Ruedi Reservoir Water and Power Authority Bylaws
ARTICLE
I:
Membership
The members of the Ruedi Reservoir Water and Power Authority ("The
Authority") shall be the parties signatory to the Intergovernmental
Agreement creating the Authority. The Board of Directors of the Authority
shall at all times act in accordance with the provisions of said Agreement
and no provision of these Bylaws shall be inconsistent therewith.
ARTICLE II:
Offices
The principal offices of the Authority shall be located at 0238 Fawn Drive,
Carbondale, Co 81623. The Board of Directors shall have the power and
authority to establish and maintain other offices as it deems appropriate.
ARTICLE III:
Board of Directors
Section 1. General Powers. The governing body of the Authority
shall be the Board of Directors ("Board")
Sections 2. Regular Meetings. The Board shall meet at least
annually at a time and place to be determined by the Board, to conduct
the business of the Authority, and at such other times as the Board may
direct. Meetings shall be held at least 4 times per year and no more than
four months shall pass between meetings. The posting requirements and
content of meeting notices shall be established by the Board by resolution.
Section 3. Special Meetings. Special meetings of the Board may be called
by or at the request of the Chairman or any two (2) Directors, and shall
be held in a location to be determined by the Executive Director or the
Chairman. Notice of any special meeting shall be given at least fifteen
(15) days before the time fixed for the meeting, by written notice delivered
in person or by telephone, facsimile, e-mail or regular mail to each Director
at his or her address. Any Director may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice
of the meeting, except where a Director attends a meeting with the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened. The business to be transacted and
the purpose of any special meeting of the Board shall be specified in
the notice or waiver of notice of the meeting.
ARTICLE IV:
Officers
Section 1. Number. The officer of the Authority shall be the Executive
Director. The Board may establish other officers at its discretion upon
amendment of these Bylaws to that effect.
Section 2. Appointment and Term of Office. The officers of the
Authority shall be appointed by the Board to serve at the pleasure of
the Board. Members of the Board may be appointed as officers of the Authority.
Section 3. Powers and Duties of the Executive Director. The Executive
Director of the Authority shall be the Authority’s principal executive
officer and shall exercise general supervision and control over all the
business affairs of the Authority.
1. The Executive Director shall have the following specific powers and
duties:
(a) To
have general and active management of the business of the Authority;
(b)To see
that all orders and resolutions of the Authority are carried into effect;
(c) To
execute bonds, notes, mortgages, deeds of trust and other contracts
and documents requiring the seal, under the seal of the Authority;
(d) To
record or see to the proper recording of the minutes and transactions
of all meetings of the Board of Directors, and to maintain separate
minute books at the principal office of the Authority, or such other
place as the Board may order, of all such meetings in form and manner
required by law;
(e) To
keep at the principal office of the Authority record books showing the
details required by law with respect to any other matter;
(f) To
attend to the giving and serving of all notices of the Authority required
by law or these Bylaws to be given;
(g) To
attend to such correspondence and make such reports as may be assigned
to him or her;
(h) To
oversee the finances of the Authority in conjunction with the Authority’s
Financial Agent and to make regular reports to the Authority regarding
the Authority’s financial status;
(i) To
ensure the safekeeping of the seal of the Authority, and when authorized
by the Board to affix the seal to any instrument requiring it;
(j) To
have general superintendence and direction of all the other officers
of the Authority and of the agents and employees thereof and to see
that their duties are promptly performed;
(k) To
operate and conduct the business and affairs of the Authority according
to the orders and resolutions of the Board and according to the Executive
Director’s discretion whenever and wherever it is not expressly
limited by such orders and resolutions;
(l) To
submit a report of the operations of the Authority to the Directors
at each regular meeting , and from time to time to report to the Directors
all matters within his knowledge which are pertinent to the business
of the Authority to their attention in the best interest of the Authority.
2. In addition
to the foregoing, the Executive Director shall have the additional authority
and duties as set forth from time to time by the Board.
Section 4. Powers and Duties of the Financial Agent. The Authority
may appoint a Financial Agent to act as the custodian of its funds, securities
and property. The Financial Agent shall have the following specific duties
and powers:
1. To keep
and maintain, open to inspection by the Executive Director and any Director
and any member of the public at all reasonable times, adequate and correct
accounts of the properties and business transactions of the Authority,
which shall include all matters required by law and which shall be in
the form as required by law.
2. To
have the care and custody of the funds and valuables of the Authority
and deposit the same in the name and to the credit of the Authority
with such depositories as the Board may designate.
3. To maintain
accurate lists and descriptions of all capital assets of the Authority,
including land, buildings, and facilities.
4. To see
to the proper drafting of all checks, drafts, notes and orders for the
payment of money as required in the business of the Authority, and to
sign such instruments together with the President.
5. To disburse
the funds of the Authority for proper expenses and as he may be ordered
by the Board to take paper vouchers for such disbursements.
6. To render
to the Executive Director or to the Board, whenever they may require
it, an account of all his or her transactions as Treasurer, and a financial
statement in a form satisfactory to them, showing the condition of the
Authority.
7. To prepare,
or cooperate in the preparation of, an annual audit, or periodic audit,
as may be ordered by the Board.
In addition
to the foregoing, the Financial Agent shall have such other powers, duties
and authority as may be set forth elsewhere in these Bylaws and as may
be prescribed by the Executive Director or the Board from time to time.
Section 5. Salaries. The salaries of the officer(s) shall
be reviewed from time to time by the Board. No officer shall be precluded
from receiving a salary because the officer is also a Director of the
Authority.
ARTICLE V:
Indemnification of Directors and Officers
Each Director and Officer of the Authority now or hereafter serving as
such, shall be indemnified by the Authority against any and all claims
and liabilities to which he or she has or shall become subject by reason
of serving or having served as such Director or Officer, or by reason
of any action alleged to have been taken, omitted or neglected by such
Officer or Director. The Authority shall be responsible for all legal
expenses reasonably incurred in connection with any such claim or liability,
provided, however, that no such person shall be indemnified against or
be reimbursed for any expense incurred in connection with any claim or
liability arising out of willful misconduct or gross negligence. The right
of indemnification here provided shall not be exclusive of any rights
to which any Director or Officer of the Authority may otherwise be entitled
by law.
ARTICLE VI:
Officers – Fidelity Bonds
The Financial Agent and any other officers, agents and employees of the
Authority who handle funds of the Authority in any manner, and any other
officers, agents and employees of the Authority specifically designated
by the Board, may be required to execute a fidelity bond in favor of the
Authority in the amount of $500,000. Each such fidelity bond shall be
executed by the Officer, agent or employee as principal and by a corporate
surety company approved by the Board. Blanket bonds may be employed in
lieu of individual bonds, in the case of employees. All premiums for fidelity
bonds required of officers, agents and employees shall be paid by the
Authority and such premiums shall be an Authority expense.
ARTICLE VII.
Contracts, Loans, Checks and Deposits
Section 1. Contracts. Subject to the provisions of the Intergovernmental
Agreement, the Board may authorize its officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the
name of, and on the behalf of, the Authority and such authority can be
general or confined to specific instances.
Section 2. Loans. Subject to the provisions of the Intergovernmental Agreement,
no loans shall be contracted on behalf of the Authority and no evidence
of indebtedness shall be issued in its name unless authorized by resolution
of the Board in accordance with the Intergovernmental Agreement establishing
the Authority. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued
in the name of the Authority shall be signed by such officer or officers,
agent or agents of the Authority and in such manner as shall from time
to time be determined by the Board.
Section 4. Deposits. All funds of the Authority not otherwise employed
shall be deposited from time to time to the credit of the Authority in
such banks, trust companies, or other depositories as the Board may select.
ARTICLE
VIII.
Fiscal Year
The fiscal year of the Authority shall be from January 1 to December 31.
ARTICLE
IX.
Annual Report
The Board shall present at each meeting immediately following the end
of the fiscal year, a complete report on the business of the Authority
for the prior fiscal year, and its condition as of the date of the report.
Each report shall disclose in detail the financial condition of the Authority,
any compensation paid to officers or Directors, including salary, bonuses
and any other benefits, and the income and expenses of the Authority for
the period of the report. Such financial information may be given by means
of balance sheets and statements of profit and loss, or revenue statements,
prepared by the Financial Agent or accountant of the Authority.
ARTICLE
X:
Seal
The Board shall provide an Authority seal, which shall be circular in
form and shall have inscribed thereon the name of the Authority and the
name of the State of Colorado and the words "Seal of the Ruedi Water
and Power Authority". The seal shall be stamped or affixed to such
documents as may be prescribed by law or custom or by the Board.
ARTICLE
XI:
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by resolution of the Board at any regular or special meeting of
the Board; provided, however, that the number of Directors shall not be
increased or decreased nor shall the provisions of the Intergovernmental
Agreement establishing the Authority be altered without the approval of
each of the parties of the Authority. Changes in and additions to the
Bylaws must be by unanimous agreement of the Board as per the provisions
of the Intergovernmental Agreement establishing the Authority. Changes
in and additions to the Bylaws by the Board shall be provided to the individual
members of the Authority by way of Certified Mail delivered to the City
or County Managers or Administrators of the member governments within
sixty (60) days after revision and shall be subject to approval or disapproval
by each of the individual members of the Authority. If an individual member
does not register an objection to the proposed revisions they shall become
effective within sixty (60) days after submission for their review.
ARTICLE
XII:
Inspection and Copies of Bylaws
The Bylaws and all amendments thereto shall be maintained in current form
by the Secretary and shall be made available for inspection by any member
of the Authority and the public at the office of the Executive Director
at any time during business hours. A copy of the Bylaws, as amended, shall
be furnished to the representative of any member of the Authority on written
request.
Approved this ______ day of ___________, 19___, by unanimous approval
by Resolution #_______ of the Board of Directors of the Ruedi Reservoir
Water and Power Authority.
SIGNATURE
BLOCK
_________________________________________
Chairman, Ruedi Water and Power Authority
Approved as to Form:
_________________________________________ _________________
Attorney for the Ruedi Water and Power Authority Date
Witness:
_________________________________________ _________________
Director, Ruedi Water and Power Authority Date
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