AMENDED ARTICLES OF INCORPORATION MONTEZUMA WATER COMPANY
a non-profit Corporation
KNOW ALL MEN BY THESE PRESENTS, that we, W.T. BUTLER, RUBEN McEWEN, ROBERT TOLES, DUDLEY MILLARD, CLIFFORD SMALL, DAN CLINE, H. RODNEY TANNER, JAMES SNOW AND BENNY GORDANIER, all residents of the County of Montezuma and/or the County of Dolores, State of Colorado, have, and do hereby, associate ourselves together for the purpose of forming and becoming a body corporate and politic, not for profit or pecuniary gain, under and by virtue of and in accordance with the provisions of Article 20 thru 29 of the 1973 Colorado Revised Statutes, otherwise known as the Colorado Non-Profit Corporation Act, and we do hereby make, execute, acknowledge and adopt the following articles for such corporation.
FIRST: The Corporate name shall be MONTEZUMA WATER COMPANY.
SECOND: The term for which this corporation is organized is perpetual.
THIRD: The object and purposes for which this corporation is formed and incorporated are as follows:
(a) To acquire by purchase, lease, or otherwise, water and water rights; and to purchase, construct, maintain, and operate a water pipe line distribution system together with storage and/or treatment facilities; and to own and acquire property, either real or personal, which may be necessary for and incidental to, the acquisition of supply, delivery, and sale, of domestic and/or industrial water to rural residents, or water users, in areas of the Counties of Montezuma , Dolores, and San Miguel in the State of Colorado; and to sell and deliver water to private or public water systems; and to do and conduct such business as shall be deemed prudent and practical thereof by the members, officers and directors of this association.
(b) To acquire by purchase, lease or otherwise, and to hold, sell, mortgage lease of otherwise dispose of, real estate and personal property, either within or without the State of Colorado, for said corporation, or for other persons and associations, and to loan or borrow money upon such real estate of personal property.
(c) To acquire by purchase or otherwise, and to hold, or sell, bonds, warrants and all classes of securities, and to borrow or loan money upon the same.
(d) To borrow money, either with or without giving security therefor, and to loan money, either with or without taking security therefor.
(e) To make and enter into contracts and to conduct any lawful business whatsoever, and to do and transact any business not prohibited by law for a corporation to do and perform when organized under this Act.
FOURTH: The number of directors of this corporation shall be nine (9) and their terms of office shall be for a period of three (3) years: three directors to be elected each year. Such directors shall be members of this corporation and each shall be elected by a majority vote of the membership of this corporation. The area served by this corporation shall be divided into nine (9) districts, based upon water users, for the purpose of director representation: one director to be elected from each district. The names and addresses of such directors who shall manage the affairs of this corporation until their successors are elected and qualified, are as follows:
PO Box 30, Dolores, Colorado
16888 Rd 24, Dolores, Colorado
Robert L. Toles
21479 Rd W, Lewis, Colorado
13267 Rd 21, Cortez, Colorado
Gus C, Small
11607 Rd 29, Cortez, Colorado
Dan G. Cline
PO Box 782, Dolores, Colorado
James E. Snow
PO Box 224, Cortez, Colorado
H. Rodney Tanner
PO Box 484, Dove Creek, Colorado
Benny J. Gordanier
7116 Rd 25, Cortez, Colorado
FIFTH: The Board of Directors shall have the sole authority to make, adopt and set, the standards, policies, and regulations, concerning the construction and operation of the system and the delivery of water; and to set fees and determine the rates, charges, and fees, which shall be charged and collected for the delivery of water. Such rates and charges shall be by them determined so as to reflect the costs of construction, maintenance, operation, retirement of indebtedness, repairs, and improvements, of said water system. Such rates and charges may be from time to time raised or lowered at the discretion of the Board of Directors. The Board of Directors may also assess the members for the costs of construction, operation, maintenance and repayment of indebtedness. In the event of delinquency in the payment of water charges and assessments, the Board of Directors shall have the power to enforce the collection thereof by either or by any combination of the following remedies:
(a) By personal action of debt brought against the delinquent membership.
(b) By foreclosure and/or sale of the delinquent membership.
(c) By withholding the delivery of water from the service connection of the delinquent member.
SIXTH: The officers of this corporation shall be a President and a Vice-President, who shall be members of the Board of Directors, and a Secretary and a Treasurer, who may, or may not, be a member of the Board of Directors. The office of Secretary and the office of Treasurer may be held by the same person. The term of office of the officers of this corporation shall be for a period of one (1) year, or until their successors are duly elected and qualified as provided in the By-Laws.
SEVENTH: This corporation shall have no capital stock. There shall be only one class of membership and the interest of the members shall be evidenced by Membership Certificates issued upon payment of such fees and in such form and to such applicants for membership as may be provided in the By-Laws of said corporation. The interest, rights and obligations of all members of the said corporation shall be equal, except as may be provided in the By-Laws of said corporation. The corporation is operated not for profit.
EIGHTH: The President, or the Vice-President in the case of absence of the President, together with the Secretary shall have the authority to convey or encumber the real and personal property of the corporation and to make, execute and acknowledge instruments of conveyance or encumbrances thereof. Provided, however, that no conveyance or encumbrance shall be executed without the majority of the Board of Directors.
NINTH: These Articles of Incorporation may be amended at any meeting of the members with a two-thirds (2/3) majority vote of members present, represented either by proxy, ballot or in person.
TENTH: By-Laws of this corporation for the management of its affairs shall be adopted by the Board of Directors of said corporation and said Board of Directors shall be empowered to amend or appeal the By-Laws.
ELEVENTH: Cumulative voting shall not be allowed.
TWELETH: The principle office of said corporation shall be 209 Central Avenue, in the Town of Dolores, County of Montezuma, State of Colorado, or in such town in said County and State as the Board of Directors may from time to time designate, and the principle business of said corporation shall be carried on in the County of Montezuma, State of Colorado.
IN WITNESS WHEREOF, then undersigned incorporators have hereunto set their hands and seals this 12th day of March 1988, at Dolores, Colorado.