Aerial view of Ruedi Dam and Reservoir looking Northeast
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.
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.
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.
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.
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.
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.
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.
The fiscal year of the Authority shall be from January 1 to December 31.
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.
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.
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.
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 ___________, 20___, by unanimous approval by Resolution #_______ of the Board of Directors of the Ruedi Reservoir Water and Power Authority.
Chairman, Ruedi Water and Power Authority
Approved as to Form:
Attorney for the Ruedi Water and Power Authority
Director, Ruedi Water and Power Authority