Amended and Restated Bylaws of The Bessemer Irrigating Ditch Company
As adopted: May 11, 2009
As amended: Nov. 12, 2019; Dec. 7, 2017; Dec. 8, 2016; Aug. 12, 2015; Sept. 9, 2010
ARTICLE IV - BOARD OF DIRECTORS
SECTION 1. The Board of Directors consists of seven persons, each of whom must be a stockholder of the Company, or an officer, director, or other designated representative or agent of an entity that is a stockholder of the Company, including, without limitation, any corporation, unincorporated entity, governmental entity, quasi-governmental entity, or special district. Only one officer, director or other designated representative or agent of such an entity that is a stockholder of the Company may serve on the Board of Directors at any one time.
The Board of Directors will be elected at the annual meeting of the stockholders and will hold their offices for the term of one year, or until their successors are elected. A majority of the Board of Directors must be residents of Colorado and be stockholders of the company, or an officer, director, or other designated representative or agent of an entity that is a stockholder of the Company, utilizing its ownership in the Company for agriculture irrigation within the historical service area of the Bessemer Ditch.
SECTION 2. Vacancies among the directors may be filled at any meeting of the directors by ballot.
SECTION 3. It shall be the duty of the Board to exercise general supervision of the affairs of the Company, and all officers of the Company shall be amenable to the orders and instructions of the Board. The Board shall audit all bills and accounts against the Company, and direct the Secretary as to matters of correspondence.
SECTION 4. A majority of all the members of the Board shall constitute a quorum, but less than a quorum may adjourn from time to time until a quorum is present.
SECTION 5. The Board shall have power, in the absence of the President and Vice President, to appoint a Chairman pro tern.
SECTION 6. Regular meetings of the Board shall be held at the office of the Company in the City of Pueblo, Colorado, at the hour of ten o'clock A.M., on the second Thursday of each month unless the same falls on a legal holiday, in which case it shall be held at the same hour on the following day, and no notice need be given of such regular meetings.
SECTION 7. SPECIAL MEETINGS.
A. Special meetings of the Board of Directors may be held at any time and at any place in the State of Colorado as may be determined by the Board at any regular meeting, or upon call of the President, and it shall be the duty of the President to call a special meeting of the Board whenever three of the directors shall in writing request him to do so, and shall in such request state the object of such meeting.
B. Notice of special meetings shall be in writing, and in the case of meetings to be held at the office of the Company, shall be personally served upon or mailed to each director, at least twenty-four hours before the hour of such meeting, and in the case of such meetings to be held elsewhere than at the office of the Company, shall be personally served upon or mailed to each director, at least forty-eight hours before the hour of such meeting.
SECTION 8. When all of the directors, however called or notified, are present at any meeting, or if not all present, when those absent shall sign a written waiver of notice of such meeting or shall sign a written consent thereto or ratification of the proceedings thereof on or to be attached to the record of such meeting, the acts of such meeting shall be as valid as if duly called and as if all of the directors had been duly notified and were present thereat.
