BYLAWS

OF

DONALA WATER AND SANITATION DISTRICT

AND

GLENEAGLE ENTERPRISE

 

ARTICLE I

DIRECTORS, POWERS AND MEETINGS

SECTION 1 – Directors

Powers and term The property and business of the Donala Water and Sanitation District (the “District”) shall be managed by the board of Directors who shall be elected and otherwise chosen from the residents of the District who are eligible electors, pursuant to and shall exercise the powers granted by law, particularly, Title 32, Article One, Colorado Revised Statutes, as heretofore and hereinafter amended.  The officers of the district shall be the officers of the Board and shall be elected and otherwise chosen as hereinafter provided, Pursuant to Section 32-1-305.5, C.R.S. ( 1995 Sup.).  The basic term of office for directors shall be four years.  A nomination for director to serve may be made by the filing of a self-nomination and acceptance form with the Designated Election Official not less than sixty-seven days before the date of the election.  The process designated in part 8 of Article 4 of Title 1 C.R.S., regarding nomination of independent candidates, and part 9, of Article 4 of Title 1 C.R.S., regarding candidacy, shall be followed for the nomination of directors.  The biennial election of directors shall be held on the Tuesday succeeding the first Monday of May in every even numbered year, together with submission of other public questions, if any, as provided by Section 32-1-103 (17), C.R.S.

In compliance with Section 11, Article XVIII of the Colorado Constitution, no Director shall serve more than two consecutive terms in office, except that with respect to terms of office which are two years or shorter in duration, no such elected official shall serve more than three consecutive terms of office.  This limitation on the number of terms shall apply to terms of office beginning on or after January 1, 1995.  For purposes of Section 11, terms are considered consecutive unless they are at least four years apart.  The voters of the District may lengthen, shorten or eliminate the limitations on terms of office imposed by Section 11.

Oath and bond of directors Each director, within thirty days after his election except for good cause shown, shall appear before an officer authorized to administer oaths and take an oath that he will faithfully perform the duties of his office as required by law and will support the Constitution of the United States, the Constitution of the State of Colorado, and the laws made pursuant thereto.  The oath may be administered by the County Clerk and Recorder, by the Clerk of the court, by any person authorized to administer oaths in this state, or by the chairman of the board and shall be filed with the Clerk of the Court and with the State Division of Local Government in the Department of Local Affairs.

At the time of filing said oath, there shall also be filed for each director an individual, schedule, or blanket surety bond at the expense of the District, in an amount determined by the board of not less than one thousand dollars each, conditioned upon the faithful performance of his duties as director.

If any director fails to take the oath or the requisite bond is not filed (which bond may be furnished by the District) within the period allowed, except for good cause shown, his office shall be deemed vacant, and the vacancy thus created shall be filled in the same manner as other vacancies in the office of director.

Director compensation and Disclosures Each director may receive as compensation for his service a sum not in excess of that stipulated by state statute.  No director shall received compensation as an employee of the District, other than that provided in this section, and any director shall disqualify himself from voting on any issue in which he has a conflict of interest unless such director has disclosed such conflict of interest in compliance with section 18-8-308, C.R.S.  Reimbursement of actual expenses for directors shall not be considered compensation.

If a director owns undeveloped land which constitutes at least twenty percent of the territory included in the District, such director shall disclose such fact in accordance with section 18-8-308, C.R.S., before each meeting of the board, and the fact of such disclosure shall be entered in the minutes of such meeting.  For the purposes of this subsection, “undeveloped land” means real property which has not been subdivided or which has no improvements contracted on it, excluding real property dedicated for park, recreation, or open space purposes.

Vacancies (1)  A director’s office shall be deemed to be vacant upon the occurrence of any one of the flowing events prior to the expiration of the term of office:

(a)  If for any reason a properly qualified person is not elected to a director’s office by the electors as required at a regular election;

(b)  If a person who was duly elected or appointed fails, neglects, or refuses to subscribe to an oath of office or does not have a bond filed in accordance with these bylaws;

(c)  If a person who was duly elected or appointed submits a written resignation to the board;

(d)  If the person who was duly elected or appointed ceases to be qualified for the office to which he was elected;

(e)  If a person who was duly elected is convicted of a felony;

(f)  If a court of competent jurisdiction voids the election or appointment or removes the person duly elected or appointed for any cause whatsoever, but only after his right to appeal has been waived or otherwise exhausted;

(g)  If the person who was duly elected or appointed fails to attend three consecutive regular meetings of the board without the board having entered upon its minutes an approval for an additional absence or absences;  except that such additional absence or absences shall be excused for temporary mental or physical disability or illness;

(h)  If the person who was duly elected or appointed dies during his term of office.

(2)  Any vacancy on the board shall be filled by appointment by the remaining director or directors; the appointee to serve until the next regular election, at which time, the vacancy shall be filled by election for any remaining unexpired portion of the term.  If, within sixty days of the occurrence of any vacancy, the board fails, neglects, or refuses to appoint a director from the pool of any duly qualified, willing candidates, the board of county commissioners of the county which approved the organizational petition may appoint a director to fill such vacancy.  The remaining director or directors shall not lose their authority to make an appointment to fill any vacancy unless and until the board of county commissioners which approved the organizational petition has actually made an appointment to fill that vacancy.

(3)  All appointments shall be evidenced by an appropriate entry in the minutes of the meeting, and the board shall cause a notice of appointment to be delivered to the person so appointed.  A duplicate of each notice of appointment, together with the mailing address of the person so appointed, shall be forwarded to the division.

SECTION 2 – Meetings

All official business of the board shall be conducted only during regular or special meetings at which a quorum is present (more than one-half of the number of directors servicing on the board shall constitute a quorum at any meeting), and all meetings shall be open to the public and shall comply with the Colorado Open Meeting Law, Section 24-6-401 et seq., C.R.S. (1988 & 1995 Sup.)  A simple majority of the quorum at any meeting may pass a motion.  All board members, including officers of the District who are board members, have authority to propose, second, and vote on motions.

The Board shall normally meet regularly at the District office on the 3rd Wednesday of each month at 1:30 o’clock P.M., at 15850 Holbein Drive, Colorado Springs, Colorado 80921, within the boundaries of the District.  If the meeting time or place is changed, a notice will be posted by the Secretary of the District in at least three public places, within the District, and in addition, one such notice shall be posted in the office of the county clerk and recorder.

Notice of the time and place designated for regular meetings shall be posted by the Secretary of the District in at least three public places, within the District, and in addition, one such notice shall be posted in the office of the County Clerk and Recorder.   The public place or places for posting such notice shall be designated annually at the District’s first regular meeting of each calendar year.  The posting shall include specific agenda information where possible.  Notices shall remain posted and shall be changed in the event that the time or place of such regular or special meetings is changed.

The Board shall pass a resolution at the first regular meeting of each year as to the above dates and place of the regular meetings.  Thereafter, no notice to the Board shall be required in connection with such regular meetings.

In addition to any other means of full and timely notice, the District shall be deemed to have given full and timely notice if the notice of the meeting is posted in a designated public place within the boundaries of the District no less than twenty-four hours prior to the holding of the meeting.

Special meetings may be called by any director or officer by informing the other directors and officers of the date, time, and place of such special meeting and the purpose for which it is called, and by posting notice as provided in this section at least three days prior to said meeting.  Notice of such meetings shall be given to the Directors by letter, postcard, telephone call, or personal notice and at such time prior to the meeting as under the circumstances may be practical.

Notice posted pursuant to this section for any regular or special meeting at which the board intends to make a final determination to issue or refund general obligation indebtedness, to consolidate the District with another special district, to dissolve the District, to file a plan for the adjustment of debt under federal bankruptcy law, or to enter into a private contract with a director, or not to make a scheduled bond payment, shall set forth such proposed action.

All special and regular meetings of the board shall be held at locations which are within the boundaries of the District or which are within the boundaries of the county in which the District is located, in whole or in part, or in any county so long as the meeting locations does not exceed twenty miles from the District boundaries.  The provisions of this section governing the location of meetings may be waived only if the following criteria are met:

(a)  The proposed change of location of a meeting of the board appears on the agenda of a regular or special meeting of the board; and

(b)  A resolution is adopted by the board stating the reason for which a meeting of the board is to be held in a location other than under the provisions of this section and further stating the date, time, and place of such meeting.

ARTICLE II

OFFICERS

Organization of Board After taking the oath and filing bonds, the board shall elect one of its members as Chairman of the Board and President of the District, one of its members as Vice Chairman of the Board and vice President of the District, one of its members as a Treasurer of the Board and District, and a Secretary who may be a member of the Board.  The Secretary and the Treasurer may be one person, but, if such is the case, he/she shall be a member of the Board.

Treasurer The Treasurer shall file with the Clerk of the court, at the expense of the District, a corporate fidelity bond in an amount determined by the Board of not less than five thousand dollars, conditioned on the faithful performance of the duties of his/her office.

Elections The regular election of such officers shall be held biennially at the first regular meeting of the Board following the biennial election of Directors.  A special election to fill any vacancies in such offices may be held by the Directors at any regular or special meeting.  Any officer elected to fill a vacancy shall serve until the next regular election of officers.

Vacancies In the event of absence or inability of any officer to act, the board may delegate the powers or duties of such officer to any other officer, director or person who it may select.

ARTICLE III

SEAL, CLERICAL, AND FINANCE

Seal The Board shall adopt a seal to be used in all places and in such manner as seals generally are used by public and private corporations.  The Secretary shall have custody of the seal and shall be responsible for its safekeeping and use.

Records The Secretary shall keep, in a well-bound book, a record of all the proceedings of the Board, minutes of all meetings, certificates, contracts, bonds given by employees and all corporate acts which shall be open to inspection of all owners of property in the district, as well as to all other interested parties.

Financial The moneys of the District shall be deposited in the name of the District in such bank or banks or trust company or trust companies as the Board of Directors shall designate and as shall be authorized by law, and may be drawn out only on checks signed in the name of the District by such person or persons as the Board by appropriate resolution shall direct.

The treasurer shall keep strict and accurate accounts of all money received by and disbursed for and on behalf of the District in permanent records.  The Board shall cause an audit or audits to be made of all financial affairs of the district at the end of each fiscal year, and shall in all ways follow the mandates of the Colorado Local Government Audit Law, Section 29-1-602 et seq., Colorado Revised Statutes.  The fiscal year of such District is hereby established as commencing on the 1st day of January in each year and ending on the 31st day of December of said year.

Budget The Board of Directors shall adopt an annual budget for the ensuing fiscal year before the first day of each fiscal year and shall cause a certified copy of such budget to be filed with the appropriate State and County officials as provided by law, and shall otherwise comply with the Local Government budget Law of Colorado, Section 29-1-101 et seq., Colorado Revised Statutes.

Taxes The Board of Directors shall, at the time and in the manner required by law in each year, certify to the Board of County Commissioners of El Paso county, Colorado, the rate of any ad valorem tax levy which the board of Directors shall have fixed as the annual levy for the District.

Division of Local Government In compliance with Section 32-1-104, Colorado Revised Statue (1995 Sup.) The secretary shall file with the Division of Local governments the names and addresses of all the members of the board, the names of the officers, and a business address, telephone number and contact person for each District, and shall notify the division of all changes in boundaries.  The District shall register its business address, telephone number, and the name of a contact person with the division when certifying the results of a District election pursuant to County Commissioners, the County Assessor, the County Treasurer, and the County Clerk and Recorder of El Paso County, the governing body of any municipality in which the special District is located, and the Division of Local Government of the name of the Chairman of the Board, the contact person, the telephone number, and the business address of the District.  If such persons and address are not located within the District, the District shall notify each such county clerk and recorder and municipality’s governing body of the name, address, and telephone number of a contract person located with the District, if such person is available.  A copy of all intergovernmental agreements shall be filed with the division of Local Governments.

ARTICLE IV

INDEMNIFICATION

The District shall pay and indemnify any director or officer or former director or officer of the district, and the personal representative of any of such persons for and against damages, judgments, settlements, costs, charges or expenses incurred in connection with the defense of any action, suit or proceeding or any appeal thereof, or which may be threatened, pursuant to law, common or statutory, in which any such person is made a party by reason of being or having been such director or officer, EXCEPT in relation to matters as to which he is adjudged in such action or proceeding to be liable for misconduct in the performance of duty, AND EXCEPT in relation to matters as to which he is adjudged in such action or proceeding to be liable for a tortious act or omission which is willful or wanton; BUT such indemnification shall not be deemed exclusive of any other rights to which the director or officer is entitled under any other bylaw, agreement, law or regulation, or otherwise.

ARTICLE V

STATUTORY RESPONSIBILITIES

Advice and assistance of legal counsel experienced in District matters should be solicited on legal issues as they arise.  General guidance is also offered by the “Special District Board Member Manual” which is updated periodically.  Special publications are also offered in specific areas (e.g. Election Procedures).

ARTICLE VI

AMENDMENTS

These Bylaws may be altered, amended or repealed by a simple majority of a quorum at any regular meeting of the Board of Directors, or at any special meeting of the Board called for that purpose.

ARTICLE VII

ENTERPRISE

The “Gleneagle Enterprise” (“GE”) was established by the District as a body corporate and political subdivision of the State of Colorado created pursuant to the Water Activity Statute, C.R.S.§ 37-45.1-101 et seq. and Amendment 1, The Tax Payers Bill of Rights, Colorado Const. art. X s.20 (“Tabor”).  GE is wholly owned by the District, and in pursuit of benefit, gain or livelihood, conducts business in District water activities.  GE exercises all of the District Board of Directors’ legal authority relating to water activities available to an enterprise under S.B. 93-130 and any other applicable law, including the District’s police powers and powers of eminent domain, the authority to contract with other person, or entities, including other districts or water activity enterprises, except the power to tax.  The GE shall be at all times 100 percent owned by the district, and distribute its profits and assets only to the District, or as directed by the district Board, after making payments as necessary for the continued operation of the GE.  GE has established a GE Account for revenues and expenditures related to its water activities.  GE has authority to only receive under ten percent of its annual revenues in grants from all Colorado state and local governments combined.   GE may issue or reissue revenue bonds, or enter into multi-year financial obligations payable from revenues derived or to be derived from the function, service, benefits or facilities of the GE, or from any other available funds to the GE, in compliance with C.R.S. § 37-45.1-104, and other applicable law, and these bylaws.  The GE cannot obligate the District without a TABOR election.  All taxes collected by the District shall be accounted for separately and kept in a separate District tax account, and shall not be counted as revenues of GE.  Monies given to the district by the GE shall be kept in a District account separate from the tax revenue account.   Any property later purchased, granted to, or otherwise acquired by the GE shall be assigned to the District upon acquisition by the GE.  Employment of District employees and personnel remain with the District and not the GE.

The GE’s Directors are the same person as the District’ Directors, are bound by all of these same bylaws, and are indemnified, as are District Directors.

ADOPTED AND APPROVED this 27th day of March, 2000.

William T. Nance President, Board of Directors of Donala Water and Sanitation District,

and President of the Board of Directors of the Gleneagle Enterprise,

El Paso County, Colorado

(seal)

ATTEST:

Thomas L. Graham

Vice President, Board of Directors Donala Water and Sanitation District

and Vice President of the Board of Directors of the Gleneagle Enterprise,

El Paso County, Colorado