About Us
Finding Inspiration in Every Turn
Remembering our past, Taking care of our present, Preparing for our future
Our Story
Virgin Irrigation Company was first incorporated in 1905 by combining the “Farming
Land Ditch company”, “South Farming Land Ditch Company”, “Upper Ditch Company”, and “Lower Ditch Company”,
​
Original 1905 articles of incorporation
ARTICLES OF INCORPORATION
OF THE
VIRGIN IRRIGATION COMPANY
State of Utah: #
#
County of Washington #
Article One.
This company is organized for the purpose of constructing, pur-
chasing, owning and maintaining dams, bridges, ditches, flues and other
waterways and necessary and convenient appertainances thereto for the
diverting and distributing of water from the Virgin River and other
streams for irrigation, for power, and for domestic purposes.
Article Two.
The name of this company shall be The Virgin Irrigation Company.
Article Three.
The place of organization of this company is Virgin, Washing-
ton County, Utah.
Article Four.
The names of the incorporators of this company all of whom are
residents of Virgin, Utah, are as follows:- Jas A. Stratton, Frank Strat-
ton, Wm Wright, James Humphries, AtkinsHinton, James Jepson, J.H.Hastings,
Amos Workman, George F. Campbell, Chas A. Workman, A.J. Workman, C.H.Earl,
Elisha S. Lee, F.F. Beebe , J.H.Lee, L.J.Spendlove, Henry Cornelius,
Mariam Pratt, J.A. Stratton,Jr., Ira E, Bradshaw, Leroy W, Beebe, Alice
Isom, John N. xxxxxxxx Hinton, Richard Wright, JohnSpendlove, Thos R.
Reeves, Alma Wright.
Article Five.
This company shall continue its corporate existence for fifty
(50) years.
Article Six.
The principal place of business of this company shall be Vir-
gin, Utah, provided that busines s may be transacted at other places by
order of the Board of Directors.
Article Seven.
The following named persons have subscribed the amount
of stock set opposite their respective names.
Jas A. Stratton 16 George F. Campbell 5-1/2x-
Frank Stratton 7-1/2 Chas A. Workman 7-1/2
Wm Wright 10 A.J. Workman 1
James Humphries 10 C.H.Earl 1/2
Atkins Hinton 2-1/2 Elisha S.Lee 5
James Jepson 12 F.F.Beebe 3/4
J.H.Hastings 1-1/4 J.H.Lee 4-1/2
Amos Workman 1-1/2 L.J.Spendlove 3-1/2
Henry Cornelius 2 Jonh N. Hinton 7
Mariam Pratt 3-1/2 Richard Wright 7
J.A. Stratton Jr. 6 John Spendlove 9-1/4
Ira E. Bradshaw 11-1/2 Thos R. Reeves 2
Leroy W. Beebe 1 Alma Wright 6-1/2
Alice Isom 7-1/2
​
Article Eight.
The Capital Stock of this company shall consist of Five Hun-
dred shares of the par value of Ten Dollars ($10.00) each. The stock
subscribed as listed in Article Seven consists of shares in the following
ditch companies of Virgin, Utah, valued at Ten Dollars each:-“Farming
Land Ditch company”, “South Farming Land Ditch Company”, “Upper Ditch
Company”, and “Lower Ditch Company”, shares in said ditch companies will
Be accepted in payment for shares in this company until December first
A.D.1905.
Article Nine.
The officers of this company shall consist of a Board of Direc-
tors composed of five (5) members all of whom shall be stockholders in
the company, and whose term of office shall be one year, or until their
successors are elected and qualified. From their number they shall elect
a President, a Vice-President, a Secretary, and a Treasurer.
Article Ten.
There shall be a meeting of the stockholders of this company
on the 27th day of December A.D.1905, and annually thereafter, for the
purpose of hearing the report of the Board of Directors, for the electing
of officers, and for xxxxx the transacting of such other business as may
legally come before the meeting.
provided that Wm Wright, Jas Jepson, Ira E. Bradshaw, Chas A. Workman,
and Jas A. Stratton Sr. shall constitute the first Board of Directors to
hold office until 12 o’clock, noon, on the second Monday inx January
A.D. 1906, or until their succes sors are elected and qualified.
Article Eleven.
Any officer may be removed from office upon evidence that he
is working against the interests of the company, or that he has violated
his oath of office.
Article Twelve.
Any officer may resign his office by giving written notice
to the Board of Directors; but such resignation shall not take effect
until accepted by said Board.
Article Thirteen.
A majority of the Board of Directors shall form a quorum and
have power to do any business within the jurisdiction of said Board and
exercise the corporate powers of the corporation.
Article Fourteen.
The private property of the stockholders of this company shall
not be liable for its obligations.
Article Fifteen.
All capital stock of this company, whether full paid or not
may be assessed at any rate not exceeding 100%. The manner of levying
assessments shall be provided by the By-Laws.
Article Sixteen.
Each stockholder shall be entitled to one vote, and one only
for each and every share owned by such stockholder, in all business
brought before the company.
Article Seventeen.
It shall be the duty of the Board of Directors to make all ne-
cessary By-Laws, for the management of the Company’s business; to levy
assessments upon the capital stock for all purposes for which the company
is organized; to fill any vacancy that may occur in the Board of Directors
form any cause, until the next general election, to determine the compen-
sation of all agents or officers of the company, and to exercise all the
corporate po wers of the xxxxxxxx corporation in accordance with law.
Article Eighteen.
All By-Laws pa ssed by the Board of Directors shall be presented
to and approved by the stockholders before taking effect.
Article Nineteen.
It shall be the duty of the Secretary to keep a record of all
business transacted by the Board of Directors, and by the stockholders
at any stockholders meeting: to keep the financial accounts of the com-
pany; and to five at least five (5) days notice through the mail of all
general meetings, stating distinctly the time, place, and object of such
meeting.
Article Twenty.
These Articles of Incorporation may be amended by a two thirds
(2/3) vote of all subscribed stock at any general meeting or special
meeting called for that purpose.
In witness whereof we have hereunto subscribed our names this
29 day of October, A.D. 1904.
Jas A. Stratton J.H.Lee
Frank Stratton L.J.Spendlove
Wm Wright Henry Cornelius
James Humphries Mariam Pratt
Atkins Hinton J.A.Stratton Jr.
Jas Jepson Ira E. Bradshaw
J.H Hastings Leroy W.Beebe
Amos Workman Alice Isom
George F. Campbell JohnN. Hinton
Chas A.Workman Richard Wright
A.J. Workman John Spendlove
C.H Earl Thos R.Reeves
Elisha S. Lee Alma Wright
F.F.Beebe
State of Utah #
#SS
County of Washington#
We the undersigned incorporators of the within mentioned
Virgin Irrigation Company do solemnly swear that the incorporators of
said company have commenced to carry on the business mentioned in the
foregoing agreement, and that all stock subscribed has been paid in full.
James Jepson
(Signed) Atkins Hinton
J.H.Hastings
Subscribed and sworn to before me this 11th day of Jan. A.D.
1905.
(Signed) Chas A. Workman
(Seal) Notary Public
Current 1954 by-laws
BY-LAWS
OF
THE VIRGIN IRRIGATION COMPANY
Duly adopted by the stockholders of said company at a meeting thereof
held on the 21st day of April, 1954, at Virgin, Washington County,
State of Utah:
ARTICLE I
The objects, purposes, and powers and the name and principal place of
business of this corporation shall be as stated in the Articles of Incor-
poration of this company.
ARTICLE II
STOCKHOLDERS
Section 1: Annual meeting: The annual meeting of the stockholders of
this company shall be held at such place as may be designated by the board of
directors in Virgin, Washington County, State of Utah, at 8 o’clock P.M. on
the first Monday in January of each year, if not a legal holiday, and, if a
legal holiday, then on the next succeeding day which is not a legal holiday,
for the purpose of hearing the report of the board of directors; for the
election of directors of the corporation; and for the transaction and conduct
of such other business of the company as may legally and properly come before
it.
The place of holding the annual meeting may be changed by resolution
of the board of directors or of the stockholders, adopted at least ten days
prior to the holding of such meeting, provided, that at least ten days before
the holding of such meeting, notice of such change be given to each stockholder
in person or by letter mailed to his last known post office address.
Section 2: Special Meetings: Special meetings of the stockholders for
any purpose or purposes, other than those regulated by statute, may be called
by the president of the company or by a majority of its board of directors, or,
when requested in writing, by stockholders owning at least one-third in amount
of the entire outstanding capital stock of the corporation entitled to vote.
When such special meeting is requested by the stockholders, the request shall
State the purpose or purposes of the same.
Special meetings of the stockholders shall be held at such place in
Virgin, Washington County, State of Utah, as shall be designated by the board
of directors or by the stockholders requesting such meeting.
The secretary and treasurer of the company shall cause written notice of
the time and place of holding each annual and special meeting, indicating
briefly the object or purpose thereof, to be mailed to each stockholder of
record, at his address as the same appears on the stockbook of the company, at
least five days prior to the date fixed for any annual or special meeting.
Section 3: Quorum: Except as in the articles of incorporation other-
wise provided, at any meeting of the stockholders, the holders of a majority
of the shares of the capital stock in the corporation, issued and outstanding
and entitled to vote, present in person or represented by proxy, shall con-
statute a quorum of the stockholders for all purposes, unless the representation
of a larger number shall be required by law, by the articles of incorporation,
or by these by-laws, and in that case, the representation of the number so
required shall constitute a quorum.
If the holders of the amount of stock necessary to constitute a quorum
shall to attend, in person or by proxy, at the time and place of any annual
or special meeting, the chairman of the meeting or a majority in interest of
the stockholders, present in person or by proxy, may adjourn the meeting to
such future time as shall be agreed upon by them without notice other than
by announcement at the meeting. Such meetings may be adjourned from time to
time thereafter until the holders of the amount of stack requisite to constitute
a quorum shall attend. At any such adjourned meeting, at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally noticed.
Section 4: Organization: The president, or in his absence, the vice-
president, shall call meetings of the stockholders to order and shall act as
chairman of such meetings. The board of directors or the stockholders may
appoint any stockholder to act as chairman of any meeting in the absence of
the president and the vice-president. The secretary and treasurer of the cor-
poration shall act as secretary at all meetings of the stockholders, but in
the absence of the secretary and treasurer, the presiding office may appoint
any stockholder to act as secretary of the meeting.
Section 5: Order of Business: At the annual stockholders meeting, the
Order of business shall be as follows:
a. Reading, correction, and approval of minutes of previous meeting.
b. Report of the board of directors, delivered by an officer or
director of said board.
c. Adoption or rejection, in whole or in part, of the report of the
board of directors.
d. Election of directors. The manner and mode of electing directors
shall be as follows: Nominations for the positions shall be first made. Each
stockholder shall be entitled to one vote for each share of stock standing in
his name on the books of the company, and for each majory fraction of a share,
whether represented in person or by proxy, and each stockholder shall have
the right to vote for five directors. Voting shall be by secret ballot,
unless a motion to the contrary is adopted by the meeting. The five stock-
holders receiving the highest number of votes shall be declared elected as
directors of the corporation for the ensuing year.
e. Unfinished business.
f. New business.
Section 6: Voting: At each meeting of the stockholders, every stock-
holder shall be entitled to vote in person or by proxy appointed by an instru-
ment in writing, subscribed by such stockholder or by his duly authorized att-
orney and delivered to the inspectors of election at the meeting, and he shall
have one vote for each share of stock or major fraction thereof entitled to
vote and registered in his name at the time of taking the list of stockholders
for such meeting. Upon the demand of any stockholder, the vote upon any
question before the meeting shall be by secret ballot.
It shall be the duty of the secretary and treasurer to prepare and make,
at least one day before every election, a complete list of stockholders
entitled to vote, arranged in alphabetical order, and indicating the number of
shares held by each. Such list shall be open, during business hours, at the
office of the secretary and treasurer of the corporation for said one day,
to the examination of any stockholder, and shall be produced and kept at the
time and place mentioned during the shole time thereof, and subject to inspect-
ion of any stockholder who may be present. At each meeting of the stockholder,
a like list shall be furnished. Only persons in shoes names shares of stock
stand on the books of the corporation at the time of taking the list of stock-
holders for such meeting, as evidenced by the list of stockholders so furnished,
shall be entitled to vote at such meeting.
Prior to any meeting, but subsequent to the time of closing the transfer
books for such meeting, any proxy may submit his power of attorney to the
secretary and treasurer for examination. The certificate of the secretary and
treasurer as to the regularity of such powers of attorney, and as to the number
of shares held by the persons who severally and respectively executed such
powers of attorney shall be received as prima facie evidence of the number of
shares represented by the holder of such powers of attorney for the purpose of
establishing the presence of a quorum at such meeting and of organizing the
same and for all other purposes.
Section 7: Inspection: At each meeting of the stockholders, inspectors
or judges of election may be appointed by the presiding officer at said meeting
or elected by a majority vote of all of the stockholders present at the meeting
either in person or by proxy, and the duty of the inspectors or judges shall
be to decide all questions touching the qualifications of votes, the validity
of the proxy, the acceptance or rejection of votes, and the counting and
tabulation of the same.
ARTICLE III
BOARD OF DIRECTORS
Section 1: Number and term of office: The board of directors shall
consist of five members. At each annual election of the corporation five
directors shall be elected by vote of the stockholders, the five stockholders
receiving the highest number of votes to be declared elected. All directors
shall be stockholders in the company and shall be elected to serve for the
term of one year and until their successors shall be elected and shall qualify,
except as hereinafter otherwise provided, for filling a vacancy.
Section 2: Vacancies: Any director may resign his office at any time
by fining with the secretary and treasurer, a written resignation accepted
by the board of directors, and if any such resignation be not accepted by the
board of directors within ten days after the filing thereof with the secretary
and treasurer as aforesaid, the same shall become fully effective as a resig-
nation at the expiration of said ten days.
Any director of this corporation may be removed from office for cause,
By the vote of not less than two-thirds of the stock of said company issued and
Outstanding and represented in person or by proxy at any annual meeting or at
Any special meeting called for that purpose. The director shall be informed,
in writing, of the charges preferred against him at least ten (10) days before
such meeting, and at such meeting shall have an opportunity to be heard in per-
son or by counsel and by witnesses in answer thereto. Vacancies so caused, or
caused by the death, resignation, disqualification, or otherwise if such
director many be filled at cush meeting by a majority vote of the stockholders
than present in person or by proxy, or in the event such vacancy is not so
filled, then by a majority vote of the remaining directors, who shall con-
stitute a quorum for that purpose.
Section 3: Qualifications: Every director shall be a holder of at
least one share of the capital stock of the company as shown by the books of
the corporation. Whenever any director shall cease to be a stockholder of
record, he shall cease to be a director and the remaining directors may declare
his office vacant and proceed to appoint a successor in the manner prescribed
in the next preceeding section.
Section 4: Meetings: Regular meetings of the board of directors shall
be held at such place as the board shall from time to time designate, on the
last _Monday of each January , April , July , and
December of each year, if not a legal holiday, and if a legal holiday
then on the next day which is not a legal holiday at the hour of 8 o’clock
P. M. , unless otherwise specified by notice. No notice of regular meetings of
the board of directors need be given, except where necessary to designate the
place or time of the holding of the same.
Special meetings of the board of directors shall be held whenever
called by direction of the president, or in his absence, the vice-president,
or by at least one-half of the directors for the time being in office. The
secretary and treasurer shall give oral or written notice of each special
meeting at least four hours before such meeting to each director, but such
notice may be waived by any director. Unless otherwise indicated in the notice
thereof, any and all business of the company may be transacted at a special
meeting.
Three members of the board of directors shall be necessary to con-
stitute a quorum for the transaction of business and the exercise of the corpor-
ate powers of the corporation.
At meetings of the board of directors, all business ahll be transacted
in such order as from time to time the board may determine. The president,
or in his absence, the vice-president shall preside. The secretary and
treasurer of the corporation shall act as secretary at all meetings of the board
and in case of his absence, the president or presiding officer at the meeting,
may designate any director to act as secretary. I the president and vice-
president are both unavailable to preside, the directors may select a chairman
by a majority vote of those present.
Section 5: Election of Officers: The directors-elect, within fifteen
(15) days after their election at the annual meeting of the stockholder of
the corporation, shall meet, upon due and sufficient notice from the secretary
of the meeting, specifying the time and place of meeting, and shall choose the
officers of the company. All officers are chose or appointed by the board of
directors shall hold office during the pleasure of the board.
Section 6: Duties: The directors shall have the general management
And control of the business and affairs of the company and shall exercise all
the power that may be exercised or performed by the company under the statutes,
the articles of incorporation, and the by-laws. They may provide, further,
for the manner and means of levying and collecting assessments, including a
provision that the whole or any part of any assessment may be paid in labor or
produce or materials and designate the proportions of each kind of pay to be
received as payment thereof. They may employ and dismiss such other employees
and agents for the company as in their judgment may be necessary or desirable,
including, but not limited to, a water master and collector of water assess-
ments.
The board shall have the express power to fix, levy, and collect water
assessments and charges in such manner and in such amount as they shall from
time to time determine in conformity with the articles of incorporation and
these by-laws in such amounts, as shall be equitable and necessary to defray
the operating, maintenance, expansion, and improvement costs of the facilities
of the corporation.
The board, by and through its duly appointed water master, collector
of water charges and assessments, or other agents and servants, may collect all
assessments and charges, when delinquent, by advertisement and sale of the
stock of the delinquent water user and may bill each stockholder at regular
intervals as the board shall determine and upon default in the payment of such
billings, by the stockholders, may cause the immediate discontinuance of
delivery of water and/or the sale of the stock of such delinquent stockholder
in payment of such assessment, according to law. The board shall have and be
vested with all and every other power and authority necessary or desirable
to carry on the business of the corporation in conformity with the statutes
and laws of the State of Utah and the articles of incorporation and by-laws
of this corporation.
Section 7: Compensation: Any salary, commission, expense, allowance,
or other compensation to be paid any director of the corporation whose duties
are hereinabove setforth shall be fixed, from time to time, by the board, but
in any event, each director shall receive no more than the current amount allow-
ed by the company for one says work, for attendance at any meeting of the board,
and shall receive no other salary or compensation whatsoever for his services
as a director of the company, provided, however, that nothing herein contained
shall be construed as precluding any director, legally and properly employed,
from serving the corporation in any other capacity and receiving compensation
therefor, and special compensation may be provided for the secretary and
treasurer of the company.
ARTICLE IV
OFFICERS
Section 1: Officers of the company: The officers of the company shall consist of a president, a vice-president, and a secretary and treasurer, each
each of whom shall be members of and elected by the board of directors form
among themselves.
Section 2: President: The president shall preside at all meetings of
the directors and stockholders and shall have general charge and control over
the affairs of the company, subject to the board of directors. He shall keep
the board of directors fully informed and shall freely consult with them con-
cerning the business of the corporation in his charge. He may sign and
execute or authorize bonds, certificates, and contracts, when authorized by
resolution of the board of directors, and shall sign the checks of the company,
and with the secretary and treasurer may sign all of the certificates of the
shares of the capital stock of the corporation. He shall do and perform such
other duties as from time to time may be assigned to him by the board of
directors.
Section 3: Vice President: The vice president shall perform such duties
as may be assigned to him by the board of directors. In case of the death,
disability, or absence of the president, he shall perform and be bested with
all of the duties and powers of the president.
Section4: Secretary and Treasurer: The secretary and treasurer shall
counter-sign all certificates of stock and checks of the company. He shall
keep a record of the minutes of the proceedings of the meetings of the stock-
holders and directors, and shall give notice as required in these by-laws of
all such meetings and of the sale at public auction of stock in this company
for delinquent assessments. He shall have the custody of all books, records,
and papers of the company, except such as shall be in the charge of some other
person authorized to have the custody and possession thereof by the resolution
of the board of directors. The secretary and treasurer shall deposit all moneys
and securities belonging to this company in such bank or banks or depositories
as the board of directors may designate, and shall also keep such books of
account as the directors may direct. A report of the financial condition of
the company shall be made by the secretary and treasurer whenever requested
by the board of directors, and report of like nature shall be submitted at
the annual meeting of the stockholders. The financial accounts of the company
shall be audited once each year by a committee appointed by the board of
directors. The secretary and treasurer shall, at all reasonable times,
exhibit his books and accounts to the president or any director of the company
upon application at the office of the company or of the secretary and
treasurer during business hours. He shall keep the minutes of all meetings
of the board of directors and the minutes of all meetings of the stockholders
in the books provided for that purpose and he shall attend to the giving and
serving of all notices of the company; he may sign, with the president, in
the named of the company all certificates of shares of stock, contracts authorized
by the board of directors, and when ordered by the board, shall affix the seal
of the company thereto; he shall give charge of the corporate seal of the
company, and shall, in general, perform all the duties incident to the office
of secretary and treasurer. He shall if required by the board of directors,
at any time, five such bond as the directors may require, and in the event of
his failure so to do within five days thereafter shall be held to forfeit and
vacate his office. The cost of such bond shall be borne by the corporation.
Section 5: Term: All officers shall serve for a term of one year and
Until their successors have been elected and qualified.
Section 6: Compensation: Any salary, commission, expense, allowance,
or other compensation to be paid by any officer whose duties are hereinabove
setforth shall be fixed by the board of directors and may be altered or changed
from time to time by appropriate resolution of said board.
ARTICLE V
CAPITAL STOCK
Section 1: Certificates: The certificates of stock shall be in such
form, no inconsistent with the articles or certificate of incorporation, as
shall be provided by the board of directors and shall be signed by the president
or vice president and be counter-signed by the secretary and treasurer, and
attested by the corporate seal.
All certificates shall be consecutively numbered. The name of the
person or persons owning the shares represented by such certificates, with the
number of such shares and dates of issue, shall be entered on the company books.
Section 2: Transfer of certificates: All certificates of stock trans-
ferred by endorsement thereon shall be surrendered for cancellation and new
certificates issued to the purchaser or assignee thereof, except in case of
lost certificates as hereinafter provided.
Section 3: Transfer of shares of certificates: Shares of stock shall
be transferred, sold, assigned, or pledged by an endorsement to the proper
effect, in writing, on the back of such certificate or share, and the delivery
of such share or certificates by the transferer to the transferee. No transfer
shall be considered complete in so far as the corporation is concerned until
the same has been recorded on the books of the company.
All surrendered certificates shall be marked “cancelled” with the date
of cancellation, by the secretary and treasurer and shall be4 immediately pasted
in the stockbook opposite the memorandum of their issue.
Section 4: Holder of record: The corporation may treat the holder of
record of any sharer or shares of stock as the holder in fact thereof and shall
not be bound to recognize any equitable or other claim to or interest in any
said share or shares or certificates on the part of any other person, whether
or not it shall have express or other notice thereof, save that it is expressly
provided by the laws of the State of Utah.
Section 5: Lost or Destroyed Certificates: Ny person claiming a
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and advertise the same in such manner as the board
of directors may require and shall give the corporation a bond in such form
and with such sureties and in such amount as the board may determine, which
shall be at least double the par value of the stock represented by said
certificate or certificates, to protect it or any person injured by the issuance
of the new certificate from any liability or expense which it or they may
incur by reason of the original certificate remaining outstanding, whereupon,
a new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed, but always subject to the
approval of the board of directors.
Section 6: Assessments: Assessments may be levied on all stock, shares,
or certificates in the company, by the board of directors for any purpose
consistent with the objects and purposes of the corporation as expressed in
the articles of incorporation and by-laws thereof, provided, however, that no
assessments shall exceed the sum of _25_ per cent of the par value of the out-
standing capital stock of the corporation unless a majority of the stockholders
of such outstanding shares shall authorize such larger assessments at a regular
or specil meeting called for that purpose.
If any stockholder fails, refuses, or neglects to pay the amount assessed
Against his or her shares or certificates, the board shall have the power to
immediately discontinue the delivery of water to such stockholder and to further
sell so much of said stock or certificates as may be necessary to pay the
delinquent assessments thereon, together with the cost of advertising and
expenses of sale, provided, that notice of all assessments shall be made by
written notice thereof mailed to each stock or certificate holder at his or
her address as the same appears on the stockbook of the company at least
fifteen (15) days prior to the due date thereof. If any portion of the
assessment remains unpaid on the date specified therein for declaring the
stock delinquent, the secretary and treasurer shall, unless otherwise ordered
by the board of directors, cause to be published, as provided by law, a notice
of the sale, at public auction, of said stock or certificate, setting forth
the date and place of such sale, the amount or number of shares to be sold,
and the name of the delinquent owner.
ARTICLE VI
DISTRIBUTION OF WATER
Section 1: The board of directors shall appoint and employ such
water masters and other employees as the board deems necessary and shall
fix the compensation to be paid such water masters and employees.
Section 2: The canals, ditches, reservoirs, dams, facilities, and
any and all other parts of the system or systems of the company shall be under
the exclusive control and management of the board of directors, and the water
masters and other employees acting pursuant to the orders of the board of direc-
tors. All distribution of water to stockholders shall be made only by the
water masters and other employees as may be designated, acting with the
authority of the board of directors.
Section 3: Each stockholder shall be entitled to an amount of water
bearing the same ratio to the total amount of water available for distribution
to all stockholders as the number of shares owned by him bears to the total
number of shares of stock outstanding, provided, however, that this by-law shall
in no wise preclude the rotation in use of water among stockholders by agreement
and with the consent and approval of the board of directors.
Section 4: The board of directors may make, and from time to time
change, such rules and regulations as it may deem necessary or desirable for
the proper distribution and use of water. The violation of any of such rules
and regulations by a stockholder may subject him to such penalty as may be
provided by the rules and regulations.
ARTICLE VII
SEAL
Section 1: Seal: The corporate seal of this company shall be pro-
vided by the board of directors, and contain the name of the company. It
shall be in the charge and custody of the secretary and treasurer.
ARTICLE VIII
AMENDMENTS
Section 1: Amending Articles of Incorporation: The articles of
incorporation may be amended as provided by the laws of the State of Utah.
Section 2: Amending By-Laws: Any of these by-laws may be amended,
repealed, altered, augmented, replaced, or additional by-laws adopted, by
affirmative vote of a majority of the stock issued, outstanding, and entitled
to vote at any annual meeting or at any special meeting noticed for such
purpose, said notice to specify the nature of such contemplated change,
addition, or repeal.
ARTICLE IX
MISCELLANEOUS
Section 1: Fiscal Year: The fiscal year of the corporation, unless
and until changed by the by-laws shall be from January 1 to December 31 of
each year.
Section 2: Notices and waivers of notice: Whenever under the provisions
of these by-laws or of the articles of incorporation notices are required to
be given to any stockholder, director, or officer, unless otherwise provided,
such notice may be given personally, or it may be given in writing by depositing
the same in the post office in a post paid sealed envelope addressed to such
stockholder, director, or officer at such address as appears on the books of
the corporation, or, in default of other address, to such stockholder, director,
or officer at Virgin, Utah, and such notice shall be deemed to have been given
at the time when the same shall thus be mailed. Whenever any notice whatever
is required to be given by law, or under the provisions of the articles of
incorporation or of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the times
stated therein shall be equivalent thereto.
Section 3: Proxy: Unless otherwise provided by law or by the articles
of incorporation or these by-laws proxies duly executed shall be received and
honored for voting on all matters pertaining to stockholders in this company.
Section 4: Additional powers of board: The board of directors shall
have power to create, build, maintain, widen, change, construct, repair and
grade streets and allies, canals, ditches, flumes, reservoirs, and anything
necessary or incidental to carrying on its purposes and objects, and to
acquire land, property, easements, and rights of way for any or all of said
purposes by proceedings in emenint domain, or in any other manner, in so far
as the same now are or may hereafter be permitted and authorized by the laws of
the State of Utah.
Add your own content here. Click to edit.