Bylaws

PREAMBLE
The Grants Pass Irrigation District was organized under the Oregon Revised Statutes, Chapter 545 and 548, lawfully created by the vote of District residents on January 17, 1917, as filed and recorded on Page 568, Volume 5, Commissioners Court Record of Josephine County, Oregon, on January 29, 1917, to provide irrigation water to its patrons in Jackson and Josephine Counties.

ARTICLE I: IRRIGATION DISTRICT LAWS GENERALLY
The general law regarding Oregon’s irrigation districts is contained in Oregon Revised Statutes (ORS) Chapters 545 and 548. 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 LOCATION

A. NAME OF ORGANIZATION: The name of the organization shall be the Grants Pass Irrigation District, a quasi-municipality.
B. REGISTERED AGENT: The Secretary/Manager shall be the registered agent of the District.
C. REGISTERED OFFICE: The Registered Office shall be located at 200 Fruitdale Drive, Grants Pass, Oregon, 97527.

ARTICLE III: DISTRICT POLICIES

SECTION 1: GOVERNANCE BY 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 Secretary/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, contract employment agreement or expectation on the part of any person; and any deviation from a District policy shall not in itself render any District action invalid, void or void able, nor shall such deviation constitute evidence of negligence. The Board may deviate from policy when to do so serves the patron interest or would avoid hardship as the Board may determine.

SECTION 2: MAINTENANCE AND DISTRIBUTION OF POLICY MANUALS

A. COMPILATION OF POLICY MANUALS: The Secretary/Manager or staff so designated by the Secretary/Manager shall compile all of the policies and procedures adopted by the Board into a District Policy and Procedure Manual. The Secretary/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.

B. 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) Secretary/Manager; (3) District’s Attorney; (4) Other persons designated by the Secretary/Manager of the Board.

C. 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 and use by the patrons at the District Office during regular business hours.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1: MEMBERSHIP ON THE BOARD OF DIRECTORS

A. POSITIONS:

1. The Board of Directors shall consist of five (5) members serving a three (3) year, staggered term from the first Tuesday in January next after the Director’s election/appointment, and until a successor is elected and qualified. Thus, if a Director’s term has ended, but a successor has not qualified, such as due to a residency problem, the old Director continues to serve in the office until a qualified successor is elected or appointed. No person shall be eligible to be a Board Member who is not, at the time of election or appointment, a resident of the State of Oregon and a property owner in the division of the District in which the property is located.

2. The Grants Pass Irrigation District is currently subdivided into five (5) divisions namely:

Division No.	Area	Term Expires
Division 1	Lands located in Jackson County.	December 31, 1997 and every 3 years thereafter
Division 2	Lands between 6th Street and the Josephine/Jackson County line, north of the Rogue River.	December 31, 1998 and every 3 years thereafter
Division 3	Lands from 6th Street, West to end of system, north of the Rogue River.	December 31, 1996 and every 3 years thereafter
Division 4	Lands located south of the Rogue River, north of Hwy 99 (Redwood Hwy), 6th Street west to the end of the system.	December 31, 1998 and every 3 years thereafter
Division 5	Lands located between Jackson-Josephine County line south of the Rogue River to 6th Street, then south of Hwy 99 (Redwood Hwy.) to end of system.	December 31, 1997 and every 3 years thereafter

26.  Each Board Member will be identified by a division number. Division numbers shall be transferred to the successor of each Board Member.
27. A Board Member shall be elected/appointed from each division in the District.

B. ELECTIONS:
1. 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. See ORS 545.041. [Appendix].
2. Directors shall be elected by votes from their division.
3. Elections shall be held the second Tuesday in November each year or as prescribed by Irrigation Law.
4. In the event a Director resigns, his/her position shall be declared vacant by the remaining Board Members, and any person from the same division shall be appointed for the period as prescribed by Irrigation Law.

C. 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, or a shareholder of a bona-fide corporate owner, of land in the division from which the Director is elected or appointed.
2. If questions exist regarding the eligibility of any candidate, the Board shall obtain an opinion from legal counsel prior to swearing in such person.

D. OATH OF OFFICE:
1. 1. Each newly elected or appointed Board Member shall take an oath of office at the Board Meeting prior to assuming the duties of the position.

E. VACANIES:

1. If a Director resigns, dies or ceases to be a resident of the State of Oregon or ceases to be an owner, or shareholder of a corporation owner, of land that is subject to charges or assessments of the District situated in the division from which the Director was elected or appointed, the position of Director shall be vacant.

2. Vacancies on the Board shall be filled by appointment by a majority of the remaining members of the Board. If a majority of the membership of the Board is vacant or if a majority cannot agree, the vacancies shall be filled promptly by the County Court or County Commission of Josephine County, Oregon. The period of service of a person appointed to fill a vacancy shall expire on the day before the first Monday in January of the year next following the election at which a successor is elected. The successor shall be elected to serve the remainder, if any, of the term for which the appointment was made. If the term for which the appointment was made expires on the day before the first Monday in January after the election of a successor, the successor shall be elected to a full term. In either case, the successor shall take office on the first Monday in January of the year next following the election.

SECTION 2: 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 powers 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. Members are encouraged to attend such conferences and other training programs as the Board may authorize.

ARTICLE V: OFFICERS OF THE BOARD OF DIRECTORS

A. OFFICERS: The officers of the Board shall be Chairman, Vice Chairman, each of whom shall be elected by and from the Directors of the Board.

B. TERM OF OFFICE: The Chairman of the board and the Vice Chairman of the Board shall service for a period of one (1) year or until a successor is elected by the board. The Chairman and Vice Chairman of the Board may not serve more than two (2) consecutive years in office. (Amend per Resolution 2005-2 at the 1-4-05 meeting).

C. VACANCIES: Except for vacancy in the office of the Chairman, any vacancy in the office shall be filled by appointment by the Chairman, subject to the approval of the Board of Directors, within sixty (60) days of vacancy.  If the office of Chairman becomes vacant during the regular term of such office, the Vice Chairman shall immediately succeed to the office of Chairman for the un-expired term.

D. DUTIES OF THE CHAIRMAN: The Chairman of the board shall preside at meetings of the Board of Directors. The Chairman shall perform all of the duties prescribed by the Oregon Revised Statutes. The Chairman shall consult with the Secretary/Manager regarding the preparation of each Board meeting agenda. The Chairman shall have the same right as other members of the Board to discuss and to vote on questions before the Board. The Chairman may call Special Meetings of the Board as described by the Oregon Public Meetings Law and Policy herein. The Chairman of the Board shall sign official District documents on behalf of the Board when authorized to do so by a majority of the Board.

E. DUTIES OF THE VICE CHAIRMAN: In the Chairman’s absence, or during any disability of the Chairman, the Vice Chairman shall have the powers and duties of the Chairman of the Board as prescribed in Policy herein. The Vice Chairman shall have such other powers and duties as a majority of the Board may from time to time determine.

F. COMMITTEES:

1. BY-LAW COMMITTEE: The Chairman of the Board, with approval of the Board of Directors, shall annually appoint a By-Law Committee, two [2[ of whom shall be members of the Board of Directors. Other members shall include, but not limited to the Secretary/Manager, legal counsel for the Board and any staff or personnel deemed knowledgeable in the functions and operations of the District.

2. BUDGET COMMITTEE: The Chairman of the Board, with the approval by the Board of Directors, shall annually appoint a Budget Committee. Two [2] members shall be members of the Board of Directors. Other members shall include, but not limited to, the Secretary/Manager, and other personnel or staff deemed knowledgeable in the functions and operations of the District.

3. OTHER COMMITTEES: The Chairman of the Board may with the approval of the Board of Directors appoint other such committees as may be necessary.

ARTICLE VI: SECRETARY/MANAGER OF THE DISTRICT

A. QUALIFICATIONS: The Secretary/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. APPOINTMENT: The Secretary/Manager of the District shall be appointed by the Board of Directors and shall serve at the pleasure of the Board. The Secretary/Manager need not be a board member.

C. SALARY: The Secretary/Manager of the District shall receive a salary which shall be fixed by the Board of Directors.

D. DISTRICT EXPENSES: All authorized expenses connected with the operation of the District shall be paid for by the District. The authorized purchase limit without prior board approval shall be $5,000. [Amended]

E. DUTIES: The duties of the Secretary/Manager of the District shall include the day-to-day operation of the District, and shall be further defined by the Board of Directors expressed at any duly called meeting. The Secretary/Manager of the District shall supervise the personnel of the District and have the authority to hire and terminate employment. The Secretary/Manager shall annually review the District’s financial audit with District personnel prior to submitting the audit to the Board. The Secretary/Manager shall send copies of the audit to the State and County agencies. Until at which time the contract with the Bureau of Reclamation is paid in full, a copy of the annual audit shall be sent to the appropriate agency. (See Article VIII – Annual Audit)

F. MEDICAL AND DENTAL INSURANCE: The Secretary/Manager of the District, and his/her spouse and children, shall be covered, commencing on the first day of the month following the date the Secretary/Manager of the District is determined to be a full-time employee.

ARTICLE VII: MEETINGS

SECTION 1: MEETINGS AND QUORUMS:

A. PUBLIC MEETINGS LAW: Meetings of the Board of Directors shall follow the Irrigation District statutes, ORS 545.181 and 545.185, and Oregon’s Public Meetings Law, 192.610 to 192.710. See Appendix. For answers to questions regarding Oregon’s Public Meeting’s Law refer to the Attorney General’s Public Records and Meetings Manual, [hereafter referred to as Attorney General's Manual] Oregon State Department of Justice December, 1999, [additional copies may be purchased from the Department of Justice, Publications Center, 16 Justice Building, Salem, Oregon 97310, telephone number [503] 378-2002], and Chapter 8, Public Meetings and Records, Special Districts Management & Policy Handbook, published by the Special Districts Association of Oregon. The Irrigation District Law, ORS 545.185, provides “all meetings of the Board must be public”. In addition, all meetings of the Board are subject to Oregon’s Public Meetings Law, ORS 192.610 to 192.710. With certain exceptions, all meetings of the Board must be open to the public, properly noticed, when a quorum of members is present for the purpose of deciding and deliberation on any public matters, or to gather information on which to deliberate.

B. EXCEPTIONS TO PUBLIC MEETINGS LAW: A gathering of less than a quorum is not a meeting under the law. On-site inspections of projects or programs and the attendance of Board Members at a gathering of any national, regional or state association to which the District or the Board Members belong are excluded from the definition of “meeting”. ORS 192.610(5), Private social gatherings are not included. However, if a purpose to deliberate on any matter of official policy or administration arises during a social gathering, it may lead to a violation. The Attorney General’s Manual states that it is the purpose of the meeting which triggers the requirement of the law.

C. QUORUM AND VOTING REQUIREMENTS: A majority of the Board Members shall constitute a quorum for the transaction of business. All questions requiring a vote of the Board shall require a concurrence of a majority of the Board. ORS 545.185.

D. ANNUAL MEETINGS: The annual meeting shall be held on the second Tuesday of January. The agenda shall include, but not limited to: (a) Selection of the Chairman and Vice Chairman; (b) Selection of Banks; (c) Selection of Committees and Members thereof and fixing the day and time of the regular monthly meeting.

E. REGULAR MONTHLY MEETINGS: The regular monthly meetings shall be held the second Tuesday of each month at 7:00 p.m. at the District Office. Amended: 1/4/05: second Thursday of each month at 10:00 a.m. in Room 157 of the Josephine County Courthouse.

F. SPECIAL MEETINGS OF THE BOARD: Special Board meetings may be called by order of a majority of the Board. Five [5] days notice must be given by the Secretary/Manager to the Board Members who do not join in the order. The order must specify the business to be transacted, and no other business may be considered unless all Board Members are present. ORS 545.185.

G. EMERGENCY MEETINGS: Emergency meetings may be called by the Chairman of the Board with an affirmative vote of the majority of the Board of Directors. A situation deemed an emergency by the Chairman of the Board, when the operation of the District is in jeopardy. Media notification must be at least twenty-four hours [24 hours] prior to the meeting.

H. QUORUM: Three [3] members shall constitute a quorum. The meeting shall be canceled and rescheduled if no quorum is reached. The media shall be notified as soon as possible of the cancellation and of the rescheduled date and time of the meeting.

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

J. EXECUTIVE SESSIONS: The Board is authorized to meet in Executive Session, or Closed Session, in certain limited situations. ORS 192.660. [See Appendix]. Such sessions may follow or precede any regular or special meeting or may be called for a sole executive purpose. Matters which may be discussed in Executive Session include:
1. Employment of public officers and employees;
2. Discipline of public officers and employees;
3. Performance evaluations of public officers and employees;
4. Labor negotiator consultations;
5. Labor negotiations;
6. Consideration of exempt public records;
7. Consultation with legal counsel concerning legal rights and duties regarding current or threatened litigation;
8. Real property transaction negotiation strategy:  Exemptions do appear to pertain to irrigation districts.   Final decisions and final actions resulting from Executive Session must be taken in a Public Session, not in the Executive Session.  Members of the media must be allowed to attend an Executive Session, except a session involving deliberations with persons designated to carry on labor negotiations. However, the Board may require that specified information that is the subject of the session not be disclosed. ORS 192.660(3).

L. TELEPHONIC/ELECTRONIC MEETINGS: As allowed under the Public Meetings Laws, meetings may be accomplished by telephonic conference calls or “other electronic communications”. Such meetings are subject to all the provisions of the Public Meetings Law regarding notice and access. ORS 192.670(1).

M. NOTICES OF MEETINGS: ORS 192.640:
1. Annual and Regular Monthly Meetings: Notice of the time and place of a meeting is “reasonably calculated to give actual notice to interested persons including news media which have requested notice” shall be given. The notice shall also include an agenda or a list of the items to be considered at the meetings. Matters which may be considered at the meeting, however are not limited to those on the agenda or list.
2. News media who have requested notice must be given notice. Paid display advertising is not required, but press releases should be sent to local media. If the board is aware of persons having a special interest in a particular action, those persons generally should be notified.
3. Special Meetings: At least twenty-four hours [24 hours] notice must be given to the media and interested persons. Reasonable notice may require notification by telephone.
4. Emergency Meetings: Notice must be given “as is appropriate to the circumstances” although this phase is not defined. If sufficient time allows, attempted telephonic notice would seem appropriate.
5. Executive Sessions: If an Executive Session has been called during a regular, special or emergency meeting for which notice has already been give, the presiding officer must announce the statutory authority for the Executive Session before going into Closed Session. ORS 192.660(1).
N.

O. PUBLIC PARTICIPATION: Subject to limited items, the right of the public to attend Board Meetings does not include the right to participate by public testimony or comment. The exceptions mentioned in the law are:
1. an opportunity for “public input” into the employment of a public officer,
2. an opportunity for “public comment” on standards to be used in hiring a chief executive officer, and
3. an opportunity for “public comment” on standards to be used in evaluating the employment-related performance of a chief executive officer. Attorney General’s Manual, December 1, 1999 edition, Page 107.

Q. MINUTES AND RECORD KEEPING: The Public Meetings Law requires that written minutes be kept of all meetings, to include at least the following:
1. Members present;
2. Motions, proposals, resolutions, orders, ordinances, and measures proposed and their disposition;
3. Results of all votes and the vote of each member by name. No secret votes may be taken;
4. The substance of any discussion on any matter; and
5. Subject to the Public Records Law, ORS 192.410 to 192.505, a reference to any document discussed at the meeting.  Verbatim minutes need not be taken. Tape recording is not required, although it may be helpful in the preparation of the minutes. After the minutes are prepared, the tape may be destroyed.  Executive Session minutes may be kept in the form of a tape recording rather than written minutes. Attorney General’s Manual, December 1, 1999 edition, page 110.

S. BOARD MEETINGS
1. Distribution of Materials to Board Members: The Agenda, the Financial Report, and Statement of Bills shall be provided to each member of the Board of Directors before each regularly scheduled Board meeting.  At the same time, the Secretary/Manager shall provide members detailed information relative to the Agenda, including existing Board policy pertinent to Agenda items.
2. Board Meeting Agenda: The Secretary/Manager of the Board shall draft the Agenda after conferring with the Chairman of the Board. The following general order shall be observed:
a. Call to Order;
b. Roll Call by Chairman or designee;
c. Approval of the Minutes;
d. Approval of Invoices;
e. Visitors and their concerns;
f. Correspondence;
g. Attorney’s Report;
h. Inclusions;
i. Exclusions;
j. Secretary/Manager Report;
k. Chairman’s Report;
l. Items not on agenda open to public, Board and staff participation;
m. Agenda suggestions for future meetings from Board members and District personnel.

ARTICLE VIII: ANNUAL AUDIT
The Board of Directors shall cause an annual audit of the District’s financial records. A copy of the audit shall be sent to the following agencies:
1. Bureau of Reclamation Evan Rasmussen, PN 430 Pacific Northwest Region 1150 North Curtis Road, Suite 100 Boise, ID 83706-1234
2. Recorder’s Office Josephine County Courthouse Grants Pass, OR 97526
3. Recorder’s Office Jackson County Courthouse Medford, OR 97501
4. State of Oregon Division of Audits Salem, OR 97310

ARTICLE IX: 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 X: PUBLIC RECORDS LAW

A. RECORDS SUBJECT TO DISCLOSURE: The Oregon’s Public Records Law, ORS 192.410 to 192.505 apply to the District. [See Appendix].
ARTICLE XI: GOVERNMENT ETHICS LAWS

A. APPLICABLE LAW: Oregon’s Government Ethics Laws apply to Irrigation District Board Members. ORS Chapter 244. [See Appendix]. Among the applicable provisions are:
1. District Board Members shall not “use or attempt to use [their] official position or office to obtain financial gain or avoidance of financial detriment that would not otherwise be available but for the public official’s holding of the office position”. ORS 244.040(1)(a).
2. District Board members shall not attempt to further their personal gain through the use of confidential information gained in the course of or by reason of the official position or activities of the public official in any way. ORS 244.040(4).
B.

C. 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. There is an exception to refraining from voting if the Board Member’s vote is necessary to meet a requirement of a minimum number of votes to take official action.  ”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 [an 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(7)  Thus, if all irrigations are 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 Law, 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.
IN WITNESS WHEREOF AND IN APPROVAL AND ADOPTION OF THE FOREGOING BY-LAWS, the authorizing Directors of this corporation have hereunto set their hands and seals this 9th day of April, 1996.
CHAIRMAN THOMAS N. MCMURRAY, DIVISION #4 NANCY TAPPAN, DIVISION #1 MARJORIE R. SPICKLER, DIVISION #2 SAM ATTOLLICO, DIVISION #5 BILL BRAUNBERGER, DIVISION #3

Bylaws

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