Bylaws

BYLAWS OF THE CLIFTON WATER DISTRICT

Effective: December 11, 2025

1. Authority

The Clifton Water District is a political subdivision of the State of Colorado and a body corporate possessing the powers of a public or quasi-municipal corporation that are specifically authorized by and compliant with C.R.S. § 32-1-101 et seq.

2. Purpose

It is hereby declared that these bylaws, adopted in accordance with C.R.S. § 32-1-1001(1)(m), will serve a public purpose and are adopted to facilitate the conduct of the business, objects, and affairs of the Clifton Water District, its water activity enterprise, and of the Board of Directors.

3. Policies of the Board

It shall be the policy of the Clifton Water District Board of Directors, consistent with the availability of revenues, personnel, and equipment, to use its best efforts to provide drinking water and related services to the inhabitants and property owners within the District. It is also the policy of the Board of Directors to promote public health and welfare by assuring drinking water that meets or exceeds applicable State and Federal regulations and providing sufficient quantity by using the most practical technology, science, and governmental policies relative to the drinking water industry's role in the stewardship of water resource and to communicate this information to its customers as far as practical.

4. Board of Directors

All powers, privileges, and duties vested in or imposed upon the Clifton Water District (hereinafter referred to as "District") and its water activity enterprise by law shall be exercised and performed by and through the Board of Directors (hereinafter referred to as "Board"), whether set forth speciﬁcally or impliedly in these bylaws.

5. Office

a. Business Office

The principal business office of the District shall be at 510 34 Road in Clifton, Colorado, unless otherwise designated by the Board.

b. Establishing Other Offices and Relocation

The Board, by resolution, may from time to time designate, locate, and relocate its executive and business office and such other offices as, in its judgment, are necessary to conduct the business of the District.

6. Meetings.

a. Regular Meetings

Regular meetings of the Board shall be held on the second Thursday of each month at 5:00 p.m., with a

three-hour limit, local prevailing time, in the boardroom at the business office.

b. Meeting Public

All meetings of the Board, other than those held in executive sessions, shall be open to the public. The Board, upon the affirmative vote of two-thirds of the quorum present, may hold an executive session only at a regular or special meeting and for the sole purpose of considering any of the following matters (except that no formal action by way of adoption of any resolution, rule, regulation, or policy position shall occur in executive session)

the consideration of sale/purchase of real and personal property (C.R.S § 24-6-402(4)(a));
conferences with legal counsel for the purpose of receiving legal advice on a specific legal question (C.R.S § 24-6-402(4)(b));
matters required to be kept confidential by federal or state law (C.R.S § 24-6-402(4)(c));
details of security arrangements or investigations (C.R.S § 24-6-402(4)(d));
determining positions relative to matters that may be subject to negotiations, developing a strategy for negotiations, and instructing negotiators (C.R.S § 24-6-402(4)(e));
personnel matters [except if the employee who is the subject of the session has requested an open meeting] (C.R.S § 24-6-402(4)(f)); and
consideration of documents protected by mandatory nondisclosure provisions of the Colorado Open Records Act (C.R.S § 24-6-402(4)(g));

c. Notice of Meetings

Section 6 a shall constitute formal notice of regular meetings to Board members, and no other notice shall be required to be given to the Board, other than the permanent posting. Notice of the time and place for all regular meetings shall be posted in the District office and on the District website in accordance with C.R.S § 32-1-903(2) and C.R.S §24-6-402(2)(c)(iii). Such notices shall remain posted until the meeting concludes and shall be updated if the time or place of the regular meetings changes.

d. Special Meetings

Any Director may call special meetings by informing the other Directors of the date, time, and place of such special meeting, and for the purpose for which it is called, and by posting notice of such special meeting as provided in C.R.S § 24-6-402(2)(c), no less than 24 hours before such meeting.

7. Conduct of Business

a. Quorum

All official business of the Board shall be transacted at a regular or special meeting at which a quorum is present. A quorum is deﬁned pursuant to C.R.S. § 32-1- 103(16) as more than one-half of the directors serving on the Board. Remote participation via audio or video is permitted for voting and quorum purposes.

b. Vote Requirements

Any action of the Board shall require the affirmative vote of a majority of the Directors present and voting. When special or emergency circumstances affecting the affairs of the District and the health and safety of District residents dictate, then those Directors available at the time may undertake whatever action is considered necessary and may so instruct the District's employees.

c. Order of Business

The business of all regular meetings of the Board shall be transacted, as far as practicable, in the following order, subject to modification, including additions and deletions approved by the Board:

Silent roll call of members;
Public Hearings and Visitors;
Published and Scheduled Public Hearings;
Guests (limited to 5 minutes);
Reports on Professional Consultants;
Approval of the minutes of the previous meetings (and any special meeting(s) held after the last regular meeting);
Election matters and resolutions, election of Board Officers, approval and determination of bonds at the ﬁrst meeting after the May election;
Approval of bills and appropriations;
Reports of Manager, Officers and Committees;
Adjournment.

d. Motions, Resolutions, and Orders

Each and every action of the Board necessary for the governing and management of the affairs of the District, for the execution of the powers vested in the District, and for carrying into effect the provisions of Article 1 of Title 32, C.R.S. as amended, shall be taken by the passage of motions, orders, or resolutions. All such formal action shall require the majority vote of the quorum present.

e. Minutes of Meetings

Within a reasonable time after passage, all orders, resolutions, and motions, and all minutes of Board meetings shall be recorded and shall be attested by the secretary. The minutes shall be kept in a visual text format that may be transmitted electronically and shall be open to public inspection upon request. Minutes will be kept indeﬁnitely. C.R.S. § 32-1-902 and C.R.S. §24-6-402.

f. Public Comment

In order to ensure a fair opportunity for public comment, the District allows for public comment at all regularly scheduled meetings. However, to expedite the District Board’s scheduled business, the following procedures will be followed: To participate in public comment, speakers must be recognized by the Board Chairman before speaking and identify themselves for the record. Each speaker is limited to five minutes. The Board will listen to comments and may ask questions but will not engage in debate. Speakers may be directed to District staff for responses to questions that may or may not be addressed at a later date. The Board reserves the right to remove the speaker from the meeting if they do not comply with these procedures and disrupt the meeting.

8. Directors, Officers, and Personnel

a. Director Qualiﬁcations and Terms: Surety Bond

The number of Directors shall be ﬁve, each of whom shall be an elector of the District. The term of each Director shall be determined by relevant statutory provisions, and elections shall be held in odd-numbered years and conducted in the manner prescribed by Part 8 of Article 1, Title 32, C.R.S., as amended. Each Director shall, at the expense of the District, furnish a faithful performance surety bond pursuant to the provisions of C.R.S. § 32-1-901(2), as amended. This bond shall be ﬁled at the same time and in the same manner as the oath of office described in paragraph 8 b below.

b. Oath of Office

Each member of the Board, before assuming the responsibilities of the office, but in no event later than 30 days after election, except for good cause shown, shall take and subscribe an oath of office, as required by applicable state statute (C.R.S. § 32-1-901), and such oath of office shall be ﬁled with the Clerk of the Mesa County District Court and with the Division of Local Government in the Colorado Department of Local Affairs. If the oath is not taken within 30 days, the seat will be deemed vacant (C.R.S. § 32-1-905).

c. Election of Officers

After taking 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 Treasurer of the Board and District, and a Secretary who may be a member of the Board. The Secretary and Treasurer may be one person, but, if such is the case, shall be a member of the Board. The Board may also elect one of its members as Vice Chairman of the Board and Vice President of the District. A majority of the Directors voting at said elections shall elect the officers. The election of the officers shall be conducted biennially at the ﬁrst regular meeting of the Board following the regular biennial election of the Directors held in May of odd-numbered years. Each officer elected shall serve for a term of four years, which term shall expire upon the election of their successor or upon their reelection to that office. Directors are limited to three consecutive terms, as approved by District voters on May 4th, 2004.

d. Vacancies

Reasons for vacancies: failure to meet qualifications; failure to satisfy the Oath requirement; resignation; failure to remain qualified; felony conviction; removal from office or voidance or election by a Court; unexcused absences from at least three (3) consecutive regular Board meetings followed by a fourth unexcused absence (does not have to be consecutive); or death (C.R.S. § 32-1-905). 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 60 days of the occurrence of any vacancy, the Board fails, neglects, or refuses to appoint a director from the pool of duly qualified, willing candidates, the Mesa County Commissioners may appoint a director to fill such vacancy. A resignation

by a director or a disqualification from holding office pursuant to state statute shall operate as an automatic resignation from any office or position that such director held without further action of the individual or the Board.

e. Term Limits

Board Directors are limited to three 4-year terms, unless voters of the District lengthen, shorten, or eliminate term limits via an election. Partial terms and appointments do not count towards term limits (Art. XVIII, Sec. 11 Colorado Constitution; Attorney General Opinion No. 2000-05 and Attorney General Opinion No. 2005-04).

f. President and Chairman

The president shall be the chairman of the Board, shall preside at all meetings, and shall also be the chief executive officer of the District. Except as otherwise authorized, the president shall sign, or delegate to sign, all contracts, deeds, notes, debentures, warrants, and other instruments on behalf of the District.

g. Vice President and Vice Chairman

The vice president shall be the vice chairman of the Board and shall perform the duties of the president and chairman in the president's absence.

h. Secretary

The secretary shall keep, or cause to be kept, a record of all District proceedings, minutes of all meetings, certiﬁcates, contracts, bonds, given by employees, and all corporate acts which shall be open to inspection of all electors, as well as to all other interested parties. The secretary shall keep, or cause to be kept, all other records of the District; may act as secretary at meetings of the Board and record all votes, or cause all votes to be recorded; shall maintain a record of the proceedings of the Board in a minute book, or cause the same to be maintained, which shall be an official record of the Board; and shall perform all other duties incident to that office. The secretary shall be custodian of the seal of the District and shall have the power to affix such seal to and attest all contracts and instruments authorized to be executed by the Board.

i. Recording Secretary

The Board may appoint a staff member to act as the Recording Secretary for the purposes of keeping the records of the Board meeting, recording all votes, maintaining a record of the proceedings of the Board in a minute book, which shall be an official record of the Board, and perform other duties as assigned by the Board.

j. Treasurer

The treasurer shall keep, or cause to be kept, strict and accurate accounts of all money received by and disbursed for and on behalf of the District in permanent records. The treasurer shall ﬁle with the Clerk of the Mesa County District Court, at the expense of the District, a corporate ﬁdelity bond in an amount determined by the Board of not less than $5,000.00, conditioned on the faithful performance of the duties of the office.

k. Compensation

No Director shall receive compensation as an employee of the District pursuant to C.R.S § 32-1- 902(3)(b). Directors may receive compensation for services pursuant to C.R.S § 32-1-902(3)(a). Reimbursement of actual expenses for Directors shall not be considered compensation.

l. Additional Duties

The officers of the Board shall perform such other duties and functions as may from time to time be required by the Board, by the bylaws, rules, and regulations of the District, or by special exigencies, which shall later be ratiﬁed by the Board.

m. Manager

The Board may appoint a manager to serve for such term and upon such conditions, including salary, as the Board may establish. The manager shall have general supervision over the administration of the District's affairs, employees, and business, and shall be charged with hiring and discharging employees and managing the District's properties. The manager shall have the care and custody of the District's properties and their management. The manager shall have the care and custody of all funds of the District in such banks or savings and loan associations as the District may select. The manager should approve or delegate approval of all vouchers, orders, and checks for payment. The manager shall keep, or cause to be kept, regular books of account of all District transactions and shall obtain, at the District's expense, such bond for the faithful performance of the manager’s duties as the Board may designate.

n. Selection and Tenure of Consultants

The Board's selection of outside consultants, including agents, engineers, accountants, special consultants, and attorneys for the District, will be based on the relative qualifications and capabilities of the applicants and shall not be based on political services or affiliations. Agents and consultants shall be retained at the Board's pleasure. Contracts for professional services of engineers, accountants, special consultants, and attorneys may be entered into on such terms and conditions as may seem reasonable and proper to the Board.

9. Financial Administration

a. Fiscal Year

The District's fiscal year shall commence on January 1 and end on December 31 each year.

b. Finance Committee

The Board shall organize a Finance Committee. The Finance Committee is composed of the Treasurer, a member of the Board appointed by the President, the Manager, and, at the discretion of the President, other electors appointed by the President. The Finance Committee shall be responsible for preparing the District's annual budget and for other matters as may be assigned to it by the Board.

c. Budget

Each year, the District shall adopt an annual budget. In September of each year, the Board of Directors shall designate or appoint a person to prepare the budget and submit it to the Board by October 15th of each year, pursuant to C.R.S. § 29-1-108. Such budget shall present a complete ﬁnancial plan for the District and shall set forth the following: (i) all proposed expenditures for administration, operations, maintenance, debt service, and capital projects to be undertaken or executed by any spending agency during the budget year; (ii) anticipated revenues for the budget year; (iii) estimated beginning and ending fund balances; (iv) the corresponding actual ﬁgures for the prior ﬁscal year and estimated ﬁgures projected through the end of the current ﬁscal year, including disclosure of all beginning and ending fund balances, consistent with the basis of accounting used to prepare the budget; (v) a written budget message describing the important features of the proposed budget, including a statement of the budgetary basis of accounting used and a description of the services to be delivered during the budget year; and (vi) explanatory schedules or statements classifying the expenditures by object and the revenue by source. No budget adopted shall provide for expenditures in excess of available revenues and beginning fund balances. The requirements and procedures set forth in this Section 9 are intended to comply with C.R.S. § 29-1-103, as amended. If that statute is amended or repealed, this Section 9 shall, if necessary, be amended accordingly.

d. Notice of Budget

Upon receipt of such proposed budget, the Board shall, pursuant to C.R.S. § 29-1-106, as amended, cause to be published a notice containing the following information; the date and time of the hearing at which the adoption of the proposed budget will be considered; a statement that the proposed budget is open for inspection by the public at the business office; and statement that any interested elector of the District may inspect the proposed budget and ﬁle or register any objections thereto at any time prior to its ﬁnal adoption.

e. Adoption of Budget

The Board shall hold a hearing to consider the adoption of the proposed budget pursuant to C.R.S. § 29- 1-108 as amended, at which time objections of the electors of the District shall be considered. On the day set for consideration of such proposed budget, the Board shall review the proposed budget and revise, alter, increase or decrease the items as it deems necessary in view of the needs of the District and the anticipated revenue of the District. The Board shall provide for sufficient revenues to ﬁnance budget expenditures. Adoption of the proposed budget shall be effective only upon the affirmative vote of a majority of the members of the Board. Changes to the adopted budget or appropriation shall be made in accordance with the provisions of C.R.S. § 29-1-109, as amended.

f. Filing of Budget

No later than 30 days following the beginning of the ﬁscal year of the budget adopted, the Board shall cause a certiﬁed copy of such budget to be ﬁled with the Division of Local Government in the Department of Local Affairs.

g. Appropriating Resolution

The Board shall enact a resolution adopting the budget and making appropriations for the budget year, pursuant to C.R.S. § 29-1-108(2). The amounts appropriated thereunder shall not exceed the amounts ﬁxed therefore in the budget adopted pursuant to Section 9 e.
The income of the District, as estimated in the budget and other revenue and borrowing resolutions, shall be allocated in the amounts and according to the funds speciﬁed in the budget for the purpose of meeting the expenditures authorized by the appropriation resolution.
The Board may make an appropriation to and for a contingent fund to be used in cases of emergency or other unforeseen contingencies.

h. No Contract to Exceed Appropriation

During the fiscal year, neither the Board nor any officer, employee, or agent of the District shall expend or contract to expend any money, incur any liability, or enter into any contract that, by its terms, involves the expenditure of money in excess of the amounts appropriated. Any contract, verbal or written, contrary to the terms of this sub-section, shall be void ab initio, and no District funds shall be expended in payment of such contracts, except as provided in the following sub-section 9 i. Multiple-year contracts may be entered into if a non-appropriations clause is included, where allowed by law, or if subject to annual appropriation.

i. Contingencies

In cases of emergency caused by a natural disaster, public enemy, or some contingency which could not reasonably have been foreseen at the time of the adoption of the budget, the Board may authorize the expenditure of funds in excess of the budget by the resolution duly adopted by a majority vote of the entire membership of the Board at a public meeting. Such resolutions shall set forth in full the facts concerning the emergency and shall be documented in detail in the minutes of the meeting of the Board at which such resolution was adopted. A certiﬁed copy of such resolution shall be ﬁled with the Division of Local Government in the Department of Local Affairs.

j. Payment of Contingencies

In case of an emergency and the passage of a resolution authorizing additional expenditures in excess of the appropriation as provided in these bylaws, and if there is money available for such excess expenditure in some other fund which will not be needed for expenditures during the balance of the ﬁscal year, the Board shall transfer the available money from such fund to the fund from which the excess expenditures are to be paid. If available money, which can be transferred, is not sufficient to meet the authorized excess expenditure, then the Board may obtain a temporary loan to provide for such excess expenditures.

k. Annual Audit

Pursuant to C.R.S. § 29-1-603, as amended, the Board shall cause to be made an annual audit of the ﬁnancial statements of the District for each ﬁscal year. Such audit shall be made as of the end of the District's fiscal year. The audit report shall be submitted to the District within six (6) months of the close of each ﬁscal year. The audit shall be conducted in accordance with generally accepted auditing standards by a Certiﬁed Public Accountant licensed to practice in Colorado as an individual, partnership, or professional corporation pursuant to Article II of Title 12, C.R.S., but in no event shall such auditor audit the records, books, or accounts which they have maintained.
A copy of the audit report shall be maintained in the District office as a public record for public inspection at all reasonable times.
The treasurer shall forward, or cause to be forwarded, a copy of the audit report to the State Auditor or other relevant state official, pursuant to statutory requirements, within thirty days following receipt of the audit.

10. Corporate Seal

The Board shall adopt a seal of the District. The seal of the District shall be a circle containing the name of the District.

11. Conﬂict of Interest

a. Disclosure of Conﬂict of Interest

Any Director shall disqualify himself/herself from voting on any issue in which he/she has a conﬂict of interest, unless such Director has disclosed the conﬂict of interest as required by law to the Secretary of State and to the Board, C.R.S. §32-1-902(3)(b), and then only to vote if his/her participation is necessary to obtain a quorum or otherwise enable the Board to act, C.R.S. §24-18-109(3)(b). A Director with a conﬂict who does not vote shall also refrain from attempting to inﬂuence the decisions of other members of the Board in voting on the matter. It is best practice to have the conﬂicted Board member step out of the meeting during the discussion, C.R.S. §24-18-109(3)(a).

b. Confidentiality and Public Trust

Holding public office is considered a “public trust” by which a fiduciary obligation to the citizens/public arises (C.R.S § 24-18-103). Board members are responsible for acting in good faith and acting in the best interests of the public. As part of the fiduciary obligation, Board members also have a duty to keep confidential information confidential (i.e., discussions held in Executive Session or communications with the District’s attorney). This protects both the District and the Board.

12. Indemniﬁcation of Directors and Employees

The District shall indemnify and defend any Director, officer, employee, or authorized volunteer, whether or not compensated, elected, or appointed, only to the extent required by applicable laws, including, without limitation, the "Colorado Governmental Immunity Act," codiﬁed at C.R.S. § 24-10-101 et.

seq., as amended, against any tort or liability, claim or demand, whether groundless or otherwise, arising out of any alleged act or omission occurring during the performance of the officer’s, agent’s, or employee’s duties. If that statute is amended or repealed, this section 12 shall be amended to comply with the requirements, if any, of that statute. In any action in which the District may be required to bear the costs of defending an action or the costs of a judgment or settlement resulting from that action, the District reserves the right to designate the attorney whom shall defend such action. The District may compromise and settle any such claim or suit and/or pay the amount of any settlement or judgment rendered thereon.

a. Section 12 Definitions

“Employee”: a director, officer, or employee (hereinafter collectively referred to as "employee ") of the District, whether or not compensated, elected, or appointed. The term "employee" explicitly excludes any person or organization that contracts to perform services or acts for the District as an independent contractor.
“Performance of Duty”: includes any situation in which a District employee could conceivably be deemed to be acting within the scope of employment. The term "Performance of duty" shall not include any act or omission constituting deliberate and intentional tortious or criminal conduct or malfeasance in office, or willful or wanton neglect of duty.

13. Bidding and Contracting Procedures

Except in cases in which the District will receive aid from a governmental agency or purchase through a state purchasing program, a notice shall be published for bids on all construction contracts for work or material, or both, involving an expense of $120,000 or more. Beginning July 1, 2028, and every five years thereafter, this amount will be adjusted for inflation. The District may reject any and all bids, and if it appears that the District can perform the work or secure material for less than the lowest bid, it may proceed to do so. The purchase of equipment, apparatus, and vehicles shall be exempt from these bidding and contracting procedures, provided. The Board may adopt specific policies with respect to the purchase of such equipment, apparatus, and vehicles, or for purchases involving expenses less than $120,000.

a. For construction contracts with expenses of $120,000 or more, a Notice or Invitation to Bid shall be published in a newspaper of general circulation within the District boundaries one time. The Notice will request sealed proposals for the construction to be done, or for the materials needed. The speciﬁcs of the contract will be stated; where and when the plans and speciﬁcations may be examined; and the time and place the sealed proposals will be opened and publicly read.
b. The Board retains the right, in its sole discretion, to reject any or all proposals; determine the proposal and subcontractors that will serve the best interests of the District; and determine the proposal and subcontractor which is most responsible to perform the work.
c. When required, bids must be accompanied by an acceptable bidder's bond, or a certiﬁed check payable to the District, in an amount equal to 5% of the bid. If, within the time designated in the Notice of Award, the Contract is not executed, and, if required, Payment and Performance Bonds and Certiﬁcates of Insurance are not provided, the District shall keep the bid bond as liquidated damages and assess such other damages as the District may determine.
d. Bond practices shall satisfy requirements pursuant to C.R.S. § 24-105-202
e. Retainage practices shall comply with C.R.S § 24-91-103.
f. The Board may determine to use an Integrated Project Delivery contract when appropriate and the procedures for such contract shall be governed by C.R.S. § 32-1-1801, as amended.

14. Powers of the Board of Directors

Without restricting the general powers conferred by law, it is hereby expressly declared that the Board shall have the following powers and duties:

a. To confer upon any appointed officer of the District the power to choose, remove, or suspend employees or agents upon such terms and conditions as may seem fair and just and in the best interest of the District.
b. To determine and designate, except as otherwise provided by law or these bylaws, who shall be authorized to make purchases, negotiate for the purchase of real estate, negotiate leases, and sign receipts, endorsements, checks, releases, and other documents on behalf of the District.
c. To create standing or special committees and to delegate such power and authority thereto as the Board deems necessary and proper for the performance of such committee's functions and obligations.

15. Modiﬁcation of Bylaws

These bylaws may be altered, amended, or repealed at any regular meeting or at any special meeting of the Board called for that purpose.

16. Severability

The provisions of these bylaws are severable. If any provision of these bylaws or the application thereof is held invalid, such invalidity shall not affect the provisions or applications of these bylaws which can be given effect without the invalid provision or application.