MISSION STATEMENT

The mission of the Highland Irrigation Ditch Association is to work with the stakeholders, local, state and federal agencies to stop the ingress of endangered fish and create a better conveyance of water through the damaged ditch located in the Umpqua Basin of Southern Oregon.

VISION STATEMENT

The Highland Irrigation Ditch is a legacy irrigation water conveyance that is over one hundred years old. It can no longer function efficiently to have water get to each of the association stakeholders’ properties. Our vision is to install and maintain an irrigation water conveyance that includes the equitable distribution of water, the protection of the historical ditch structure and the maintenance of the irrigation system.

HIGHLAND IRRIGATION DITCH ASSOCIATION BOARD OF DIRECTORS

Doug Thackery – President    Chris Meirndorf – Vice President   Donna Mambretti – Secretary/Treasurer

Board and member meetings are held when necessary at 6 P.M. at the Azalea Volunteer Fire Department or other location as needed. Please check our calendar for meeting updates

ARTICLE I – NAME OF ORGANIZATION: The name of the organization shall be the Highland Irrigation Ditch District

ARTICLE II – REGISTERED AGENT: The President shall be the registered agent of the District.

ARTICLE III – OFFICE LOCATION: There is no physical office.

ARTICLE IV – DISTRICT POLICIES: To be developed

ARTICLE V – ELECTORS

A. DEFINITION:

1. Electors. Electors of the District include every person 18 years of age or older, whether a resident of the District or State or not, who is an owner or a purchaser under a contract of purchase of land situated within the District and subject to the charges or assessments of the District.

B. VOTING RIGHTS OF ELECTORS

1. Multiple Ownerships. If ownership is in estates by the entirety, tenants in common, or in other cases of multiple ownership, only one vote shall be allowed on behalf of all the owners of each multiple ownership. The vote may be cast by any one of the multiple owners. When two or more persons attempt to cast a vote under this paragraph, only the vote of the person who first casts a vote shall be counted. Voting by proxy is not allowed in irrigation district elections.

2. Representative Ownerships. Any trustee of a trust, guardian, administrator or executor authorized to act as such of a person or estate owning land with the District shall be considered and owner of land for the purposes of the Irrigation District Law, when the owner in fee title is not otherwise entitled to vote.

C. TERMINATION AS ELECTOR: One ceases to be an elector if one is no longer an owner of land within the District subject to the charges or assessments of the District.

D. ANNUAL MEETING OF DISTRICT: An annual meeting of the District shall be held on the first Tuesday in January, or at such other time as set by the Directors.

E. REGULAR MONTHLY MEETINGS: The Directors shall hold regular monthly meetings and shall be held the second Tuesday of each month at the time set at the Board of Directors annual meeting held in January or at such other time as set by the Directors.

ARTICLE VI – NON-DIVISION OF DISTRICT
Voting for Directors shall be by the District at large.

ARTICLE VII – ELECTIONS

A.Elections of Board Members shall be conducted in concordance with county voting.
1. Mail Ballot Elections. All Regular or Special elections shall be conducted by mail.
2. Special Elections. A special election may be called by resolution of the Directors at any time an election is required or permitted by law.
3. Absentee Voting. Electors of the District shall be entitled to vote by absentee ballot.

B. Elections shall be held on the second Tuesday in November of each year or as prescribed by Irrigation Law.

ARTICLE VIII – DIRECTORS

A. QUALIFICATIONS
1. No person elected or appointed to the Board shall be sworn in unless such person meets the following specific qualifications: (a) A resident of the State of Oregon and (b) a bona-fide owner of land with water right within the District boundaries.

2. If questions exist regarding the eligibility of any candidate, the Board shall obtain an opinion from legal counsel prior to swearing in such a person.

B. OATH OF OFFICE:
Each newly elected or appointed Board Member shall take an oath of office at the Board Meeting.

1.Board of Directors. The affairs of the District shall be managed by the Board of Directors. Directors must be an owner or a Trustee of land within the District.

2. Number and Term of Office. The number of Directors constituting the Board of Directors will be three. The term of office of a Director President is three years. A Director shall hold office from the first Tuesday in January next following the election and until a successor is elected and qualified.

3. Annual Meeting. A regular annual meeting of the Directors will be held in conjunction with the annual meeting of the District on the first Tuesday in January, or at such other time as set by the Directors.

4. Regular Meetings. The Directors shall hold meetings at such time as set by the Directors. Meetings shall be held at the Azalea Volunteer Fire Dept or other location if needed.

5. Special Meetings. Special meetings of the Directors may be held when ordered by a majority of the Directors.

6. Emergency Meetings. Emergency meetings of the Board of Directors may be called by the President or Board member when an actual emergency exists.

7. Notice of Board of Directors Meeting. Written notice of any regular monthly or special meeting of the Board of Directors shall be provided to Directors not less than five days before the date of such meeting. Such notice shall specify the time and place of the meeting and, in the event of a special meeting, the purpose(s) for which the meeting has been called. The notice shall be delivered either by mail or in person. If mailed, such notice shall be deemed to be delivered when deposited in the United Stated mail addressed to the Director at the Directors address as it appears on the records of the District, with postage prepaid thereon. Any Director may waive notice of any meeting.

8. Quorum and Voting Requirements: A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business by the District. However, on all questions requiring a vote there shall be a concurrence of a majority of all the Directors.

9. Public Meeting and Records. All meetings of the Directors shall be public and all records of the Board of Directors shall be open to public inspection upon request.

10. Vacancies. Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, at any regular monthly meeting or special meeting called for such purpose. A vacancy shall be filled immediately.

11. Election to Fill Vacancy. If a vacancy in the Board occurs less than 25 days before a regular annual director election, the vacancy shall be filled at the next regular annual director election.

12. Recall of Directors. A Director may be removed from office by recall after not attending 3 meetings.

13. Telephonic/Electronic Meeting. Subject to compliance with Oregon’s Public Meeting Law, any meeting of the Board may be accomplished in whole or in part by telephonic conference call or other electronic communication.

14. VOTING: Each member of the board will be entitled to one [1] vote at all Board Meetings

ARTICLE IX – POWERS AND DUTIES OF THE BOARD OF DIRECTORS

A. MEETING THE NEEDS OF THE DISTRICT: It is the policy of the Board of Directors to exercise those power granted to it, and to carry out those powers granted to it, and to carry out those duties assigned to it by law, in such a way as to best meet the needs of the District.

B. FORMULATION AND INTERPRETATION OF DISTRICT POLICY: The most important activity of the Board is the formulation and interpretation of District policies. The Board shall establish policy, reserving to itself all authority and responsibility not expressly assigned to other District officers and personnel.

C. BOARD MEMBERS AUTHORIZED BY OFFICIAL BOARD ACTION ONLY: No individual Board member may speak for or act on behalf of the Board or District, except as authorized to do so by official Board action as recorded in the official minutes, guidelines or policies of the District.

D. ETHICAL STANDARDS: Board members act as representatives of the patrons of the District. Therefore, Board members shall adhere to the highest ethical standards in the conduct of District business. All Board members are mandated to use fiscal conservation.

E. BOARD MEMBER EDUCATION: In order to effectively carry out their duties, Board members must be adequately informed.

ARTICLE X – OFFICERS OF THE BOARD OF DIRECTORS

A. OFFICERS: The District shall have the following officers: a President, one or more Vice-Presidents (as determined by the Board of Directors); a Secretary; and such other officers as may be elected by the Board of Directors in accordance with these By-laws and law. Such officers who are elected or appointed by the Board shall have such authority and perform such duties as are designated from time to time by the Board. The same person may not hold more than one office, except that the same person can be Secretary and Treasurer.

B. ELECTION AND TERM OF OFFICE: The Board of Directors shall elect a President and a Vice-President from their number, and shall appoint a Secretary of the District, on an annual basis at the annual meeting of the Board, or as soon thereafter as practicable. At any annual meeting thereof, the Board may create such new offices and elect new officers as they deem appropriate. Each officer shall hold office until such officer’s successor shall be elected or appointed. Officers may be removed by the majority of the Board without cause.

C. VACANCIES: Any office of the District which becomes vacant prior to expiration of the normal term thereof for any reason, including resignation, removal, disqualification or death, may be filled by the Board for the unexpired portion of such normal term or until the next regular election, whichever comes first.

D. REMOVAL FROM OFFICE: The Board of Directors may remove any officer of the District at any time, provided they determine that such removal is in the best interest of the District.

1. The President of the District shall preside at all meetings of the Board of Directors of the District. The President may sign, together with the Secretary/Manager, or any other person designated by the District, any contract, deed, mortgage, evidence of indebtedness or other document authorized to be executed by the Board of Directors, except where the Board of Directors, these By-laws or applicable law has authorized execution by other parties. To the extent permitted by applicable law and these By-laws, the President shall have all powers and perform all duties incident to the Office of President, or as otherwise designated by the Board.

2. The President shall have the same right as other members of the Board to discuss and to vote on questions before the Board.

3. The President may call Special Meetings of the Board as described by the Oregon Public Meetings Law and Policy herein.

F. DUTIES OF THE VICE-PRESIDENT:

In the absence of the President, the Vice-president shall act in place of the President and possess all the authority, power and duties of the President during such time. To the extent permitted by applicable law and these By-laws, the Vice-President shall have all power and perform all duties incident to the Office of Vice-President, or as otherwise designated by the Board.

G. DUTIES OF THE SECRETARY:

1. The Secretary shall keep the minutes of all meetings of the District; act as custodian of the records and execute documents on behalf of the District as provided by these Bylaws, by authority of the Board or applicable law.

2. The Secretary shall deposit funds of the District in such banks or other depositories and in such manner as is provided in these Bylaws as directed by the Board, or as required by law.

3. The Secretary shall collect all fees, charges and assessments of the District; shall be responsible for preservation and maintenance of all funds, securities and related items of the District, and shall maintain full and complete books of account with respect thereto.

4. The Secretary shall perform all duties and functions of the Secretary in the conduct of District Elections as provided by law.

5. To the extent permitted or required by applicable law and these By-laws, the Secretary shall have all powers and perform all duties incident to the Office of Secretary, or as otherwise designated by the Board.

6. Before handling or receiving any funds or collecting any charges or assessments, the Secretary of the District shall obtain a good and sufficient surety bond by an authorized surety company, in the amount that the Board may determine. The cost of the bond shall be paid by the District.

ARTICLE XI – CONTRACTS, CHECKS, DEPOSITS, FUNDS

The District shall keep and maintain books and records of account, minutes of all meetings of the Board, and shall keep at its President’s a record giving the names of owners of lands subject to charges and assessments of the District. In addition, the District shall keep and maintain, and make available for inspection, such records as may be required by federal and state law. Any books and records of the District, not subject to exclusion under Oregon’s Public Records law, shall be open to public inspection upon request. All requests for copies of public records must be submitted in writing to the District Manager. The District will charge employee time and material fees for public information requests.

ARTICLE XII – FISCAL YEAR

The fiscal year of the District shall be from January 1st to December 31st.

ARTICLE XIII – DISTRICT SEAL is our logo.

ARTICLE XIV – FINANCIAL RECORDS AUDIT

A. ANNUAL AUDIT: The Board of Directors shall cause an annual audit of the District’s financial records.

ARTICLE XV – AMENDMENT TO BY-LAWS

A. POWER TO AMEND OR REPEAL: These By-laws may be amended, or repealed and new By-laws adopted, by a majority of the Board at any regular annual meeting thereof, or at any duly noticed and constituted meeting thereof.

ARTICLE XVI – PUBLIC RECORDS LAW

A. RECORDS SUBJECT TO DISCLOSURE: The Oregon Public Records Law, ORS 192.410 to 192.505 apply to the District.

B. KEEP AND MAINTAIN: The District shall keep and maintain books and records of account, minutes of all meetings of the Board, and shall keep at its principal office a record giving the names of the owners of lands subject to the fees, charges and assessments of the District. In addition, the District shall keep and maintain, and make available for inspection, such records as may be required by federal and state law. All books and records of the District, not subject to exclusion under Oregon’s Public Records law, shall be open to public inspection during business hours.

C. COPIES: All requests for copies of public records must be submitted in writing to the District Manager. The District will charge employee time and material fees for public information requests.

ARTICLE XVII – GOVERNMENT ETHICS LAWS

A. APPLICABLE LAW: Oregon’s Government Ethics Laws apply to Irrigation District Board Members. ORS Chapter 244.

B. CONFLICT OF INTEREST: The conflict of interest provisions of ORS 244.120(2) apply to Board Members. If the Board Member has a potential conflict of interest, the Board Member must announce publicly the nature of the conflict prior to taking any action thereon. If the Board Member has an actual conflict, the Board Member must announce the conflict and refrain from participating in discussion, debate and voting on the issue.

“Potential conflict of interest” means any action or any decision or recommendation by a person acting in a capacity as a public official, the effect of which could be to the private pecuniary benefit or detriment of the person or the person’s relative, or a business with which the person or the person’s relative is associated, unless the pecuniary benefit or detriment arises out of (and action which would affect to the same degree a class consisting of an industry, occupation or other group including one of which or in which the Board Member, etc. is associated, is a member or is engaged). ORS 244.020 (14).

Thus, if all irrigation is affected similarly, there may be no conflict.

“Actual conflict of interest” means any action or any decision or recommendation by a person acting in a capacity as a public official, the effect of which would be to the private pecuniary benefit or detriment of the person or the person’s relative or any business with which the person or a relative of the person is associated unless the pecuniary benefit or detriment arises out of circumstances described in Subsection (8)(a) to (c) of this Section [relating to certain gifts]. ORS 244.020(1).

The Irrigation District Laws, ORS 545.365 states that no Board Member or employee of the District may purchase or be interested in any contract for purchase of lands sold by the District.

RESOLUTION 2022 – 7

IN WITNESS WHERE OF AND IN ADOPTION OF THE FOREGOING BY-LAWS, the undersigned here by certify and here unto set their hands and seals that these updated By-Laws of the Highland Irrigation District have been adopted at a duly constituted meeting of the Board of Directors held 26th day of July, 2022.