EAGLE POINT IRRIGATION DISTRICT BOARD OF DIRECTORS:
Secretary/Manager: David Ford
Board meetings are open to the public and are held the second Tuesday of each month at 5 P.M. at the District office - 2429 Brophy Road, Eagle Point
ARTICLE I - IRRIGATION DISTRICT LAWS GENERALLY
The general law regarding Oregon's irrigation districts is contained in Oregon Revised Statues (ORS) Chapter 545. Irrigation districts are municipal corporations and public corporations generally under Oregon law. They are also "Districts" subject to the provisions of Oregon's Special Districts Law (ORS Chapter 198) "except as otherwise specifically provided''. One may assume that if the irrigation district statutes do not specifically provide for a matter of governance, the special districts statutes may apply. If these By-Laws in any way conflict with Oregon Law, then said laws shall control.
ARTICLE II - NAME AND REGISTERED AGENT REGISTERED AGENT
A. NAME OF ORGANIZATION: The name of the organization shall be the Eagle Point Irrigation District, a quasi-municipality.
B. REGISTERED AGENT: The Manager shall be the registered agent of the District.
ARTICLE III - OFFICE LOCATION
The principal office of the Eagle Point Irrigation District (the "District") in the State of Oregon shall be located at 2429 Brophy Road, Eagle Point Oregon
97524. The Board of Directors (the "Board" or "Directors") may change the principal office of the District with the State of Oregon as it may determine from time to time in its sole discretion.
ARTICLE IV - DISTRICT POLICIES
A. GOVERNANCE BY POLICIES:
The primary duty and function of the Board of Directors is to establish policies for the governance of the District. It is the policy of the Board to delegate to the Manager and staff the responsibility for the day to-day administration of the District, in a manner consistent with the policies and directions of the Board of Directors.
B. COMPLIANCE WITH LAW:
Policies shall comply with all applicable federal, state and local laws and regulations. If any policy or portion thereof is found to conflict with any local, state or federal law or regulation, such policy shall be deemed void without further Board action. It shall be the responsibility of all District personnel to bring any such conflict to the Board's attention immediately upon discovery.
C. COMPLIANCE WITH POLICIES:
All District personnel shall comply with the policies adopted by the Board of Directors. Any failure to comply shall constitute grounds for disciplinary action or termination.
D. POLICIES DO NOT CREATE RIGHTS:
Policies of the District shall not create any enforceable right or expectation on the part of any person; and any deviation from a District policy shall not in it's self-render any District action invalid, void or void able, nor shall such deviation constitute evidence of negligence.
E. COMPILATION OF POLICY MANUALS:
The Manager or staff so designated by the Manager shall compile all the policies and procedures adopted by the Board into a "District Policy and Procedure Manual". The Manager shall be responsible for updating the Manual regularly. Suggestions and recommendations by patrons of the District shall be submitted in writing to the Board of Directors at their regular monthly meeting for consideration.
F. DISTRIBUTION OF POLICY MANUALS:
Updated Policy and Procedure Manual shall be kept at the office of the District. An updated Manual shall be kept by (1) all Board Members; (2) Manager; (3) District Attorney; (4) other persons designated by the Manager of the Board.
G. DISTRICT POLICY MANUAL TO BE AVAILABLE TO PATRONS OF THE DISTRICT:
The Policy and Procedure Manual is a public record. At least one copy of the updated Policy and Procedure Manual shall be available for inspection by the patrons at the District Office during regular business hours.
ARTICLE V - ELECTORS
B. VOTING RIGHTS OF ELECTORS (ORS 545.007)
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. ORS 545.181(1) (c).
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 as nearly as possible as provided by Irrigation Law and the general election laws of the State of Oregon.
B. Elections shall be held on the second Tuesday in November of each year or as prescribed by Irrigation Law.
ARTICLE VIII - DIRECTORS
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 residents of the State of Oregon and an owner or shareholder of a corporation owner, of land within the District. ORS 545.043
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 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. ORS 545.135 (1).
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. ORS 545.181 (1) (a), (b), (c).
4. Regular Meetings:
The Directors shall hold regular monthly meetings on the second Tuesday of each month, or at such other time as set by the Directors. Regular monthly meetings shall be held in the office of the District. ORS 545.185.
5. Special Meetings:
Special meeting of the Directors may be held when ordered by a majority of the Directors. ORS 545.185.
6. Emergency Meetings:
Emergency meetings of the Board of Directors may be called by the Manager or any board member when an actual emergency exists. ORS 192.640(3).
7. Executive Sessions:
The Directors are authorized to meet in executive, or closed session, when authorized under Oregon's Public Meeting Law. ORS
192.660. Such sessions shall be conducted as required by law.
8. 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 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.
9. 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. ORS 545.185
10. 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 during business hours. ORS 545.181 and 545.185, except as otherwise set out by law, and Oregon's Public Meeting Law, 192.610 to 192.710.
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 as provided by law. ORS 545.187:198.320.
12. 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.
13. Recall of Directors:
A Director may be removed from office by recall as provided in ORS 545.189 and 198.410 to 198.440.
14. 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. ORS 192.670(1).
Each member of the board will be entitled to one  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 polices. 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. Members are encouraged to attend such conferences and other training programs as the Board may authorize.
ARTICLE X - OFFICERS OF THE BOARD OF DIRECTORS
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 Manager.
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.
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.
E. DUTIES OF THE PRESIDENT:
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 corporate records and corporate seal; 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 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. ORS 545.498.
ARTICLE XI - MANAGER OF THE DISTRICT
The Manager of the District shall be a competent qualified individual and a resident of the State of Oregon. Educational and experience requirements shall be determined by the Board of Directors.
B. EMPLOYMENT OF MANAGER:
The Manager of the District shall be employed full time by the Board of Directors and shall serve at the pleasure of the Board.
The Manager shall perform such duties and have such powers and authority as shall be provided in these By-laws and as shall be prescribed from time to time by the Board. Except as provided in these By-laws, or by law, or otherwise by the Board, the Manager shall supervise the business and affairs of the District and all employees of the District.
D. DISTRICT EXPENSES:
All authorized expenses connected with the operation of the District shall be paid for by the District.
The duties of the Manager of the District shall include:
1. The day-to-day operation of the District, and shall be further defined by the Board of Directors expressed at any duly called meeting.
2. Supervise the personnel of the District and have the authority to hire and terminate employment.
3. Annually review the District's financial audit with District personnel prior to submitting the audit to the Board. The manager shall send a copy of the audit to the Secretary of State.
ARTICLE XII - 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 principal office 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 during business hours. ORS 545.185; 192.410 to 192.505. 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 XIII - FISCAL YEAR
The fiscal year of the District shall be from January 1st to December 31st.
ARTICLE XIV - DISTRICT SEAL
The Board shall provide a District Seal, which seal shall be in the form of a circle and contain the name of the District and reference to the District as being a District in the State of Oregon.
ARTICLE XV - FINANCIAL RECORDS AUDIT
A. ANNUAL AUDIT:
The Board of Directors shall cause an annual audit of the District's financial records.
ARTICLE XVI - 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 XVII - EMPLOYEE FIDELITY INSURANCE
The District shall secure and maintain an employee fidelity bond coverage covering all persons having authority to disburse or receive monies for the accounts of the District.
ARTICLE XVIII - 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.
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 XVIV - 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 2008 - 03
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 Eagle Point Irrigation District have been adopted at a duly constituted meeting of the Board of Directors held this 12th day of February, 2008.