ASCC By-Laws

BY LAWS

of

THE ABERDEEN-SPRINGFIELD

CANAL COMPANY

ARTICLE I

Who May Become Stockholders

The Stockholders of this Company shall be limited to those who have made entries, or otherwise acquired public arid lands under the provisions of the Acts of Congress and the Law of the State of Idaho, commonly known as the "Carey Law" for which lands water rights have been acquired from the canal system of the American Falls Canal & Power Company, the same being embraced within supplemental lists Nos. 1 and 2; and such other lands as are being reclaimed, and for which water rights have been acquired from said system, in Bingham and Blaine (now Power) Counties, Idaho.

ARTICLE II

Effect of Transfer of Lands

Every transfer of the title to any lands to which the said water rights and the shares of stock representing such water rights are appurtenant, whether by grant, or by operation of law, except where the lands may be subject by grant, or involuntarily under any law, to an easement, the exercise of which does not interfere with the cultivation of the soil by the servient owner, shall operate, whether it be expressed therein or not, as a transfer to the grantee or successor in title, of all rights to the use of water for the irrigation of said lands also all rights arising from, or incident to, the ownership of such shares of stock, as well as the shares themselves; and upon presentation to this Company of and upon the delivery for cancellation of any outstanding certificate, the proper officers shall transfer such shares of stock upon the books to the successor in title to said lands.

ARTICLE III

Limitations of Transfer of Stock

Section 1. Each Stockholder shall be entitled to as many shares of stock in this Company as he may have purchased shares of water right for the land so entered or purchased by him, that is to say, one share of stock for each share of water right. Where such owner has not paid for all such water right, his stock shall not be paid up stock, except to the extent he has made payments thereon. Stock shall not be transferable upon the books of the Company, or by endorsement, or assignment or otherwise, except as an incident to, and simultaneously with the sale or assignment of the land embraced within the entry and the shares of water right appurtenant thereto. The delivery of stock to the entryman prior to his having fully paid and discharged all of the unpaid balance upon the purchase price of said shares of water with all interests, assessments, maintenance charges and costs that may be due and payable against the same, nor the possession of a stock certificate shall in any wise give the holder thereof power to transfer any portion of such stock, except as hereinafter provided. All stock issued or to be issued is accepted and received by the holder and all subsequent holders charged with the unpaid balance of the purchase price, together with all lawful interest, assessments, maintenance charges and costs against said water rights.

Section 2. Except as hereinafter provided, the owner or holder of such stock shall have no right, power or authority in any manner to pledge, mortgage or convey any right, title or interest, in or to said stock or to deposit the same as collateral, except in connection with and as an incident to the sale or transfer or mortgaging of the water right thereby evidenced and the premises to which such water right is appurtenant.

Section 3. The Board of Directors may, in their discretion, in proper cases, and they are hereby authorized to issue certificates of stock limiting or restricting the rights of the holders thereof, in cases where the delivery of water by gravity from the Company's laterals is impossible, or where water cannot be delivered in said laterals within one-half mile of the land to which same is appurtenant.

Section 4. No transfer or attempt to transfer any of the shares of stock in said Company, made or suffered by the owner, shall be of any force or effect for any purpose or shall confer any rights of any kind whatsoever upon the person to whom such transfer is attempted to be made, unless simultaneously therewith the water rights represented by said stock and the land to which such water rights are appurtenant is also conveyed to such person. Provided: that after the consent of the Board of Directors of this Company is obtained, the owner of any land may transfer the water right thereof, in whole or in part, to other land owned by him or to another land owner, if the same can be served and irrigated by the canal system of this Company; such transfer to be made in conformity with Chapter 25, Title 42 of the Idaho Code. The Board, however, shall not give its consent to any transfer to lands where water delivery will materially increase the maintenance charges, endanger or overload the canals or laterals of the system or any part thereof, or in any way jeopardize the interests of any other Stockholder.

Section 5. In case of a request for consent to transfer a water right upon which the purchase price has not been fully paid, or from lands covered by mortgage, the Board shall have no power to grant the same until after the consent of the vendor of the water right or the mortgagee of the land is secured.

Section 6. The Board shall not consent to a transfer of water or stock, and no cancellation or reissue of any certificate or other record of any transfer of stock shall be made by the Secretary or any other officer until all charges and assessments of the Aberdeen-Springfield Canal Company against the same are fully paid.

ARTICLE IV

Deliveries of Water

Section 1. The ownership of each share of stock of this Company shall carry with it as an incident thereto, a right to have water delivered to the owner thereof by the Company for the irrigation of the lands to which such water rights are appurtenant, out of the water appropriated by the Aberdeen-Springfield Canal Company from the Snake River, during each and every irrigation season, a share representing a carrying capacity sufficient to deliver water at the rate of .625 miners inches per acre in the main canal and all laterals: Provided, that the whole amount of water actually delivered to such lands shall not exceed the amount necessary for the proper cultivation thereof, and in no event to exceed four acre feet per share; this Company reserving the right to provide for the delivery of said water by a proper system of rotation, it being further agreed that the amount of water to be delivered to such owner shall be that proportionate part of all the water available for distribution by the Company under such appropriation during any irrigation season, as the number of shares owned by him bears to the whole number of valid and subsisting shares then outstanding, deliveries to be made and accepted only according to an equitable rotation during the times when natural flow water is being delivered according to the usual custom of canal operation.

Section 2. In the delivery of storage water owned by the Company, each Stockholder is entitled to his proportionate share of all that is available for delivery, for use upon the lands described in his stock certificates only, if he can and does beneficially use the same, at such times as it is available for delivery to him under the customary manner of canal operation. And in the delivery of storage water purchased privately by the land owner for his land, each Stockholder owning such water is entitled to such proportionate share of all storage thus privately owned as the amount thereof owned by him bears to the total amount of such privately owned storage water available for delivery, for use upon the land described in his stock certificates, if he can and does beneficially use the same at such times as it is available for delivery to him, under the customary manner of canal operation. Provided, that the Company shall not be required to deliver to any land in any one season a greater amount of water, including natural flow and storage, than four acre feet per share.

Section 3. In addition to the general power of the Board of Directors to make all such rules and regulations as may be expedient in relation to the operation of the canal system and the delivery of water, such Board is hereby specifically authorized to make such reasonable rules and regulations for the delivery of storage water privately purchased by the landowner, as in the judgment of the said Board are desirable; and the Board in its discretion may apportion the added cost, if any, either ascertained or estimated, of the delivery of such water, equitably among the owners thereof, and secure and collect the same either as maintenance charges against the lands, or by requiring payment in advance of delivery, or by some other manner.

Section 4. It is the intent of the Company to conserve its water supply and to provide an adequate water supply to its Shareholders. To accomplish these goals, the Company shall minimize spills from its system whenever possible, shall utilize on-project storage where possible to reduce diversion requirements and spill, shall work towards the reduction of canal and lateral seepage where possible, shall encourage on-farm water conservation, and shall provide adequate water devices and policies to facilitate water management and allocation.

ARTICLE V

Form of Stock Certificates

Section 1. A certificate of stock shall be substantially in the following form:

Incorporated Under the Laws of the State of Idaho

No. ______________ Shares______________

ABERDEEN-SPRINGFIELD CANAL COMPANY

Capital Stock $75,000.00

75,000 Shares Par Value $1.00 Each

This certifies that _______________________________________________of is the holder of____________________shares of the capital stock of the Aberdeen-Springfield Canal Company and this stock certificate is issued and accepted subject to the following conditions which shall be binding upon the holder, his assigns, or successors in interest:

1. That this certificate represents a water right which is appurtenant to the following described land, to-wit:

and a proportionate interest in all of the irrigation works of this company

2. Each share of stock herein represents and is equivalent to and stands for one share of water right as herein defined, and such shares of water right are appurtenant to the above described premises.

3. The ownership of each share of stock represented by this certificate carries with it, as an incident thereto, a right to one vote for each share at all stockholders' meetings of this Company; to have water delivered to the holder hereof for the irrigation of the lands to which such shares of water right are appurtenant during the irrigating season of each year hereafter, the share of stock representing a water right which has a carrying capacity sufficient to deliver .625 miners inches per acre in the main canal and in all laterals, not exceeding four acre feet per share in any one year, or a proportionate part of all water available for distribution by this Company; and such water may be delivered by a proper system of rotation.

4. Any transfer, whether by gift, grant, or operation of law, of any of the lands to which the water rights represented by these shares of stock are appurtenant, shall operate, whether it be so expressed or not, as a transfer to the grantee, or successor in interest, of all rights to the use of the water for the irrigation of such lands, and all other rights incident to the ownership of these shares of stock, and any transfer, or attempted transfer, of any of said shares shall be of no force or effect except in connection with the transfer of the lands herein described and of the water rights which this stock represents, excepting only such transfers as are made pursuant to law in the separation of such water rights from the lands to which the same are now appurtenant.

5. This certificate is transferable only on the books of the Company in person or by attorney, upon the surrender of this certificate properly endorsed.

IN WITNESS WHEREOF the President and Secretary have hereunto subscribed their names and affixed the Corporate Seal of this Company at Aberdeen, Idaho this___________day__________ of , 20______ .

ABERDEEN-SPRINGFIELD CANAL CO.

ARTICLE VI

Stockholder Meetings

Section 1. Annual Meeting. The annual meeting of the Stockholders of this Company shall be held at its offices or place designated by the Board of Directors, on the second Monday in December of each year at the hour of 1:30 o'clock P.M. with nomination and election of Directors to begin no later than 3:00 o'clock P.M., of the same day. The rules contained in Roberts Rules of Order shall govern meetings of the Company in all cases to which they are applicable, and in which they are not inconsistent with the by-laws. Notice of each annual meeting shall be given by the publication of a notice thereof within the thirty days immediately preceding the meeting for two weeks prior thereto; such publication to be in a newspaper of general circulation published in the city where the general office of the Company is located, or if no such newspaper is published there, then in the newspaper published nearest to such office which has a general circulation among the residents within the Aberdeen-Springfield Canal System. If such publication is made in a weekly newspaper, the same shall be made in three issues thereof.

Section 2. Special meetings of the Stockholders of this Company may be held at any time, upon order of the Board of Directors entered upon the minutes of such Board, or by the President, showing the purpose for which such meeting is called, which order shall be published in the same manner as the notice of an annual meeting, and in addition thereto the Secretary shall mail a copy, postage prepaid, not less than ten (10) days nor more than fifty (50) days prior to such meeting, to the last know post office address of each Stockholder, as shown by the books of the Company. Any number of Stockholders representing one tenth (1/10) of the outstanding capital stock, or any one hundred or more bona fide Stockholders, may in writing, and in person or by written proxy, request the Board at any meeting thereof, to call a special meeting of the Stockholders for the purpose designated by them, and if such request is not granted when made, they may appoint one or more of their number to call the same and give notice thereof in like manner.

Section 3. Shares of stock in the Company shall represent, stand for and be equivalent to a like number of shares of water right in the system of the American Falls Canal and Power Company, and the owner or holder of such water rights shall be entitled, without further cost to him, to have a stock certificate issued in regular form as provided in these by-laws; Provided that no certificate for less than five shares shall be issued unless in the discretion of the Board of Directors they believe the particular case justifies the issuance of a smaller certificate, and provided further that each certificate outstanding, regardless of the number of shares represented thereby, shall pay a minimum annual maintenance charge of three dollars ($3.00) notwithstanding the fact that the per acre or per share levy on the number of shares represented might amount to less than such minimum charge.

Section 4. Quorum, voting and proxies. A majority of the Stockholders present either in person or by proxy, shall constitute a quorum and may elect officers and transact all other business that is proper. Each share of stock shall be entitled to one vote and a majority vote of all stock present, either in person or by proxy, shall be necessary to constitute a valid act of such Stockholders.

Section 5. At all Stockholders' meetings the President of the Board of Directors shall preside, or in case of his absence or disqualification, the vice-president shall preside at such meetings. Except by unanimous consent of all stock present and voting, the voting shall be by ballot, each share being entitled to one vote only: Provided, that in the matter of electing officers, stock may be voted cumulatively. The right to vote either in person or by written proxy shall be determined from the books of this Company. All proxies must be in writing and in due form and be filed with the Secretary at least three working days prior to the meeting, and must be left with and retained by the Secretary for at least six months thereafter. For voting purposes no transfer of stock made within ten days of the time of a Stockholders' meeting shall be recognized.

ARTICLE VII

Board of Directors

Section 1. The corporate powers, business and property of this Company must be exercised, conducted and controlled by a Board of nine Directors, three of whom are to be elected each year for a term of three years, at least five of whom must be actual bona fide residents within Bingham or Power Counties, Idaho, and each must own not less than forty shares of the capital stock. Proof of ownership of shares of the capital stock of the Corporation shall be established by the books and records of the Corporation or by certification by the Board of Directors of any corporation holding shares of the capital stock of Aberdeen-Springfield Canal Company that any of its Shareholders upon dissolution of the corporation, that Shareholder would hold at least forty shares of the capital stock of Aberdeen-Springfield Canal Company. Whenever a vacancy occurs in the Board of Directors, it may be filled by a majority of the entire Board. Such Director to serve until the next annual meeting, or until a successor is elected by the Stockholders to fill the un-expired term.

Section 2. Immediately after their election, the Directors must organize by electing a President and a vice-president, each of whom must be one of their number.

Section 3. Five Directors shall constitute a quorum for the transaction of business, and a majority vote of such quorum shall be valid as a corporate act, but less than a quorum may adjourn from time to time until a quorum is present, and may enforce the attendance of absent members by suitable penalties or such other means as may be necessary, except that an executive committee shall not be created without concurrence of five members of the board of Directors.

Section 4. Regular meeting of the Board of Directors shall be held at the hour of 10:00 o'clock A.M. on the fifth day of each month, except when such day is Sunday, Saturday or a legal holiday , which event the meeting shall be held on the next business day; provided that the December meeting each year be held on the same day as the annual Stockholders' meeting; special meetings of the Board may be called by the President or by three members of the Board, such call shall be in writing and signed by the President or three Directors calling the same, and shall state the time of the proposed meeting and the nature of the business to be transacted thereat. Such written call shall be filed with the Secretary, who shall immediately and at least five days before the time fixed for the meeting, mail a copy of the same, postpaid and registered, to each member of the Board. All meetings of the Board shall be held at the office of the Company, unless otherwise stated in the notice, and for reason specified, which shall be entered upon the minutes of the Board. A meeting of the Board shall be regular in all respects without a call or notice, providing all members of the Board are present or consent to the holding of such meeting.

Section 5. Assessments. The Board shall have power to estimate and make a levy of all necessary assessments, maintenance charges and operating expenses of every kind whatsoever, against the Stockholders or the stock of the Company and the payment thereof may be required from each Stockholder before the delivery of water to him. The Board shall have power to make, publish and enforce rules and regulation concerning the distribution, use and application of water under this system.

Section 6. The office of General Manager is hereby created and the Board of Directors may create such other offices or positions as may be necessary or convenient for the carrying on of the business of this Company, diverting and distributing water, and may prescribe the manner of selecting such officers or agents who shall hold their positions at the pleasure of the Board.

Section 7. The Board shall keep a record of its transactions at the offices of the Company, and the same shall at all times be open for inspection of the Stockholders of the Company at all reasonable hours, and upon all occasions when such examination would not interfere with the proper management of the corporate business; and shall hear and determine complaints of all Shareholders for non-service or of the neglect or improper performance of duties on the part of any employee, officer or agent of the Company.

Section 8. The members of the Board shall receive such compensation as may be prescribed by the Stockholders at any such meeting, and such compensation when fixed shall not be increased or diminished during the period for which Director is elected without authority from the Stockholders. As to all agents, servants and employees of the Company including members of the Board when employed to perform specific duties in addition to their regular duties as Directors, the Board shall have authority to fix the rate of compensation and to change the same at will; Provided, that the Stockholders at any regular meeting, or at any special meeting called for such purpose, may by the affirmative majority vote,-if such affirmative majority vote shall be joined in either by 100 or more Stockholders or represent one tenth (1/10) or more of the issued and outstanding capital stock, -terminate the employment of any or all employees or may in the same manner terminate the then fixed compensation of such employee and themselves fix a new rate of compensation for such employee, which rate shall not thereafter be changed by the Board until by a like vote of the Stockholders, their consent is obtained.

Provided, further, that no compensation shall be allowed to any Director for special services rendered, unless such special services shall have been first authorized by the Board of Directors and the compensation for such services fixed.

Section 9. The Board of Directors shall have power and authority to enact and provide all needful rules and regulations in any wise necessary or convenient, to carry on the business of this Company not in conflict with the charter, by-laws, or law of the land, and such rules and regulations, when duly enacted, shall have all the force and effect of rules and regulations enacted by the Stockholders and until the same shall be disapproved by such Stockholders, at a Stockholders' meeting.

Section 10. If any Director shall at any time during his term of office cease to have any of the qualifications prescribed in these by-laws, his term of office shall thereupon become vacant.

Section 11. At each regular meeting, or oftener if the Board so elects, the Board shall audit and review all bills that have been approved for payment by the General Manager and/or the President.

ARTICLE VIII

Duties of Officers

Section 1. It shall be the duty of the President to preside at all meetings of the Board of Directors, and at all meetings of the Stockholders; to sign and acknowledge, as agent of the Company, all deeds, conveyances, contracts and agreements, or other instruments, executed by the Company, except such minor contracts as the Board may authorize the General Manager to execute. It shall be his duty to approve all expenditures in excess of $500.00 and to sign checks in payment therefor. It shall be the duty of the President and he shall have the power to suspend the General Manager, the Secretary or the Treasurer until the next regular or called meeting of the Board thereafter, should any one of these officers be found at any time to be acting beyond the scope of his authority, or to the detriment of the Company.

Section 2. It shall be the duty of the vice-president to act in all cases as the President of the Company in the absence or inability of the President to act.

Section 3. The Board shall elect a Secretary to serve during the pleasure of the Board whose duty it shall be to keep accurate minutes of all the meetings of the Stockholders and of the Board of Directors; to receive maintenance fees from such persons as may tender same from time to time and issue proper receipts therefor. The Secretary shall turn all moneys collected by him over to the Treasurer or depository in which the Company's funds are kept, taking a receipt therefor and filing same with the records of the Company. It shall be the duty of the Secretary to open and keep accurate books and accounts of all business dealings of the Company so that any time the amounts of money on hand, the assessments, the amount of money expended for each feature of maintenance and operation and all other expenses of the Company can be easily and quickly determined; to make such financial statements at the end of each fiscal year, or at such other times as directed, as will correctly show the condition of the various funds and the financial standing of the Company; to keep accurate stock books of the Company, showing in whose name any and all stock of the Company is outstanding; to keep a book of by-laws in which all the by-laws of the Company, all amendments thereto and resolutions adopted by the Board shall be entered chronologically; to keep in a systematic manner all papers, instruments and other records of the Company; to sign all checks for the payment of any and all expenditures authorized in accordance with Article VII and approved as provided by Article VIII, Sections 1 and 5, of these By-laws and to attest all deeds, contracts and agreements entered into on behalf of the Company; and to do and perform such other duties as may be required.

Section 4. The Board shall elect a Treasurer to serve during the pleasure of the Board whose duty it shall be to safely keep all moneys of the Company entrusted to his care and to keep an accurate account of such moneys for the inspection of anyone entitled to such information at any time; to pay out the moneys of the Company only upon written checks signed by the Secretary and by either the President or General Manager. The Treasurer shall give bond to the Company in a sum of at least $5000.00 or more, if required by the Board, conditioned upon the safe keeping and turning over all moneys belonging to the Corporation on demand.

Section 5. A General Manager shall be appointed by the Board to serve during the pleasure of the Board whose duty it shall be to supervise the activities of the Company under the immediate direction and control of the Board of Directors. It shall be his duty to distribute the available water amongst those entitled thereto in proportion to their respective rights and in accordance with the rules and regulations provided by the Board of Directors. It shall be his duty to keep the canals and laterals and all property of the Company in proper repair and maintenance as directed by the Board of Directors; to properly and safely care for the property of the Company during the recess of the Board of Directors; to execute all orders and instructions of the Board of Directors either himself or through the subordinate officers and employees; to employ such assistants and other employees as the Board may authorize; to make a monthly written report to the Board of Directors and an annual report to the Stockholders and such other reports as may be demanded, and at all times to keep the Board of Directors fully informed concerning all business of the Corporation; to make recommendations to the Board and to the Stockholders when deemed advisable; to approve all bills and payrolls before payment is made; and to do all such other things as may by the Board be directed.

Section 6. The Board shall require the Secretary and General Manager to give security company bond in an adequate amount; and may require any other employee or officer to give bond in such amount as the Board, in each case, may determine.

Section 7. Neither the Secretary or Treasurer need be members of the Board of Directors.

ARTICLE XI

Amendment of the By-Laws

These by-laws may be altered, amended or repealed at any annual meeting of the Stockholders, if the purpose to amend the same has been included in the notice thereof, or at any special Stockholders' meeting called for such purpose, by two-thirds vote of the stock represented.

Any proposed changes in the by-laws 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 changes (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 weeks prior to the meeting at which such changes are finally adopted and said notice shall state the time and place at which the vote on final adoption will be taken.

Updated 12/91

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