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BY-LAWS OF THE LECLAIR IRRIGATION DISTRICT

2017

SECTION 1

Name and Corporate Seal

This corporation shall be known as the LECLAIR IRRIGATION DISTRICT. It shall have a corporate seal, circular in form, having around the margin thereof the words “LECLAIR IRRIGATION DISTRICT, FREMONT COUNTY, WYOMING,” and in the center thereof the words “CORPORATE SEAL”.

SECTION 2

Place of Business

The principal place of business of said corporation shall be at the town of Riverton, Fremont County, Wyoming.

SECTION 3

Makeup of the Board of Commissioners

An elected three-person Board of Commissioners as authorized by Wyoming law governs the LeClair Irrigation District. The canal system is divided into three separate sections along its length, and there is one Commissioner elected from each section on a three-year rotating basis.

SECTION 4

Corporate Meetings

The corporate meeting of this district shall be held regularly on the first Thursday of each calendar month at Riverton, Wyoming at 7p.m. Special meetings of the board may be called at any time by the President or any two members of the board on two days’ notice by posting on the website, by e-mail, or by personal phone call. The notice of a special meeting shall state the object of the meeting, but if a full board is present, they may transact only business for which the meeting was called, and which is of such urgent nature that it cannot wait for the next regular meeting. A majority shall constitute a quorum and concurrence of a majority in any matter within their duties shall be sufficient to its determination. Minutes of each meeting shall be written in permanent form and should include: (a) Date, place and time of meeting. (b) A record of the commissioners and other persons who attended the meeting, as well as the commissioners who were absent. (c) A brief statement of all matters pertaining to the business of the district brought before the meeting and (d) all motions considered by the board, together with vote taken.

SECTION 5

Elections and Annual Meeting

On a day as required by statute, on or after the first day in August and before the last day of September, an annual meeting and election shall be held to elect a commissioner whose term is expiring. At the first election held, one commissioner shall be elected for each district, and the commissioner of district number one shall serve as commissioner for the term of one year, the commissioner for district number two shall serve as commissioner for a term of two years, and the commissioner for district number three shall serve as commissioner for a term of three years. Thereafter, all commissioners elected shall serve for a term of three years, except a commissioner elected to fill an unexpired term. The term of an elected commissioner shall commence the day of the next regular meeting of the commissioners held after the election.

SECTION 6

Conduct of Election

The commissioners of the district shall fix the hour and place, of each annual meeting and election and preside at the same. It shall be the duty of the commissioners at least twenty days prior to the date of an election to mail each person or corporation entitled to vote, a notice stating the time, place and purpose of such election. No person shall be declared elected as a commissioner who shall not be a landowner in said commissioner’s district. Each person or corporation owning land within and being a part of the commissioner district shall be entitled to cast one vote for each acre of land for the commissioner to be elected as long as the assessments are not delinquent. Landowners having 30 irrigated acres or more will receive a notice of the Annual meeting in the mail along with the itemized statement and proxies. Otherwise, notice of the Annual meeting will be published twice in the newspaper 20 days prior to the meeting. At the hour and place of such election, the commissioners shall call for roll of those entitled to vote, and the number of votes each is entitled to. They shall make a record of the qualified voters present, receive all proxies, and prescribe the manner of canvassing votes. All proxies shall be in writing and signed by the person entitled to vote. No person shall be elected as commissioner who shall not have a majority of all votes cast. No election shall be invalid by reason of the fact that majority of the acreage within the district was not represented at such election.

SECTION 7

Vacancies

A director shall be subject to removal, within the district he was elected, with or without cause, at a meeting of the landholders of that District, called for that purpose in the same manner as an election for the commissioner as described in Section 6. A majority by acres will decide the outcome. Whenever the office of any elected commissioner shall become vacant by reason of death, resignation or other cause, the vacancy shall be filled by the surviving Commissioners for the unexpired term.

SECTION 8

Oath and Bond

Before entering upon their duties, such commissioner shall take and subscribe to oath administered by the Secretary-Treasurer of the District, to support the Constitution of the United States and the Constitution of the State of Wyoming, to faithfully and impartially discharge their duties as such Commissioners and to render a true account of their doings to the court whenever required by the law or the order of the court, and shall execute a bond sufficient to cover money coming in to the Commissioners and approved by the board and filed with the Secretary of State.

SECTION 9

Functions of the Board of Commissioners

Functions for the board of Commissioners will be as follows a) Execute all contracts and agreements; b) Collect and disperse Irrigation District funds; c) Levy assessments; d) Prepare, review and approve annual budget; e) Provide for an accountant or professional accounting services, to include preparation of monthly and annual financial statements made available to District board, employees, and patrons; f) Process payments on District obligations; g) Maintain adequate and complete set of records and accounts; h) Prepare annual financial report; i) Authorize the preparation of periodic audits by a competent firm; j) Select and employ a competent manager and furnish him or her with a complete set of operating procedures, policies, and rules and regulations of the district; k) Perform such inspections of the district’s capital as is necessary to properly maintain the same; l) Select and employ ditch riders and other personnel as is necessary to conduct the business of the district in a satisfactory manner; m) Represent the district in all matters pertaining to and about the general water supply, and any other issues affecting the ability of the district to perform its function; n) To file, on or before the 10th day of July of each year, in the office of the Clerk of Court having jurisdiction in the matter, an itemized statement of all their receipts and disbursements for the preceding fiscal year, a copy of said report to be made available in the office for examination by interested parties and to be included in the regular call for the annual meeting; o) To file, on or before the first Tuesday of June of each year, in the office of the Clerk of Court having jurisdiction in the matter, a report showing an itemized estimate of money to be raised by assessment within the district for the purpose of constructing new work, maintenance, and to meet the yearly current expenses of the district, as well as to cover possible delinquencies and other amounts allowed by law.

SECTION 10

Duties and Powers

The Commissioners elected as aforesaid and their successors in office shall constitute the corporate authority of said irrigation district, and shall exercise the functions conferred on them by law. The board shall have power and it shall be their duty to adopt bylaws for the management and conduct of the affairs and business of the district. The bylaws may not be amended, altered or replaced by the board of directors. They may be changed by the landowners by a quorum vote at an annual meeting or by special meeting called for that purpose. The board shall have the power to employ such agents, attorneys, officers, accountants, a manager, and employees as may be required and prescribe their duties in a duly adopted job description for the district employees. They will establish equitable rules and regulations for the distribution and use of water to and upon the lands of the district, provided always that such rules shall not be in conflict with or contrary to any of the statutes of Wyoming relative to such matters and generally to perform all such acts as shall be necessary to fully carry out the purposes of chapter 75, Wyoming statutes, 1920, now Chapter 7 of title 41, Wyoming statutes, 1977 and acts amendatory and supplementary thereof.

SECTION 11

Officers

There shall be the following officers elected at the first monthly meeting of each calendar year: a President and a Secretary Treasurer, with the third member of the board considered to be the Vice-President. The President of the board shall preside at the meetings thereof; execute all contracts, conveyances and instruments of every kind and character on behalf of the district in conjunction with the Secretary-Treasurer when and if directed by the board. He shall have charge of such business and affairs of the district as may from time to time be entrusted by the board to his care. The secretary-treasurer shall keep the records of the district and of the district board, shall be the custodian of the seal of the district and of its records, and shall keep a system of accounts showing in detail the fiscal affairs of the district. He shall keep the minutes of district meetings and of meetings of the board and shall give such bond to the district as the Board of Commissioners may from time to time fix. He shall, with the President, sign all conveyances, contracts, and other instruments required to be executed on behalf of the district, when and if authorized by the board. The Vice-President shall take over the President's duties whenever the President is unable to act.

SECTION 12

Maintenance Assessment

It shall be the duty of the commissioners of the district, on or before the third Monday in July of each year to verify and deliver to the County Commissioners of each County in which any of the lands of the district are situated, the assessment roll and other special assessments not on the role of said district, together with the amount of money necessary to be raised to meet the cost of maintenance, operation and current expenses for this ensuing year, together with the amount of all installments of principal and interest of the assessment for construction heretofore fixed by the court, maturing during the ensuing year.

SECTION 13

Exclusion or Inclusion of Lands

If the Commissioners find that the district as described in the order confirming the organization thereof will not embrace all of the lands that will be benefited or that it will include lands that will not be benefited and are not necessary to be included in the district for any purpose, they shall extend or contract the boundaries of the district so as to include or exclude all such land as the case may be, and the boundaries adopted and reported by them may, upon the hearing of their report as hereinafter provided, upon their application, be altered by the court in such manner as shall appear to be just; provided, that the alteration of boundaries as aforesaid shall not have the effect of so far enlarging or contracting the district as to render the organization void or dismissible. Said report shall be filed with the Clerk of Court.

SECTION 14

Checks and Drafts

All checks, drafts, warrants and other instruments drawn for the payment of money out of the funds of the Leclair Irrigation District shall be signed by the Secretary-Treasurer of the district and shall be countersigned by the President or the Vice-President of the district and when so signed and countersigned shall be valid obligations of the district.

SECTION 15

Contracts with Commissioners

If any two Commissioners feel it is to Leclair’s advantage to award contracts for construction, repairs, maintenance or services to a third commissioner they may, during a scheduled monthly public meeting offer an hourly or fixed fee contract payable on receipt of a monthly itemized invoice.

SECTION 16

Policy Manual and Rules and Regulations Manual

The district will maintain a Leclair Irrigation District policy manual to define the duties and responsibilities of District employees and District operation and maintenance, and a separate rules and regulations manual to define the limitations and expectations of District patrons. These manuals shall be located in the district office and be available to the employees and patrons of the district at all times.

Revised: ____________________________ Approved: ___________________________

Prepared by: ____________________________Approved by: ______________________

WITNESS:

_____________________________________________________________________

Chuck Hoelzen, President

_____________________________________________________________________

Mike McDonald, Vice-President

______________________________________________________________________

Terry Betts, Secretary/Treasurer

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LeClair Irrigation

Subject: By laws, Policies, and Rules and Regulations Definitions

BYLAWS control the way the commissioners and the Board of Directors must function. Bylaws preserve and protect the district’s original mission and define the behavior and limits on the Commissioners and Board. Bylaws must be voter approved and they have the force and effect of law, i.e. they are enforceable in court.

POLICIES control the way the employees must function. Policies define the day-to-day operations of the district, such as hiring and firing, employment conditions, employee conduct, and public relations. They state the objectives and values of the district. Policies can be approved only by the Board, memorialize decisions of the Board, and define the behavior and limitations on the employees and operations, and they are enforceable in court.

RULES AND REGULATIONS control the way the patrons of the district must function. They define the expected behavior of the patrons and identify limitations on their actions. Rules and Regulations are adopted by the Board and are enforceable in court when properly promulgated.

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