HIGHLAND PARK. LATERAL DITCH AND DRAINAGE COMPANY,
A COLORADO DITCH COMPANY
NAME AND OFFICES
Section 1.1 Name.
The name of the Corporation is Highland Park Lateral Ditch and
Drainage Company, hereafter referred to as the Company. The Company is an incorporated ditch
company fonned under the laws of the State of Colorado.
The principal office of the Company shall be located within
the boundaries of the area served by the Company's water distribution and drainage systems, as
described in the Amended and Restated Articles of Incorporation of the Company. The Company
may have such other offices as the Board of Directors may designate, or as the business of the
Company may require from time to time.
The registered office of the Company may be, but need
not be, identical with the principal office in the State of Colorado, and the address of the registered
office may be changed from time to time by the Board of Directors.
Section 2.1 Members.
Members in the Company shall be the owners of real property
located within and served by the Company's water distribution and drainage systems. "Owner" shall
mean and refer to the record owner of such real property, whether one (1) or more persons or entities,
but excluding those having such an interest merely as security for the performance of an obligation.
Each membership shall be appurtenant to and may not be separated from ownership of any of the real
property served by the Company's water distribution and drainage systems.
The annual meeting of the members shall be held at such
place and time on such day during the second week of November of each year as shall be established
by the Board of Directors, commencing with the year 2004, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be held on the day designated
herein for any annual meeting of the members, or at any adjournment there to: the Board of Directors
shall cause the election to be held at a special meeting of the members as soon thereafter as may be
Special meetings of the members, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of ten percent (10%) of the members.
Section 2.4 Notice of Meeting.
Written notice stating the place, date and time of any
annual or special meeting of the members of the Company, and, in the case of a special meeting, the
purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officers or persons calling the meeting, to each member entitled
to vote at that meeting. If mailed, such notice shall be deemed delivered five (5) days after deposit
with the United States postal service, first class mail, postage prepaid, addressed to the member at
the member's address as it appears on the records of the Company. It shall be the member's
responsibility to furnish the Company with the shareholder's correct post office address, and to
notify the Company of a change in ownership. No business shall be transacted at any special
meeting except as shall be mentioned in said written notice. If requested by the person or persons
lawfully calling such meeting, the Secretary shall give notice thereof at the Company's expense.
When giving notice of an annual or special meeting of members, the Company shall give notice of
a matter that a member intends to raise at the meeting if requested in writing to do so by a person
entitled to call a special meeting and a request is received by the Secretary or President of the
Company at least ten (10) days before the Company gives notice of the meeting.
For the purposes of determining members entitled to notice of
or to vote at any meeting of members or any adjournment thereof, or in order to make a
determination of members for any other proper purpose, the Board of Directors may fix in advance
a date as the record date for any such determination of members, such date in any case to be not more
than seventy (70) days and, in the case of a meeting of members, not less than ten (10) days prior to
the date on which the particular action requiring such determination of the members is to be taken.
If no record date is fixed for the determination of members entitled to notice of or to vote at any
meeting of members, the first day before the date on which such notice of a meeting is first given
shall be the record date for such determination of members. When the determination of members
entitled to vote at any meeting of members has been made as provided in this section, such
determination shall apply to adjournment thereof, except as provided by law.
After fixing a record date for notice of a meeting or for
determining the members entitled to take action by written ballot, the Company shall prepare an
alphabetical list of the names of all its members who are entitled to notice of and to vote at the
meeting or to take such action by written ballot. The list shall show the address of each member
entitled to notice of and to vote at the meeting or to take such action by written ballot and the number
of votes each member is entitled to vote at the meeting or by written ballot. If prepared in
connection with a meeting of the members, the member list shall be available for inspection by any
member entitled to vote at the meeting, beginning the earlier of ten (10) days before the meeting for
which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof, at the Company's principal office or
at any place identified in the notice of the meeting. The Company shall make the member list
available at the meeting. and any member entitled to vote at the meeting or an agent or attorney of
a member entitled to vote at the meeting may inspect the list at any time during the meeting or any
adjournment. If prepared in connection with action to be taken by the members by written ballot,
the member list shall be available for inspection by any member entitled to cast a vote by such
written ballot. beginning on the date that the first written ballot is delivered to the members and
continuing through the time when such written ballots must be received by the Company in order
to be counted, at the Company's principal office. A member entitled to vote at the meeting or by
such written ballot, or an agent or attorney of such a member, is entitled upon written demand to
inspect and copy the member list. during reasonable hours, at the member's expense during the
period it is available for inspection.
At all meetings of members, a member may vote by proxy executed
in writing by the member or the member's duly authorized attorney in fact. Such proxy shall be filed
with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution unless otherwise provided in the proxy. In the
event that there are multiple Owners, one Owner may sign such proxies on behalf of the other Owner
One-fourth (114) of the members entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of members, except as otherwise
required by law and the Articles of Incorporation .. In the absence of a quorum at any such meeting,
a majority of the members present may adjourn the meeting from time to time for a period not to
exceed sixty days without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been transacted at the
meeting as originally noticed. The members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal during such meeting of that
number of members whose absence would cause there to be less than a quorum.
Manner of Acting.
If a quorum is present, the affirmative vote of the majority
of the members represented at the meeting in person or by proxy and entitled to vote on the subject
matter shall be the act of the members, unless the vote of a greater proportion or number or voting
by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.
The Company shall have one (I) class of voting membership, each
member being entitled to one (1) vote for each such parcel of real property located within and served
by the Company's water distribution and drainage systems upon matters subject to vote by the
members of the Company. A vote shall be exercised as the member so determines, but in no event
shall more than one (1) vote be cast with respect to anyone parcel upon matters subject to vote.
Voting by Ballot.
Voting on any question or in any election may be by voice
vote unless the presiding officer shall order or any member shall demand that voting be by ballot.
Action by Written Ballot.
Any action that may be taken at an annual or
special meeting of the members of the Company may be taken without a meeting if the Company
delivers a written ballot to every member entitled to vote on the matter. Such written ballot may be
mailed to the members at the address shown in the records of the Company. Only one (1) written
ballot shall be provided per address. Each written ballot shall set forth each proposed action and
provide an opportunity to vote for or against each proposed action. Approval by written ballot
pursuant to this section shall be valid only when the number of votes cast by ballot equals or
succeeds the quorum required to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the nwnber of votes that would be required to approve the matter at a
meeting at which the total nwnber of votes cast was the same as the number of votes cast by ballot.
All solicitations for votes by written ballot shall indicate the number of responses needed to meet
the quorum requirements, state the percentage of approvals necessary to approve each matter (other
than the election of directors), specify the name by which a ballot must be received by the nonprofit
corporation in order to be counted, and be accompanied by written information sufficient to permit
each person casting such ballot to reach an informed decision on the matter. A written ballot, once
mailed or otherwise delivered to the Company, may not be revoked. Action taken by written ballot
under this section has the same effect as action taken at a meeting of members and may be described
as such in any document.
Homeowners' associations formed for
subdivisions of real property located within and served by the Company's water distribution and
drainage systems may act on behalf of the members who own lots within such subdivisions if duly
authorized by their members at an annual meeting or other properly called meeting. Such authority
may be for an unspecified period of time. Each homeowners' association with such authority shall
deliver proof of such authority and the person or persons who are .authorized to act on behalf of the
association with respect to the Company, not less than thirty (30) days before the Company's annual
BOARD OF DIRECTORS
The business and affairs of the Company shall be managed
by its Board of Directors.
Performance of Duties.
A director of the Company shall perform his or her
duties as a director, including his or her duties as a member of any committee of the Board upon
which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best
interests of the Company, and with such judgment as an ordinarily prudent person in a like position
would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other
financial data, prepared or presented by persons and groups listed in paragraphs a., b. and c. of this
but he or she shall not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause such reliance to be unwarranted. A
person who so performs his or her duties shall not have any liability by reason of being or having
been a director of the Company. Those persons and groups on whose information, opinions, reports,
and statements a director is entitled to rely are:
a. One or more officers or employees of the Company whom the director
reasonably believes to be reliable and competent in the matters presented;
b. Counsel, public accountants, or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
c. A committee of the Board upon which he or she does not serve, duly
designated in accordance with the provisions of the Articles of Incorporation or the
Bylaws, as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.
Number, Tenure and QualifIcations.
The number of directors of the Company
shall be nine (9) and shall thereafter be as determined by the Board of Directors. Directors shall be
elected by the members of the Company at the annual meeting of the members. Each director shall
hold office until the next annual meeting and thereafter until his or her successor shall have been
elected and qualified. Directors must be members of the Company.
The President or Vice President shall preside at all meetings of the Board of Directors.
The Board of Directors shall provide, by resolution, the
time and place, either within or without the State of Colorado, for the holding of regular meetings
without other notice than such resolution.
Special meetings ofthe Board of Directors may be called
by or at the request of the President or any two (2) directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, within the State of Colorado, as
the place for holding any special meeting of the Board of Directors called by them.
Written notice of any special meeting of directors shall be given as follows:
a. By mail to each director at his or her address at least three (3) days prior to the meeting; or
b. By personal delivery at least twenty-four (24) hours prior to the meeting to the business
address or residence address of each director, or in the event such notice is given on a Saturday,
Sunday or holiday, to the residence address of each director. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid.
Any director may waive notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting, unless specifically required by law or these Bylaws.
A majority of the number of directors fixed by or pursuant to
Section 3.3 of this Article ill shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such number is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice.
Manner of Acting.
Except as otherwise required by law or by the Articles of
Incorporation. the act of the majority of the directors present at a meeting in which a quorum is
present shall be the act of the Board of Directors.
Informal Action by Directors.
Any action required or permitted to be taken
by the Board of Directors or by a committee thereof at a meeting may be taken without a meeting
if a consent in writing. setting forth the action so taken, shall be signed by all of the directors or all
of the committee members entitled to vote with respect to the subject matter thereof.
Participation by Electronic Means.
Any members of the Board of Directors
or any committee designated by such Board may participate in a meeting of the Board of Directors
or committee by means of telephone conference or similar communications equipment by which all
persons participating in the meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
Any vacancy occurring in the Board of Directors may be filled
by appointment by the remaining members of the Board of Directors. A director appointed to fill
a vacancy shall serve for the unexpired term of his or her predecessor in office.
Any director of the Company may resign at anytime by giving
written notice to the President or the Secretary of the Company. The resignation of any director shall
take effect upon receipt of notice thereof or at such later time as shall be specified in such notice;
and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Any director or directors of the Company may be removed at any
time, with or without cause, in the manner provided in the Colorado Revised Nonprofit Corporation
By resolution adopted by a majority of the Board of Directors,
the directors may designate two (2) or more directors to constitute a committee, any of which shall
have such authority in the management ofthe Company as the Board of Directors shall designate and
as prescribed by the Colorado Revised Nonprofit Corporation Act.
Directors who are not elected officers of the Company shall
be entitled to compensation for as a director for the duration of a single annual term in an amount
not to exceed One Hundred Dollars ($100.00). Renewal of this compensation is subject to the
annual approval of the Board of Directors. Such compensation shall be due and payable at the end
of each completed term, but may be withheld in the event of negligence, nonattendance or other
wrongdoing. Wrongdoing shall include, but not be limited to, a failure to represent the best interests
of the Company, willful damage or neglect to the Company's property, and/or loss or theft of
Presumption of Assent.
A director of the Company who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she shall file his or her written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Company immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such action.
The officers of the Company shall be President, Vice President,
Secretary and Treasurer. Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. The same individual may not simultaneously hold
more than one office in the Company.
Election and Term of Office.
The President, Vice President, Secretary and
Treasurer of the Company shall be appointed by the Board of Directors each year at the first meeting
held after the annual meeting of members.
Any officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the If the appointment of officers is not made at such meeting, such appointments shall be made
as soon thereafter as practicable. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death or until he or she shall resign or
shall have been removed in the manner hereinafter provided.
The President shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general supervise and control all of the
business and affairs of the Company. He or she shall, when present, and in the absence of a
Chairman of the Board, preside at all meetings of the members and of the Board of Directors. He
or she may sign, with the Secretary or any other proper officer of the Company thereunto authorized
by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board
of Directors has authorized to be execu~ except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Company, or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.
The Vice President (or in the event there be more than one
vice president, the vice presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall, in the absence of the President
or in the event of his or her death, inability or refusal to act, perform all duties of the President, and
when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Any Vice President shall perform such other duties as from time to time may be assigned to him or
her by the President or by the Board of Directors.
The Secretary shall: (a) keep the minutes of the proceedings of the
members and of the Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Company and see that the seal of the
Company is affixed to all documents, the execution of which on behalf of the Company under its seal
is duly authorized; (d) keep a register of the post office address of each member which shall be
furnished to the Secretary by such member; and (e) in general perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him or her by the
President or by the Board of Directors.
a. Is responsible for all funds and securities of the Company; (b) receive and give receipts for moneys due
and payable to the Company from any source whatsoever, and deposit all such moneys in the name
of the Company in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to time may be assigned
to him or her by the President or by the Board of Directors.
Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties
as shall be assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
If the Board of Directors by resolution shall so require, any officer
or agent of the Company shall give bond to the Company in such amount and with such surety as the
Board of Directors may deem sufficient, conditioned upon the faithful perfonnance of their
respective duties and offices.
Board of Directors Salaries.
The officers may receive salaries established by resolution of the Board
Loans to Officers.
No loans shall be made by the Company to any officer or
director of the Company.
CONTRACTS, LOANS CHECKS AND DEPOSITS
The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Company, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the Company and no
evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confmed to specific instances.
Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Company shall be signed
by such officer or officers, agent or agents of the Company and in such manner as shall from time
to time be determined by resolution of the Board of Directors.
All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust companies or other
depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the Company any
contribution, gift, bequest or devise for the general purposes of or for any special purposes of the
The officers, directors, committee members, employees and persons served by this Company
shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion,
national origin and sexual orientation.
BOOKS AND RECORDS
The Company shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of the Board of Directors and committees having any of the
authority of the Board of Directors.
The fiscal year of the Company shall end on the last day of December in each calendar year.
The Board of Directors may provide a corporate seal which shall be circular in fonn and shall
have inscribed thereon the name of the Company and the state of incorporation and the words
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the Colorado Revised
Nonprofit Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the event or other circumstance requiring such notice,
shall be deemed equivalent to the giving of such notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a
majority of the directors present at any meeting of the Board of Directors at which a quorum is
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers.
Each director, officer and agent
of the Company, whether or not then in office, and his personal representatives, shall be indemnified
by the Company against all costs and expenses actually and necessarily incurred by him in
connection with the defense of any action, suit or proceeding in which he may be involved or to
which he may be made a party by reason of his being or having been such director, officer or agent,
except in relation to matters as to which he shall be finally adjudged in such action, suit or
proceedings to be liable for negligence or misconduct in the performance of duty, to the extent
provided by the Colorado Revised Nonprofit Corporation Act. Such costs and expenses shall include
amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only
if the Company is advised in writing by its counsel that in his opinion the person indemnified did
not commit such negligence or misconduct. The foregoing right to indemnification shall not be
exclusive of other rights to which he may be entitled as a matter of law or by agreement.
Section 12.2 Insurance. The Company may purchase and maintain insurance on behalf of
any person who is or was an officer, director or agent of the Company against any liability asserted
against him or her and incurred by him or her in any such capacity arising out of the status of such,
whether or not the Company would have the power to indemnify such person against such liability
under the provisions of this Article XII.
Annual Assessments. The annual assessments of the Company, which shall
be set by the Board of Directors, shall be used for the purpose of paying expenses, conducting
business and paying debts, including, but not limited to, costs incurred for the operation,
maintenance, repair, construction and reconstruction of the Company's water distribution and
Collection of Assessments.
The Board of Directors shall set a deadline for
the collection of annual and special assessments. Any member who fails to pay assessments in full
within thirty (30) days of the deadline shall be deemed to be in default. At that time, the Board of
Directors shall have the authority to file a lien against the member's property or properties located
within and served by the Company's water distribution and drainage systems. The Board of
Directors may also assess, in addition to any outstanding assessments, additional amounts incurred
in preparing, recording and collecting the lien, together with interest thereon at the legal rate.
RULES OF THE COMPANY
The Board of Directors may adopt such rules as it deems necessary and advisable for the
operation of the Company's water distribution and drainage system and other property and
concerning delivery of water to members. Such rules shall be maintained in writing at the
Company's principal office.
I hereby certify that the foregoing Bylaws, consisting of twelve (12) pages, including this page,
constitute the Bylaws of Highland Park Lateral Ditch and Drainage Company, adopted by the Board
of Directors of the Association as of II-10, 2005