Irrigation Bylaws

Article One

Name, Seal and Offices

1. NAME. The name of this Corporation is the SOUTH AND WEST FIELD IRRIGATION COMPANY, hereafter referred to as the “Corporation.”

2. SEAL. The seal of the Corporation shall be in a form determined by the Board of Directors and may be changed from time to time by the Board of Directors but shall always include the words, “SOUTH AND WEST FIELD IRRIGATION COMPANY.”

3. OFFICES. The principal office of the Corporation shall be at the address of the office of the Secretary of the Corporation in Cedar City, Utah. The Corporation may relocate such principal office, or move same, as the Board of Directors may from time to time determine.

4. FISCAL YEAR. The fiscal year for the Corporation shall be the calendar year.

Article Two

Membership

1. QUALIFICATIONS AND ADMISSION. The membership of the Corporation shall consist of any person, firm or corporation owning water stock in the Corporation. All owners of stock shall automatically become members of the Corporation unless excluded in accordance herewith. It shall be the duty of all members to keep the Corporation advised of said member’s current address. 

2. MEMBERSHIP. The members and shareholders shall consist of one class only, which shall be all of those members duly and properly admitted to membership in the Corporation as set forth above. Each member shall be entitled to the rights, privileges and authority, and each shall be entitled to vote in all matters wherein the general membership has the right to vote, in proportion to the number of shares said member owns in the Corporation, one vote for each share or fraction of a share. In addition to the responsibilities set forth under Article Six, 3(c), the Secretary of the Corporation shall keep a register of the members of the Corporation.

Article Three

Assessments

1. ANNUAL ASSESSMENTS. As is provided in Article IX of the Articles Incorporation of the Corporation, the shares of stock of the Corporation shall be assessable to raise funds necessary to carry out the purposes for which the Corporation is organized and to pay its debts and obligations. The annual assessment, and any special assessments, shall be set and levied by the Board of Directions in accordance with the terms of the laws of the State of Utah made and provided, including but not limited to the assessment provisions of Utah Code Ann.  §§ 16-4-4 to 16-4-24. 

2. SALE IN THE EVENT OF NON-PAYMENT. Also, in accordance with the laws of the State of Utah, including but not limited to Utah Code Ann. §§ 16-4-1 to 16-4-24, and in accordance with Article IX of the Articles of Incorporation of the Corporation, in the event the assessments properly levied by the Board of Directors are not paid when due, the shares of stock of the Corporation shall be subject to sale. 

3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall be in default with the payment of assessments, as set forth above, his membership may thereupon be terminated by the Board of Directors.  The membership of any member whose shares have been sold to pay assessments shall automatically be terminated effective as of the date of sale of the shares.

Article Four

Meetings of the Corporation

1. ANNUAL MEETING. There shall be an annual meeting of the Corporation on the fourth Monday of January in each year. The annual meeting shall be for the election of members of the Board of Directors, for receiving the annual reports of officers, directors, and committees, and for the transaction of any and all other business to come before the general membership. If the day designated falls upon a legal holiday, the meeting shall be held the next Monday following the regularly scheduled date. Notice of the meeting shall be provided to each member by email or mailing to the member at his/her address as it stands on the records of the Corporation. The email or notice shall be written or printed, shall set forth the date, hour and place for meeting, shall be by or at the direction of an officer of the Corporation and shall be sent to each member not less than ten (10) days nor more than seventy-five (75) days prior to the time appointed for the meeting.

2. SPECIAL MEETINGS. Special meetings may be called by the Board of Directors at their discretion. Upon the request of twenty (20) members, the Board of Directors shall call a special meeting to consider any specific subject requested. Notice for any special meeting shall set forth the date, hour and place for meeting, shall specify the matters to be considered, and shall be emailed to the members of record (7) days prior to the meeting date, as well as published via the Company’s website. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members of the Corporation. 

3. BUSINESS MEETINGS OR OTHER MEETINGS. The Corporation may hold such business meetings or other regular functions as the Board of Directors shall from time to time designate. Provided, however, that no director shall be elected, nor shall any business be transacted at said meetings unless notice thereof, including a designation of the matters to be considered, shall be given to each member in the manner set forth above. 

4. WAIVER. Notwithstanding the provisions of any of the foregoing sections a meeting of the members may be held at any time and at any place and any action may thereby be taken, if notice is waived in writing by every member having the right to vote at the meeting. 

5. QUORUM. Those present at any properly called and noticed meeting of the members of the Corporation shall be sufficient to constitute a quorum for the transaction of business. 

6. VOTING. Any member of the Corporation shall be entitled to vote in the affairs of the Corporation in accordance with said member’s pro-rata stock ownership. Unless otherwise designated herein, or in the Articles of Incorporation, any matter of business shall be decided by majority vote of the members present in person or by proxy. 

7. PROXIES. Every member of the Corporation shall be entitled to vote at any meeting thereof and may vote in person or by proxy. A proxy shall be in writing and revokable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after eleven (11) months from the date of its execution. Proxies shall be presented to the Secretary at least five (5) hours before any meeting in order for the holder of the proxy to vote at said meeting. 

8. ORDER OF BUSINESS. At each meeting of the Corporation, the Board of Directors shall designate the manner and order of the meeting, with the President of the Corporation presiding.

Article Five

Board of Directors

1. FUNCTION. The governing body of the Corporation shall be the Board of Directors which shall be elected and which shall function in accordance with the provisions herein set forth. Even though titled directors, the governing board shall have all authority given to Trustees or the Board of Trustees by Utah Code Ann. §§ 16-6-34, et seq., and all other laws n force from time to time relating to governing bodies of non-profit corporations. The Board of Directors shall control and direct the affairs, property, activities, work and concerns of the Corporation, in accordance with Article VI of the Articles of Incorporation, and shall be authorized to take all action it deems necessary for the affairs of the Corporation without authorization from the members.

2. NUMBER. The number of directors constituting the Board of Directors shall be seven (7). The members of the Board shall, upon election, immediately enter into the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

3.  ELECTION OF DIRECTORS AND TERM. At the annual meeting of this Corporation, there shall be an election by ballot for the Board of Directors whose terms are to expire. The Directors shall each be elected for a term of two (2) years. Anything contained herein notwithstanding, a director may be elected for an indefinite number of consecutive terms.

4. DUTIES OF DIRECTORS. The Board of Directors shall govern and control the affairs of the Corporation and in connection therewith shall have the following rights, authorities and responsibilities, together with any other such rights as are necessary in order to properly carry out the businesses and purposes of the Corporation: (1) to hold meetings at such times and places as it deems proper; (2) to suspend or expel members as set forth in Article Two, above; (3) to appoint committees on particular subjects from the members of the Board, or from other members of the Corporation; (4) to audit bills and disburse the funds of the Corporation; (5) to print and circulate documents and publish articles; (6) to carry on correspondence and communicate with other associations interested in similar goals and objectives; (7) to employ agents; (8) to regulate the manner, method and rules relating to the distribution of the water of the Corporation to its stockholders and anything related thereto; (9) to devise and carry into execution such other measures as it deems propre and expedient to promote the objectives of the Corporation and to best protect the interest and welfare of the members.

5. MEETINGS OF THE BOARD OF DIRECTORS. Regular meetings of the Board of Directors shall be held as necessary during the course of the year. Notice of the meeting shall be by telephone call to each director 1 day before the meeting, provided, however, that, at any meeting of the Board of Directors the time and place for the next meeting may thereupon be designated and entered into the minutes of the meeting, and said decision and entry shall be binding on all directors then present at that meeting, without further notice. There may be such other and further meetings of the Board of Directors as any member thereof shall call, provided that notice thereof be given to each member of the Board of Directors by mailing to the record address thereof not less than five (5) days prior to the meeting.

6. QUORUM. Four members of the Board of Directors shall constitute a quorum for the transaction of all business.

7. VACANCIES. Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a special meeting which shall be called for that purpose. The election shall be held within sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office until the next annual meeting, or until his successor shall have been chosen at a special meeting of the members.

8. REMOVAL OF DIRECTORS. Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two-thirds of the members of the Corporation present at any special meeting called for that purpose, or at the annual meeting.

Article Six

Officers

1. NUMBER AND TITLE. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and, at the option of the Board of Directors, an Executive Secretary. The President and Vice President shall be members of the Board of Directors.

2. TERM. The Board of Directors shall elect all officers and each term shall be for one (1) year, or for any other period it determines to be appropriate, in its sole discretion.

3. DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows:

  1. President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Corporation and of the Board of Directors and shall be a member ex officio of all committees. The President shall retain the right to vote on all questions properly coming before the Board of Directors and the general membership. The President shall have general supervision of the affairs of the Corporation and shall perform such duties as are customarily incident to the office of President or are required by the Board of Directors or any committee.
  2. Vice President. In the case of the death or absence of the President, or of his inability to act, the first Vice President, or any of them, shall perform such other duties as are required of them by the Board of Directors or by any committee. The Board of Directors may elect more than one Vice President and prescribe any specific duties.
  3. Secretary. It shall be the duty of the Secretary to give notice of and attend all meetings of the Corporation and all committees and keep a record of their doings; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Corporation; to collect the fees, annual assessments and subscriptions and pay them over to the Treasurer; to notify the officers and members of the Corporation of their elections; to notify members of their appointment on committees; to furnish the chairman of each committee with a copy of the vote under which the committee is appointed, and at his request, give notice of the meeting of the committee; to prepare, under the direction of the Board of Directors, an annual report of the transaction and condition of the Corporation, and generally to devote his best efforts to forwarding the business and advancing the interests of the Corporation. In case of absence or disability of the Secretary, the Board of Directors may appoint a Secretary pro tem. The Secretary shall be the keeper of the Corporation’s seal, membership records and certificates and corporate matters. The Secretary shall also perform such other duties as are require of him by the Board of Directors.

  4. Treasurer. The Treasurer shall keep an account of all monies received and expended for the use of the Corporation and shall make disbursements only upon vouchers approved in writing by any member of the Board of Directors. He shall deposit all sums in a bank, or banks, or trust company approved by the Board of Directors and shall make a report at the annual meeting or when called upon by the President. Funds may be drawn only upon the signature of the Treasurer, or upon both the Treasurer and the President as may be designated by the Board of Directors.

    The funds, books and vouchers in the Treasurer’s hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his term of office, the Treasurer shall deliver over to his successor all books, monies and other property, or, in the absence of a Treasurer-elect, to the President. In the case of the absence or disability of the Treasurer, the Board of Directors may appoint a Treasurer pro tem. The Treasurer shall perform such other functions as may be designated by the Board of Directors.

    The office of Secretary and Treasurer may be held by the same person.

  5. Executive Secretary. The Board of Directors may appoint, at its option, an Executive Secretary who shall supervise the day to day operations and activities of the Corporation, under the general direction of the President, subject to the control of the Board of Directors and shall perform such other duties as are required of him by the President or the Board of Directors.

4. BOND OF TREASURER. The Treasurer need not post a bond to secure the faithful discharge of his duties, unless required to do so by the Board of Directors.

5. VACANCIES. All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting, or at a meeting specially called for that purpose.

6. COMPENSATION. All Board of Directors shall serve without salary or compensation. Officers may be compensated at the discretion of the Board of Directors.

Article Seven

Water Distribution

1. DISCRETION OF DIRECTORS. The Board of Directors shall direct the distribution of the water of the Corporation to its shareholders. The Directors shall have sole and absolute discretion in the manner, method and procedures to be followed in connection with the water distribution including, but not limited to, the authority to do the following: 

  1. Determine and set the water courses, ditch and easement locations, and all other decisions relating to the flow of the water. The Board of Directors may alter the water courses, ditch and easement locations from time to time as necessary to efficiently distribute the water. 
  2. To regulate the use of the water by establishing times for use by each stockholder, and to determine from time to time as necessary, when and in what amounts the water should be distributed to the stockholders.
  3. To prescribe such rules, regulations and procedures as may be necessary to the efficient and orderly distribution of the water. 

2. BINDING EFFECT. The rules, regulations, schedules, water courses, and all other decisions made by the Directors relating to the distribution of the water shall be binding upon all members and any member not abiding by those decisions and directions shall be subject to sanction as set forth in these Bylaws. 

3. DISCONTINUANCE OF WATER SERVICE. In order to carry out the efficient and orderly distribution of the water, the Directors shall have authority to discontinue water service to any one member, or to any group of members as follows: 

  1. because any member or group of members do not abide by the rules, regulations, schedules and other decisions made by the Directors relating to water distribution, or who create sufficient disagreement relating thereto so as to disrupt the orderly distribution of the Corporation’s water; 
  2. because of right of way, easement or access problems which make it impractical or impossible to deliver water to the stockholder at the desired locations; 
  3. because the cost of making, improving or maintaining the ditches or other distribution improvements is unreasonably disproportionate to the amount of the annual assessment; 
  4. Because of any other reason or circumstance which the Board of Directors, in its discretion, determines that water service should be discontinued. 

In all cases where water service has been discontinued by the Corporation, where the member so requests in writing, the Corporation shall repurchase or redeem said member’s shares in the Corporation. The repurchase price shall be the then existing fair market value of the shares.

Article Eight

Adoption and Amendments

These By-laws shall be adopted by majority vote of the Directors at any properly called meeting, provided that any provisions hereof relating to voting or property rights shall also be adopted by a vote of the members at any duly called meeting. These Bylaws may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Board of Directors of the Corporation. Any proposed change shall be mailed to the last recorded address of each Director, along with a notice of meeting, and pursuant to the terms and conditions set forth above. Provided, however, that pursuant to the laws of the State of Utah, changes in or modification of bylaws pertaining to the qualification, voting rights and property rights of members and the termination or forfeiture of membership shall not be made except upon majority vote of the members at a duly called meeting thereof.

Article Nine

Dissolution

1. DISSOLUTION PROCEDURES. At any time where the Board of Directors feel a dissolution is appropriate, or in any event upon written petition of fifty percent (50%), or more, of the membership, the Board of Directors shall adopt a resolution recommending that the Corporation be dissolved, said resolution directing that the question of such dissolution be submitted to a vote at a meeting of members having voting rights, either an annual or a special meeting. Written or printed notice stating that the purpose of such meeting is to consider the advisability of dissolving the Corporation shall be given to each member entitled to vote at such meeting within the time and in the manner provided in these Bylaws for the giving of notice of meeting of members. A resolution to dissolve the Corporation shall be adopted upon receiving three-fourth of the votes which members present at such meeting or represented by proxy are entitled to cast. In the event less than seventy-five percent (75%) of the votes are received in favor of dissolution, the Corporation shall not be dissolved, but shall continue in effect as in the past.

2. DISTRIBUTION OF ASSETS. In the event of dissolution, the assets of the Corporation shall be applied and distributed as follows:

  1. All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
  2. Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
  3. Assets received and held by the Corporation subject to limitations permitting their use only for charitable or other purposes shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of this Corporation, pursuant to a plan of distribution adopted as provided by law.
  4. The remaining assets of the Corporation shall be distributed as provided by law.

3. PLAN OF DISTRIBUTION. To the extent required by law, the Corporation and Board of Directors shall adopt a plan of distribution setting forth the distribution of assets in the event of dissolution.

Article Ten

Miscellaneous

1. EXECUTION OF INSTRUMENTS. All instruments, documents, contracts or other writings necessary for the proper function of the Corporation shall be deemed sufficient if executed by the President {or Vice President in his stead) and by the Secretary, or otherwise executed as provided by specific resolution of the Board of Directors.  

2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Every person who is or has been a director or officer of the Corporation shall be indemnified and held harmless by the Corporation and against all costs and expenses which may be imposed upon or reasonably incurred by him in connection with or arising out of any claim, action, suit or proceeding in which he may be involved by reason of his being or having been a director or officer of this Corporation, whether or not he continues to be such at the time the costs and expenses are imposed or incurred. As used herein, the term “costs and expenses” shall include, but not be limited to, reasonable attorney’s fees and amounts of judgments against him, and amounts paid in settlement by or on behalf of him. Anything contained herein notwithstanding, however, no director or officer shall be indemnified with respect to any matter as to which such director or officer shall be adjudged to have committed willful or malicious misconduct in the performance of his duties, or willful and wanton conduct beyond the scope of his authority as set forth in these Bylaws. The foregoing rights of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled as a matter of law.

Before me this 22nd day of January 2024, the Board of Directors and the general membership of the SOUTH AND WEST FIELD IRRIGATION COMPANY duly approved these Bylaws by majority vote, at Cedar City, Iron County, Utah.