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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 |
