2005 Idaho Code - 42-2401 — ADDITIONAL RIGHTS AND POWERS GRANTED IRRIGATION OR CANAL COMPANIES

                                  TITLE  42
                       IRRIGATION AND DRAINAGE -- WATER
                            RIGHTS AND RECLAMATION
                                  CHAPTER 24
                     CONFORMATION OF OPERATING COMPANIES
                              TO DISTRICT SYSTEM
    42-2401.  ADDITIONAL RIGHTS AND POWERS GRANTED IRRIGATION OR CANAL
COMPANIES. Any corporation heretofore organized or any corporation that shall
hereafter be organized for the operation, control or management of an
irrigation project or canal system, or for the purpose of furnishing water to
its shareholders and not for profit or hire, shall have and exercise all the
rights, powers, and privileges in addition to those already granted and
existing.
    1.  To divide into districts the territory included in such project or
system and to change from time to time the number and boundaries of such
districts.
    2.  To elect its directors from such districts by a vote in which all the
stockholders of the corporation may participate, determine the number of
directors to be elected from each district, fix their terms of office and
prescribe the times and manner of choosing their successors.
    3.  To hold regular annual meetings at which the stockholders who are
represented in person or by proxy shall constitute a quorum for the
transaction of business and shall have the power by a majority vote of the
stock so represented to elect directors and transact any other business of the
corporation proper to be done.
    4.  To provide for the appointment of an executive committee from the
board of directors, to be composed of not less than three (3) thereof. Such
committee shall have all the powers, rights and privileges of the board of
directors and may meet at such times and places as the bylaws may provide or
the board of directors may determine, and the acts of such committee shall in
all matters be valid as against the corporation.
    5.  To provide by amendment to its articles of incorporation or by
adopting new articles of incorporation for the treatment and eradication of
noxious weeds growing on the lands within the boundaries of said irrigation
project and adjacent thereto and to drain excess water from said lands.
    6.  To change or amend its articles of incorporation or bylaws or adopt
new articles or new bylaws, by a two-thirds (2/3) vote of the stock
represented, at any regular meeting of the stockholders, or at any special
meeting duly called for that purpose in accordance with the provisions of
sections 30-310 and 30-311, Idaho Code: provided, that any proposed changes in
the articles of incorporation or bylaws or any new articles of incorporation
or bylaws shall be either proposed at a meeting of the stockholders or
approved by at least one-third (1/3) of the board of directors; and before
being finally adopted the board of directors shall cause such proposed
articles, bylaws, or changes therein (or a summary of them) to be published in
a newspaper of general circulation published in the county in which the main
office of the canal company is situated, for at least once each week for four
(4) weeks prior to the meeting at which such articles, bylaws, or changes
therein are finally adopted and said notice shall state the time and place at
which the vote on final adoption will be taken.
    7.  To prohibit any officer, director, manager or employee of the
corporation from acting as proxy for any other person at any meeting of the
stockholders.
    8.  To prescribe by its articles of incorporation or bylaws the manner in
which the powers given by law shall be exercised.
    9.  To provide by amendment to its articles of incorporation or by
adoption of new articles of incorporation that the directors be divided into
two (2) or three (3) classes, each class to be as nearly equal in number as
possible; the term of office of directors of the first class to expire at the
first annual meeting of directors after their election, that of the second
class to expire at the second annual meeting after their election, and that of
the third class, if any, to expire at the third annual meeting after their
election. At each annual meeting after such classification the number of
directors equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the second succeeding
annual meeting, if there be two (2) classes, or until the third succeeding
annual meeting, if there be three (3) classes. Immediately after the first
election following such amendment or adoption as herein provided, each such
class shall be selected by lot by the elected directors at their
organizational meeting.
    10.  To provide for a notice of a meeting of the stockholders or the
election of directors which notice may be given by an advertisement thereof
for two (2) weeks in a newspaper of general circulation within the canal
company service area and the county in which the principal place of business
of the corporation is located or which notice may be given by written notice,
placed in the United States mail, postage prepaid, and addressed to the
stockholder at his last known post office address.