FRUITLAND DOMESTIC

WATER COMPANY
Crawford, Colorado
Delta and Montrose Counties

Bylaws

2022 Edition
 ARTICLE I

Name, Objects, Purposes, Principal Place of Business,

And Non-discrimination Statement

Section 1: The corporate name, the objects and purposes and the principal place of business

of this company shall be as stated in and provided by the Articles of Incorporation of the

company heretofore filed in the office of the Secretary of State of Colorado and the office of

the County Clerk and Recorder of Delta County, Colorado, as required by the laws of the

State of Colorado.

Section 2: Non-Discrimination Statement 1

(a) The Fruitland Domestic Water Company (FDWC) is committed to the

principle of equal opportunity in education and employment. FDWC does not and shall not

discriminate against individuals on the basis of race, color, national or ethnic origin or

ancestry, citizenship, religion, sex, gender identity, sexual orientation, pregnancy (including

childbirth, and medical conditions related to pregnancy or childbirth), physical or mental

disability, medical condition (cancer-related or genetic characteristics), marital or familial

status, age, or status as a covered veteran (covered veterans are special disabled veterans,

recently separated veterans, Vietnam era veterans, or any other veterans who served on

active duty during a war or in a campaign or expedition for which a campaign badge has

been authorized) in any of its programs or activities.

1
Article I, Section 2 was added at the 3/11/07 special membership meeting.

2
 (b) The FDWC's policy is intended to be consistent with the provisions of Title

IX of the Education Amendments of 1972, as amended, Section 504 of the Vocational

Rehabilitation Act of 1973, as amended, Titles VI and VII of the Civil Rights Act of 1973,

as amended, the Age Discrimination Act of 1975, as amended, other equal opportunity and

affirmative action regulations and laws, and other relevant federal, state and local laws.

ARTICLE II

Seal

The seal of this company shall have inscribed thereon the name of the company and

the words "Seal" and "Colorado".

ARTICLE III

Membership

Section 1. Persons owning Fruitland Irrigation Company domestic stock shall be

entitled to subscribe for and receive membership shares of this company in exchange for

their shares of said domestic stock. No stock in this corporation shall be issued until all of

said domestic stock has been tendered to this corporation pursuant to such subscriptions and

not later than ninety (90) days following receipt of all of said domestic stock, the

corporation shall issue the shares of this corporation to said subscribers in numbers equal to

their shares of said domestic stock.

Section 2. Each 400 shares in this Association shall entitle the holder to one service

connection with the company's system. Each 400 shares shall entitle the holder to a pro rata

3
share of the water in the system, being a dole of one quart per minute or 10,000 gallons per

month if metered.

(a) Those original stockholders of the Fruitland Irrigation Company as of

January 1, 1978, were entitled to one meter instead of a dole "tap" upon application to this

corporation and by paying the actual cost difference of the meter installation. Those "meter"

rights were transferable by a member at any time during his membership in the company

upon notice in writing to the company subject to the company being able to deliver this

water at the new point on the system desired by the transferee.

Because of the impact of a metered connection on the greatly expanded FDWC

system, effective January 1, 2016, no metered connections may be sold and relocated;

metered connections may be transferred with the property they serve, but they must remain

at that location. 2

(b) All new installation or service connections shall be charged the actual cost of

the installation together with a pro rata share of all system acquisition costs paid by the

company and its predecessor, Fruitland Irrigation Company, to the date of installation.

(c) All requests for new service connections shall be subject to the ability of the

company to deliver adequate water at the point desired as determined by the board of

directors.

Section 3. There shall be two classes of membership shares in this association.

(a) Those membership shares that are receiving water or that have been

previously assessed as Fruitland Irrigation Company domestic shares. These shares shall be

2
Article II, Section 2(a) was amended at the annual membership meeting March 21, 2015.

4
subject to all assessments and known as "ACTIVE" shares. These ACTIVE shares shall be

so stated on the books of the company.

(b) Those membership shares not receiving water or which have not been

previously assessed as Fruitland Irrigation Company shares. These shares shall be known

as "INACTIVE" shares.

(c) INACTIVE shares may be transferred to ACTIVE status by the owner(s) of

record so indicating to the secretary of the company in writing OR by requesting water

service.

(d) Once shares are transferred to ACTIVE status, they may not be transferred to

INACTIVE status.

Section 4. Total membership shares in this association shall be limited to 200,000.

Section 5. Whereas this corporation is organized for the purpose of acquiring the

Fruitland Irrigation Company Domestic Water System, those stockholders or stock shares

originally allocated "partial taps" under that system shall be retained in this status by this

company.

Section 6. All new service connections shall require at least 400 shares of ACTIVE

status. All dole taps shall be in multiples of 400. Water may be changed from one service

connection to another; however, if it shall appear that such changing shall impair the

equilibrium of the flow of water in the system, then the board of directors shall make an

equitable regulation of the matter. Persons desiring the changes shall pay the costs therefor

as determined by the board.

Section 7. Members' rights and interests in any assets or retained earnings will not be

forfeited upon withdrawal or termination of membership. Any funds, in excess of those

5
needed to meet current losses and expenses, that are returned to members will be distributed

in proportion to the amount of business they have done with the Company. Any additional

assessments will be in proportion to the amount of business members have done with the

Company. Any gains from the sale of assets upon dissolution will be returned to members

and former members who were members during the time the assets were owned, to the

extent practicable, in proportion to the amount of business they have done with the

Company. 3

Section 8. Company Owned Water Shares. No Company owned FDWC shares shall be

sold. Company owned FDWC shares may be leased to FDWC shareholders in 400 share

increments on a month-to-month basis. This lease may be terminated at any time by either

party with ten days written notice to the other party’s mailing address. Company owned

shares in any other water company shall not be sold or leased unless they are exchanged for

FDWC shares representing an equal amount of water. The requirements and constraints of

Section 5-g of the Company’s Operating Rules shall apply to rentals under this Article. 4

ARTICLE IV

Membership Meetings

Section 1. Annual Meetings. Annual meetings of the members for the election of directors

and for other business which may properly come before said meeting shall be held in the

Town of Crawford, County of Delta, State of Colorado, during the first calendar quarter

3
Section 7 was added to Article III by amendment duly adopted at a special membership meeting
March 12, 1985.
4
Section 8 was added to Article III by amendment duly adopted at the annual membership meeting
March 19, 2011; and amended at the annual membership meeting March 21, 2015.

6
(January 1 through March 31) of each year. 5 Public notice of the time and place of said

meeting shall be given by the secretary by publication in one or more newspapers or

shoppers 6 published in Delta County, Colorado, such notice to be published at least once not

more than thirty (30) days, or less than ten (10) days, prior to the date fixed for said meeting,

and by giving no more than thirty (30) days, or less than ten (10) days written notice of said

meeting 7 by depositing a copy of said notice in the post office addressed to each member at

his place of residence as the same appears on the records of the company, or by delivering

such notice personally to each member.

Section 2. Special Meetings. Special meetings of the members may be called at any time by

the president, or by a majority of the directors. The president, or in his absence, the vice

president, shall call a special meeting upon the written petition of one-third of the

membership shares of the company. Notice of special meetings shall specify the business to

be transacted thereat and shall be given as provided in Section 1 of this Article.

Section 3. Quorum. Fifteen (15) actual owners of record, in person, together representing

ten percent (10%) of the total membership shares of this company, present either in person

or by proxy, shall constitute a quorum for the transaction of business at any annual or special

membership meeting. Solely for the purpose of a quorum count, an “actual owner of

record” is any person or entity whose name appears on any valid company share certificate. 8

5
Article IV, Section 1 was amended at 3/2/03 special membership meeting to replace “on the second
Tuesday of February” with “between February 1 and March 3.” This Section was further amended at
the 3/11/07 special membership meeting to replace “between February 1 and March 3” with “during
the first calendar quarter (January 1 through March 31).”
6
Article IV, Section 1 was amended at 3/2/03 special membership meeting to add “or shoppers”
between the words “newspapers” and “published.”
7
Article IV, Section 1 was amended at 2/9/99 annual meeting to replace “by giving at least thirty (30)
days written notice of said meeting" with “by giving no more than thirty (30) days, or less than ten
(10) days written notice of said meeting.”
8
Article IV, Section 3 was amended at 3/26/22 annual meeting to add this sentence.

7
If such a quorum is not present, the meeting may be adjourned by a majority of those

shareholders present. In the event of failure of a quorum, the Board of Directors shall have

the discretion to:

a) Reschedule the meeting at a future date, not to exceed 60 days from the date of

adjournment; or

b) Cancel the meeting altogether. If the Board opts to cancel, no actions may be

taken that otherwise require shareholder approval.. 9

Section 4. Order of Business. All membership meetings of the company shall be governed

by Robert's Rules of Order. The order of business at all membership meetings shall include

as far as possible:

1. Roll call.

2. Proof of due notice and determination of quorum.

3. Reading and disposal of any unapproved minutes.

4. Nominations for vacancies on the board of directors.

5. Report of board of directors by president or vice president.

6. Report of secretary.

7. Report of treasurer.

8. Unfinished business.

9. New business.

10. Election.

11. Adjournment.

9
Section 3 was amended at the 2/3/08 Annual Meeting to read 15 instead of 10 owners of record and to
read 10% of the shares instead of 30%. Article IV, Section 3 was further amended at 3/26/22 annual
meeting.

8
Section 5. Voting Rights. Each person holding membership or memberships shall be

entitled to one vote per membership share held. Voting by proxy will be permitted.

Cumulative voting shall be prohibited.

Section 6. Force Majeure. In no event shall the Board of Directors or any Director

individually be responsible or liable for any failure or delay in fulfilling or performing their

obligations under these bylaws when and to the extent such failure or delay, directly or

indirectly, results from acts beyond the Company’s control, including, but not limited to, the

following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural

disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions,

infestations), epidemic, or pandemic; (c) government order or law; (d) action by any

governmental authority; (e) national or regional emergency; and (f) shortage of adequate

power or transportation facilities. The Board of Directors shall give Notice of the Force

Majeure Event to the shareholders, stating the period of time the occurrence is expected to

continue. The Company shall use diligent efforts to end the failure or delay and ensure the

effects of such Force Majeure Event are minimized. The Company shall resume the

performance of its obligations as soon as reasonably practicable after the removal of the

cause. 10

10
Article IV amended at the 3/26/22 annual meeting by adding Section 6 – Force Majeure.

9
 ARTICLE V

Directors

Section 1. Functions of the Board of Directors. The business and affairs of this company

shall be managed by a board of seven (7) members. 11 Its functions shall include:

(a) the selection of and delegation of authority to management.

(b) the determination of policies for guidance of management.

(c) the control of expenditures by authorizing budgets.

(d) keeping members fully informed of the business of the company.

(e) causing audits to be made at least once each year, or oftener, and reports thereof

to be made directly to the board.

(f) studying the requirements of members and promoting good membership relations.

(g) prescribing the form of membership certificates.

(h) establishing water charges and levying and collecting assessments and enforcing

the collection thereof in accordance with the laws of the State of Colorado.

Section 2. Election and Term of Directors. Directors shall be elected by the members to

staggered two-year terms and shall serve until their successors have been duly elected and

qualified. All directors shall be eligible for re-election.

Section 3. Election of Officers. The board of directors shall elect by ballot one of its

members to be the president and one to be vice president, and shall also elect a secretary-

treasurer, who need not be a member of the board of directors of the company or a member

of the company.

11
Article V, Section 1 was amended at 2/14/95 annual membership meeting to replace “…a board of
five (5) directors” with “a board of seven (7) members.”

10
Section 4. Term of Officers. Said officers shall be elected for a period of one year, or until

their successors are appointed and qualified.

Section 5. Compensation of Directors and Officers. The board of directors and the officers

shall be entitled to receive reasonable remuneration set by the Board of Directors for

services rendered. 12

Section 6. Meetings of the Board of Directors 13

(a) Regular Meetings. Immediately following the annual meeting of the

shareholders, or as soon thereafter as possible, the newly elected Board of Directors shall

have its annual meeting when it shall elect officers of the board and determine the day of the

regular monthly Board meetings for the next year. This schedule will be subject to change,

but the date, time, and location of the meeting will be made available to Company

shareholders regularly.

(b) Special Meetings. Special meetings of the Board of Directors may be held at any

place within the State of Colorado at any time when called by the President, Vice- President,

or two or more directors. Notice of the time, place, and purpose thereof shall be given to

each director at least three days before the meeting if by mail or at least forty-eight hours if

in person or by telephone. A waiver of such notice in writing, signed by the person or

persons entitled to said notice, either before or after the time stated therein, shall be deemed

equivalent to such notice.

(c) Quorum. The presence, at any meeting, of four directors shall be necessary and

sufficient to constitute a quorum for the transaction of business. Except as otherwise

12
Article V, section 5 was amended at 2/11/86 annual membership meeting.
13
The previous Article V, Section 6 was amended and replaced as above at the 3/11/07 special
membership meeting.

11
required by statute or by the Certificate of Incorporation, the act of a majority of the

directors present at a meeting at which a quorum is present shall be the act of the Board of

Directors. In the absence of a quorum, a majority of the directors present at the time and

place of any meeting may adjourn such meeting from time to time until a quorum is present.

(d) Consent of Directors in Lieu of Meeting.

(1) Any action required or permitted to be taken at any meeting of the Board

of Directors or any committee thereof may be taken without a meeting, if prior to such

action, each and every member of the Board in writing either:

(i) Votes for such action; or

(ii) (I) Votes against such action or abstains from voting; and

(II) Waives the right to demand that action not be taken without a

meeting.

(2) Action may be taken under this section only if the affirmative vote for

such action equals or exceeds the minimum number of votes that would be necessary to take

such action at a meeting at which all of the directors then in office were present and voted.

(3) No action taken without a meeting shall be effective unless writings

describing the action taken and otherwise satisfying the above requirements, signed by all

directors and not revoked, are received by the Board. Any such writing may be received by

the Board by electronically transmitted facsimile or other form of wire or wireless

communication providing the Board with a complete copy of the document, including a

signature on the document. A director's right to demand that action not be taken without a

meeting shall be deemed to have been waived if the Board receives a writing satisfying the

above requirements that has been signed by the director and not revoked. Action taken

12
without a meeting shall be effective when the last writing necessary to effect the action is

received by the Board unless a different effective date is so indicated, and such written

consent is filed with the minutes of proceedings of the Board or committee.

Section 7. Powers of the Board. The board of directors shall have the general power to act

for the company in any manner not prohibited by statute, or by the Articles of Incorporation.

If the company shall at any time borrow or receive by any way of grant any property from

the United States, through any of its agencies, the board of directors shall pursue such

management methods, including accounting and audits, such agency may prescribe.
14
Section 8. Removal of Directors

(a) Directors elected by voting shareholders may be removed as follows:

(1) The Board of Directors may, on its own motion or upon receipt of a

written petition of 1/3 of the membership shares in the Company, call a special meeting of

the membership, pursuant to Article IV, Section 2 of the Company’s Bylaws, for the purpose

of requesting a membership vote on the removal of one or more directors.

(2) The voting shareholders may remove one or more directors elected by

them with or without cause;

(3) Voting members may only remove a director at the Annual Meeting

or at a meeting called pursuant to Article IV, Section 2 of the Company’s Bylaws, for the

purpose of removing that director, and the meeting notice shall state that the purpose, or one

of the purposes, of the meeting is the removal of the director;

14
Article V, Section 8 was added at the 3/11/07 special membership meeting.

13
 (4) Provided a quorum as defined in Article IV, Section 3, is present at

the meeting, a director may be removed by a majority of votes cast by the membership at the

meeting.

(b) A director who has failed to attend three consecutive meetings of the Board

of Directors without reasonable explanation may be removed by a five member majority

vote of the remaining directors, if and when, in their judgment, said removal will best serve

the interests of the Company.

(c) A director appointed pursuant to Article V, Section 9 of these Bylaws, may

be removed, with or without cause, by a five member majority vote of the remaining

directors. The director shall be removed by written notice from the Board of the removal to

the director and to the Company and shall be effective on the date of the following Board

meeting.

(d) Notice will be deemed to have been received by the director being removed

when it is sent by certified U.S. Mail to the director’s last known address of record with the

Company. Notice will be provided to the Company by printing an announcement of the

removal on the next monthly invoice to shareholders.

Section 9. Vacancies. When any vacancies shall occur among the members of the board of

directors by death, resignation or because such vacating director has ceased to be a member

of the company, such vacancy shall be filled by the remaining directors by the appointment

of a member of the company who shall serve as a member of the board until the election of

directors at the next ensuing annual meeting of members. If a director is appointed to fill a

vacancy occurring during the first year of a regular two year term, his successor shall be

14
elected at the next annual meeting of members to serve for the balance of said regular term

only.

Section 10. Indemnification of Corporate Directors and Officers. The directors, officers,

employees and agents of the Corporation shall be entitled to indemnification from the

Corporation to the extent provided under C.R.S. 7-3-101.5 as the same may be amended

from time to time, as fully as if the Corporation were a profit corporation rather than a

nonprofit corporation. 15

ARTICLE VI

Officers

Section 1. Duties of the President. The president shall preside at all meetings of the board

of directors. He shall execute membership certificates, notes, bonds, mortgages, contracts

and all other instruments on behalf of the company. He shall be ex officio a member of all

standing committees and he shall have such powers and perform such other duties as may be

properly required of him by the board of directors.

Section 2. Duties of the Vice President. The vice president shall, in the absence or

disability of the president, or in the event of his death, resignation or removal from office,

perform and discharge the duties and exercise the powers of the president.

Section 3. Duties of the Secretary-Treasurer. The secretary-treasurer shall keep a record of

the proceedings of the board of directors and shall keep the books and records of the

company and the seal of said company and shall attest the signatures of the officials of the

company executing documents on behalf of said company; shall collect assessments and

moneys due the company and deposit the same in the depository designated by the board of

15
Article V, section 9 was added by amendment adopted by members at 2/11/86 annual membership
meeting.

15
directors and shall disburse funds on the proper order of the board, and shall make a report

of the business transacted by him not less frequently than annually, and at any other time if

so requested by the board of directors or the president, and he shall do and perform such

other duties and functions as may be required of him by the board of directors or the

president. The secretary-treasurer shall be covered in the performance of his duties by a

surety bond in an amount to be determined by the board of directors. The premium for such

bond shall be paid by the company.

Section 4. Appointment and Duties of Operator in Responsible Charge. The board of

directors shall appoint, in addition to the officers above named, an operator in responsible

charge of the domestic water system who will be in charge of the work of construction,

maintenance, and repair of the system of the company and of the distribution of water. The

operator in responsible charge shall be appropriately certified by the Colorado Department

of Public Health and Environment. He shall make to the board of directors a monthly report

showing the condition of the system and the amount and character of work done during the

previous month. He shall certify to the secretary-treasurer monthly the time spent by

himself and by each laborer in performing work in behalf of the company. The

compensation to be paid for the performance of duties of the operator in responsible charge

and any laborers or any assistants he may hire shall be in an amount to be determined by the

board of directors. 16

16
Section 4 was amended at the 2/3/08 Annual Meeting to replace the term Superintendant with
Operator in Responsible Charge and to add the requirement for operator certification.

16
 ARTICLE VII

Assessments and Charges

Section 1. Rates & Assessments. The board of directors shall establish a monthly rate for

delivery of water to the service connections which are to be installed on each service line

connected with the company system. A higher rate will be charged for each of the first two

taps and a lower rate will be charged for the remaining taps owned by the same

shareholder. The board of directors shall be guided in establishing the rate of water rates by

the estimated amount necessary to pay the costs of operations, maintenance, repair,

rehabilitation and construction of the system, other capital improvements, and payments of

principal and interest of any indebtedness of the company that may have been contracted in

connection with the company's operation. The Board may also levy a special assessment

when needed to cover capital improvement or other expenses. 17

Section 2. Enforcement of Payment of Water Charges and Assessments. The board of

directors is authorized and directed to refuse to deliver water to any member who is

delinquent in the payment of any water charge or any assessment levied as provided in

Section 1 of this Article, after thirty (30) days notice of such delinquency by mail properly

addressed to the post office address of such member, certified mail with return receipt

requested. Delinquent assessments shall bear interest at the rate of 1.5% per month until

paid. In addition, the board is authorized to sell the membership shares of any member

who remains delinquent in the payment of water charges or assessments for a period of sixty

(60) days after notice of such delinquency is given, as hereinabove provided.

17
Article VII, sections 1 and 2, were consolidated into a single section at the 3/27/10 annual
membership meeting to clarify the language and codify the two-tier monthly rate structure.

17
Any surplus in the proceeds of a sale of membership shares over the amount of the

delinquency and proper legal and other expenses incurred by the Company shall be paid to

the delinquent member. In the event that the member cannot be found, or if the member is

deceased and no beneficiary can be found, the company shall place the surplus proceeds in

an instrument of trust such as certificate of deposit for three years. After that time, if no

legitimate claim to the proceeds is presented to the company, the proceeds shall be deposited

in the company’s general fund. 18

In the event of payment of water charges or assessments after service of water has been

discontinued, the resumption of service may be made only upon the additional payment of

such charge or penalty as the board of directors may have determined in the provisions made

for the management of the affairs of the company. 19

ARTICLE VIII

Membership Certificates

Section 1. Form. The membership certificates of this company shall be in the following

form:

"This is to certify that ________________________________________________ is (are)

the holder(s) of _______ active membership shares and ______ inactive membership shares

of The Fruitland Domestic Water Company, a corporation without capital stock, organized

under the laws of the State of Colorado, with its principal place of business at Crawford,

18
Article VII, section 2 was amended at the 3/26/22 annual membership meeting to include the CD
provision.
19
Article VII, section 3 (now Section 2) was amended at the 2/11/86 annual membership meeting.

18
Colorado, and that the person(s) named above is (are) entitled to all the benefits and subject

to all rules and regulations of the Company, including liability for assessments, as provided

in its Articles of Incorporation and Bylaws. The membership shares represented hereby are

transferable, in whole or in part, only upon the books of the Company.

"IN WITNESS WHEREOF, the FRUITLAND DOMESTIC WATER COMPANY has

caused this Certificate to be signed by its duly authorized officers and sealed with its

corporate seal this ________day of ____________, ______.

"ATTEST:

________________________________ ___________________________________

Secretary President

"SEAL"

Section 2. Membership Book. As a part of the records of the company there shall be kept a

membership book, which shall contain a list of the certificates of membership which have

been issued, noting the number of certificate and the date thereof and the name of the person

to whom issued.

Section 3. Transfer of Membership. Certificates of membership may be transferred and

the transfer shall be noted on the books of the company to such transferee upon the

surrender of the certificate properly endorsed. No transfer of membership shall be valid

until all unpaid indebtedness owed to the company is paid or adjusted to the satisfaction of

the board of directors.

19
 ARTICLE IX

Amendments

These Bylaws, or any section or article thereof, may be changed, amended or

repealed at any regular member meeting, or any special meeting of the members held for

that purpose, provided notice of such proposed changes has been incorporated in the call for

such meeting.

ADOPTED by the Board of Directors of The Fruitland Domestic Water Company

December 15, 1982, and as subsequently amended.

20