ARTICLE II

Seal

The seal of this Company shall have inscribed thereon the name of the Company and the words “Corporate Seal” and “State of Colorado.”

ARTICLE III

Membership

Section 1:  Persons who reside within the area served by this Company, as described in the Articles of Incorporation and considering the needs of users who may already be members, for whom the Company has an adequate supply of water and can serve without undue hardship, inconvenience or expense, shall be eligible for membership upon application in such form as provided by the company and upon payment of a membership fee of $250, provided, however, that membership fee shall be increased at the discretion of the board of Directors after 30 days from the date of incorporation.

Section 2:  Each membership in this company shall be entitled to one service connection with the Company system.  Any person desiring more than one service connection shall be required to apply for and secure a membership for each such connection as provided in Section 1 of this Article.  More than one service connection per household shall not be allowed.

Section 3:  All applications for membership shall be reviewed by the Board of Directors to determine eligibility of the applicants in accordance with the provisions of Section 1 of this Article and must be approved by the Board prior to the issuance of memberships to such applicants.

Section 4:  The rights, privileges and obligations of all memberships in this Company shall be equal, provided, however, that each member shall be entitled to only one vote, irrespective of the number of memberships held or service connections used by any such member.

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 at the place of business of the Corporation anytime between February 1st and March 15th at 7:00 o’clock P.M. of each year.  Public notice of the time and place of said meeting shall be given by the Secretary by publication in one or more newspapers published in Broomfield, 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 at least ten (10) days written notice of said meeting 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.

(This change was made at the annual meeting on February 21, 1986 and amended a second time at the annual meeting on February 21, 2003)

Section 2:  Directors.  The members shall vote by ballot for the incoming directors.  These may be nominated and seconded without limit by the members.  After nominations are regularly closed, each member in good standing will be given a slip of paper upon which he will write the preferred names.  The ballots will than be tallied by a committee of three appointed for that purpose and the members receiving the highest number of votes shall be declared to be the new elected directors.

Section 3:  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 members of the company.  Notice of special meetings shall specify the business to be transacted thereat and shall be given as in Section 1 of this Article provided.

Section 4:  Quorum.  The members present at any annual or special business meeting shall constitute a quorum for the transaction of all business to come before such meetings.

(This change was made at the March 30 1976 annual meeting)

Section 5:  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. 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.
   6. Report of Secretary.
   7. Report of Treasurer.
   8. Unfinished business.
   9. New business including levying of assessments.
   10. Election.
   11. Adjournment.

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) Voting Directors.  Its functions shall include the (a) selection of and delegation of authority to manage; (b) determination of policies for guidance of management; (c) control of expenditures by authorizing budgets; (d) keeping of members fully informed of the business of the Company; (e) causing audits to be made at least once each year or more frequent, 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; and (h) enforcing the collection of assessments in accordance with the laws of the State of Colorado.

(This change was made at the annual meeting on March 2, 2011)

A director of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, except for liability arising from (i) any breach of the director’s loyalty to the corporation or its members, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived any improper personal benefit or (iv) any other act expressly prescribed or for which directors are otherwise liable under the Colorado Nonprofit Corporation Act.  If the Colorado Nonprofit Corporation Act is subsequently amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director of the corporation shall be limited or eliminated to the fullest extent permitted by the Colorado Nonprofit Corporation Act or other Colorado law, as so amended.  Any repeal or modification of this paragraph by the members of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

(Adopted at a special meeting held after the regular annual meeting on February 16, 1990)

Section 2:  Election of Officers.  The Board of Directors shall elect by ballot one of its members to be President and one Vice-President, and shall also elect a Secretary-Treasurer who need not be a member of the Board of the Company.

Section 3:  Term of Officers.  The elected Board of Directors shall consist of three members elected for a term of one year, two members elected for a term of two years and two members elected for a term of three years.  Thereafter, members to fill vacancies will be elected for a term of three years.

Section 4:  Compensation of directors and Officers.  The BOD’s may receive water at cost to the company but may not receive other remuneration for their duties as a Board Member.

(This change was made at the annual meeting on March 2, 2011)

Section 5:  Meetings of the Board of Directors.  Meetings of the Board of Directors shall be held at such regular intervals as the Board shall determine and shall have its annual meeting immediately succeeding the annual meeting of the members, at which time the officers of the Board are elected.  A majority of the Board of directors present in person at any meeting of the board shall constitute a quorum for the conduct of business thereat.

Section 6:  Power 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 Certificate of Incorporation.  If the company shall at any time borrow or receive by 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, as such agency may prescribe.

Section 7:  Vacancies.  When any vacancies shall occur among the members of the Board of Directors by death, resignation, removal, 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 selection 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.

Section 8:  Removal.  Any director shall be removed from the board by failure to attend three consecutive meetings or six in a twelve month period.

(This change was made at the annual meeting on February 17, 1995)

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 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 Vice-President.  The Vice-President shall, in the absence of or disability of the President, or in the event of his death, resignation or removal from office, perform 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 signature of the officials of the Company executing documents on behalf of the Company; shall collect all assessments and moneys due the Company and deposit the same in the depository designated by the Board of Directors and shall disburse funds on the proper order of the Board, and shall make a report of the business transacted by him annually, or more frequently if so required 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:  Duties of Members.  Members of the Board of Directors shall attend the meetings and participate in all business that confronts the company.  They shall be entitled to one vote at the Board of Directors meetings.

Section 5:  Appointment and Duties of Superintendent.  The Board of Directors may appoint, in addition to the officers above mentioned, a superintendent of the domestic water system who will be in charge of the work construction, maintenance and repair of the system of the Company and of the distribution of water.  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 on behalf of the Company.  The compensation to be paid for the performance of duties of the Superintendent and any laborers, or any assistants he may hire shall be in an amount to be determined by the Board of Directors.

ARTICLE VII

Assessments

Section 1:  Water Charges.  The membership at its annual meeting shall establish a schedule of rates of charges to be made for water delivered to its members.  Such rate schedule shall establish a minimum charge for each service connection for each month or other stated period of time, the amount of water to which each service connection shall be entitled for the stated period of time upon payment of the minimum charge, and the rates for amounts of water delivered during such period in excess of the maximum limit set for the minimum charge.

Section 2:  Assessments.  If, at any time after the establishment of the schedule of water charges by the membership, it appears in the judgment of the Board of Directors that the amount of money derived, from the collection of water charges during the year will be insufficient to pay when due all costs incident to the operation and maintenance of the system and the payment of the debts and obligations of the Corporation, the Board shall make a and levy an assessment against each membership held in the Corporation, so that the total amount of such assessments, together with the amounts collected, or reasonably expected to be collected, from water charges is sufficient to insure payment of all costs of operation and maintenance and payments on indebtedness or other expenses of the Corporation which will become due during the ensuing year.

Section 3:  Collection of Water Charges and Assessments.  In the event payment by any member of water charges and assessments remains delinquent for a period of 30 days after the due date of water charges as fixed in the rate schedule adopted by the membership, or for a period of 30 days after the due date of any assessment as stated in the notice thereof, the Board of Directors is authorized to withhold the delivery of water so such delinquent member until such delinquent water charges or assessments are fully paid.  Should the delinquency in payment of either water charges or assessments continue after the above-stated 30 day period, the Board of Directors, upon 60 day’ notice of the delinquency given by mail addressed to the delinquent member at his latest post office address as shown in the records of the Corporation, may bring suit in a court of competent jurisdiction against the delinquent member to recover the amount of such delinquency and the cost of the sale to the delinquent member.  If the water is shut off due to non-payment, the delinquent member will be charged a $25 disconnect fee and a $25 reconnect fee at the time the water is reinstated.  A security deposit will be required when the water is shut off the second time due to non-payment.  The security deposit will be equal to twice the average monthly invoice based on the last 12 months.  The security deposit will not be used for the monthly payments and will be returned after the account has been paid on time for one year.

(This change was made at the monthly Board of Director meeting on June 11, 2003)

ARTICLE VIII

Membership Certificates

Section 1:  Form.  The Membership Certificate of this Company shall be in such form as is provided and approved by the Board of Directors.

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 bee issued, noting the number of the 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 of the indebtedness owed to the Company is paid or adjusted to the satisfaction of the Board of Directors.  No transfer of membership shall be valid when made to a transferee who is not eligible for membership, as provided in Article III of these By-Laws.

Section 4:  Membership Rights.  Each membership certificate shall entitle the holder thereof to one service connection with the water system of the Company, and each such service connection shall be entitled to proportionate amount of water available through the system for any season as that service connection bears to the total number of service connections with the system.  The rights, interests, obligations and duties represented by each membership certificate shall be equal.

ARTICLE IX

Size of Tap

At each service connection there shall be installed at the expense of the Corporation a 5/8” X 3/4” bronze case frost proof meter, which shall be under the sole control of the Company.

ARTICLE X

Amendments

These By-Laws, or any section or Article thereof, may be changed, amended or repealed at any regular members meeting, or any special meeting of the members held for that purpose, provided notice of such proposed change has been incorporated in the call for such meeting.

ARTICLE XI

The private property of each member or of any of the members, or of all of them shall not be subject to the Corporation debts to any extent whatsoever.

WAIVER

We, the undersigned members or stockholders of the MILE HIGH WATER COMPANY, being all of the members of said Association as of this 19th day of July, 1961, do herby waive notice of special meeting of the members of said Association to be held on July 19, 1961 at 8:00 P.,M. for the adoption of Resolution for the borrowing of money from Farmers Home Administration and for any other business to be brought before said meeting.

We, the undersigned Directors of MILE HIGH WATER COMPANY, being all of the Directors of said Corporation, do hereby waive notice of special meeting of the Board of Directors of said Association to be held in conjunction with the meeting of the members of said Association on July 19, 1961 at 8:00 PM.M and described more fully in the Waiver of Members above set forth.