President, a President Pro tem may be chosen to perform the duties of said office. The President shall appoint an audit committee to audit the books of the Company prior to annual meetings. SECTION X The Secretary shall keep accurate minutes of the proceedings of the various meetings of the stockholders and Board of Directors and shall record the same in a book or books kept for that purpose. He shall also keep and preserve all books and papers of the Company and shall perform such other duties as are imposed upon him by the laws of the State of Colorado or may be assigned him by order of the stockholders and preserve other property of the Company which may be in his possession..

4 SECTION XI The Treasurer shall collect, receive, and safely keep all monies and evidence of indebtedness which belongs to the Company and shall pay all expenses and obligations as directed by the stockholders or Board of Directors and shall deliver to his Successor in office all monies, papers, books, and other property of the Company in his possession. SECTION XII All contracts for work and repairs upon this Ditch shall be let by the Board of Directors to the lowest responsible bidder wherever possible, but a majority of the Board of Directors whenever they may consider it expedient and to the best interest of the Company may contract without bids. SECTION XIII The Board of Directors may hire and employ a Ditch Superintendent to over-see and attend to the distribution of stockholder s proportionate share of water in said ditch, and to do and perform whatever other duties may be assigned to him in connection therewith. The Board may hire such employees as are needed for the operation of the Company and shall pay said employees from the operating fund of the Corporation. SECTION XIV No construction of any kind, including headgates, bulk heads, walls, bridges, etc. may be constructed or started without obtaining permission and specifications from the Board of Directors. Any stockholder in this Company drawing water from said ditch by cutting the banks or otherwise shall obstruct the flow of water in said ditch by damming the same in any way for each and every such offense shall pay a fine into the Treasury of this Company in a sum not less than five dollars ($5.00) or more than twenty-five dollars ($25.00), unless said action is approved in advance by the Board of Directors. SECTION XV No stockholder shall be permitted to waste water and in case of such waste, the Board of Directors shall take steps as it deems necessary to prevent or punish the same, including the assessment of a fine. SECTION XVI The Ditch Superintendent shall have the right to close head gates and deny taking of water when he determines a lateral is not clean and is creating a flooding or water wasting condition. SECTION XVII These by-laws may be altered and amended at any meeting of stockholders of this Company whenever the stockholders representing two-thirds (2/3) of the capital stock shall vote for the same. SECTION XVIII All funds of the Company shall be kept in either the Company s checking account or in the form of an insured investment. All checks issued by the Company shall be signed by the President and Secretary. SECTION XIX

5 The Board of Directors shall provide a corporate seal which shall be stamped or affixed to such documents as may be prescribed by law or custom by the Board of Directors. AMENDMENTS As of September 2007 all two year DELINQUENT ASSESSMENTS will be brought back into the Company after a letter from the Ditch Company s attorney stating this. The Company will give the stockholder one month to respond by paying the delinquent assessment plus Interest at the rate of two percent per month, if no response then the shares will be the South Canon Ditch Company s. As of January 2010 shareholder Assessments are due and payable on or before the first of May each year. Failure to pay Assessment by May 1 will result in monthly interest charges from the date of the assessment which is January 1. All unpaid balances will continue to draw interest at the rate of two percent per month. Failure to pay Assessments, including Interest by May 1 will result in the forfeiture of shares. As of January 2010 the Fees will be BOOKEEPING - $10.00 & CERTIFIED LETTER (2YR) BOOK FEE $15.00 SECTION VI The shares of stock of this Company shall be assignable at any time and transferred upon the books of the Company provided all assessments upon the same have been fully paid. SECTION VII The water decreed to the South Canon Ditch shall not be removed from the present point or points of diversion from the Arkansas River except under the following conditions: 1. No more than 25% of the water decreed to said ditch may be transferred and any such shall provide for a pro rata portion of each priority decreed of said ditch to be transferred. 2. Any such water transfer must be to a point of diversion located within the County of Fremont and State of Colorado and for use in said County whether, for irrigation, domestic or industrial use.