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 V - STOCKHOLDERS
SECTION 1. The annual meeting of the Stockholders shall be held at 10:00 o' clock A.M. the second Saturday in February of each year at a place in Pueblo County as fixed by the Board of Directors and designated in the notice thereof. [Amended by the Board of Directors on September 9, 2010]
SECTION 2. Special meetings of the stockholders may be called at any time by the Board of Directors, and shall be called by said Board whenever one-fourth in amount of all capital stock outstanding shall in writing request said Board to call such meeting.
SECTION 3. Notice of all meetings of stockholders, whether annual or special, shall be given in the manner provided by the statutes of the State of Colorado then prevailing, and the notices of special meetings shall state the objects and purposes thereof and the business to be transacted thereat, and only such business shall be transacted at a special meeting as shall be within the scope of the objects and purposes set forth in the notice thereof.
SECTION 4. Each stockholder shall have the right to vote in person or by proxy the number of shares owned by such stockholder. Shares standing in the name of any legal entity , including, without limitation, any corporation, unincorporated entity, governmental entity, quasi- governmental entity, or special district, may be voted by an officer, director, other designated representative of such entity, or by proxy, as determined by the applicable charter and governing regulations, and the governing board or body, of such entity. The election of directors shall be by ballot, and in balloting for directors each stockholder may vote said number of shares for as many directors as are to be elected, or may cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of shares of such stockholder shall equal, or distribute such votes on the same principle among as many candidates as such stockholder may desire, and the persons having the highest number of votes in consecutive order shall be declared elected the Board of Directors for the year, provided, however, that by the unanimous vote of all the stockholders represented at such meeting, the Secretary of the meeting may be authorized and instructed to cast one ballot for one or more of all the directors to be elected.
SECTION 5. A majority of the outstanding shares of the capital stock of the Company shall be necessary to constitute a quorum at any annual or special stockholders' meeting, provided that if less than such majority be represented' at any such meeting, a majority of the capital stock represented at such meeting may adjourn same for a period of not to exceed sixty days at any one adjournment.
SECTION 6. Shares of the Company's own stock (A) that are held (i) in the Company's treasury, (ii) by the Company in a fiduciary capacity, (iii) or by another entity controlled by the Company, or (B) on which assessments are past due and unpaid and as to which forfeiture has been declared by the Company, shall not be entitled to vote at any meeting or to be counted in determining the total number of outstanding shares at any given time. For purposes of this section, any entity in which the Company owns, or is able to direct the voting of, a majority of the outstanding voting securities, or has the power to appoint or elect a majority of the Board of Directors or other governing body, shall be deemed "controlled by the Company."
