BYLAWS OF THE
ARTICLE 1. OFFICE
The principal office of the Talent Irrigation
District (the “District”) in the State of
Oregon shall be located at 104 Valley View
Avenue, Talent, Oregon 97540. The Board of
Directors (the “Board” or “Directors”) may
change the principal office of the District
within the State of Oregon as it may
determine from time to time in its sole
ARTICLE II. ELECTORS
Section 1. Electors. Electors of the
District include every person 18 years of age
or older, whether a resident of the District
or State or not, who is an owner or a
purchaser under a recorded contract of
purchase of land situated within the District
and subject to the charges or assessments of
the District. ORS 545.002(3).
Section 2. Voting Rights of Electors.
(1) Multiple Ownerships. If
ownership is in estates by the entirety,
tenants in common, or in other cases of
multiple ownership, only one vote shall be
allowed on behalf of all the owners under
each multiple ownership. The vote may be
cast by any one of the multiple owners. When
two or more persons attempt to cast a vote
under this paragraph, only the vote of the
person who first casts a vote shall be
counted. Voting by proxy is not allowed in
irrigation district elections.
(2) Corporate Ownerships. Any
corporation may vote as a single owner of
land through any officer or agent when the
officer or agent is authorized to vote by the
corporation and the written authorization is
filed with the Secretary of the District.
(3) General Partnership, etc. Any
general partnership, limited partnership or
limited liability company may vote as a
single owner of land through any general
partner, member or agent when the general
partner, member or agent is authorized to
vote by the entity and written evidence of
the authority of the general partner, member
or agent is filed with the Secretary of the
(4) Representative Ownerships. Any
trustee of a trust, guardian, administrator
or executor authorized to act as such of a
person or estate owning land with the
District shall be considered an owner of land
for the purposes of the Irrigation District
Law, when the owner in fee is not otherwise
entitled to vote.
(5) Weighted Voting. An owner of
land or elector may vote according to the
total amount of acreage within the District
owned by the owner or elector that is subject
to the charges or assessments of the District
on the basis of:
(a) One vote for up to 40 acres;
(b) Two votes for 40 acres or more but not
more than 160 acres; and
(c) Three votes for more than 160 acres.
Section 3. 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
Section 4. Annual Meeting of District.
An annual meeting of the District shall
be held on the first Tuesday in January.
ARTICLE III. NON-DIVISION OF
Voting for Directors shall be by the District
at large, rather than by subdivisions.
Section 1. Annual Elections. An
election shall be held on the second Tuesday
in November of each year, at which one or
more Directors shall be elected. ORS
545.135. Except when conducted by mail
ballot, the election shall be conducted as
provided in ORS 545.135 to 545.153.
Section 2. Mail Ballot Elections.
Upon resolution adopted by the Directors, any
regular or special election may be conducted
by mail as provided in ORS 545.163.
Section 3. Special Elections. A
special election may be called by resolution
of the Directors at any time an election is
required or permitted by law. Such election
shall be conducted as required by any law
providing for the election, and otherwise, as
nearly as practicable, as provided in ORS
545.135 to 545.163.
Section 4. Absentee Voting. Electors
of the District shall be entitled to vote by
ARTICLE V. DIRECTORS
Section 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 corporate owner,
of land within the District. ORS 545.043.
Section 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).
Section 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.
Section 4. Regular Meetings. The
Directors shall hold regular monthly meetings
on the first 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.
Section 5. Special Meetings. Special
meeting of the Directors may be held when
ordered by a majority of the Directors.
Section 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
Section 7. Executive Sessions. The
Directors are authorized to meet in
executive, or closed session, when authorized
under Oregon’s Public Meetings Law, ORS
192.660. Such sessions shall be conducted as
required by law.
Section 8. Notice of Board of Directors
Meetings. 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 the 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 States mail addressed to the Director
at the Directors address as it appears on the
records of the District, with postage prepaid
thereon. Any Directors may waive notice of
Notice of meetings shall be given to the
public as required under ORS 192.640,
Oregon’s Public Meetings Law.
Section 9. Quorum. 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
concurrence of a majority of all the
Section 10. Public Meetings 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 545.185.
Section 11. Vacancies. 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;
Section 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.
Section 13. Recall of Directors. A
Director may be removed from office only by
recall as provided in ORS 545.189 and 198.410
Section 14. Telephonic/Electronic
Meeting. Subject to compliance with
Oregon’s Public Meetings 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).
ARTICLE VI. OFFICERS
Section 1. Officers. 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 Bylaws 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.
Section 2. 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.
Section 3. Vacancies. 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, which ever comes first.
Section 4. Removal of Officers. The
Board of Directors may remove any officer of
the District at any time, provided they
determine that such removal is in the best
interests of the District.
Section 5. President. The President
of the District shall preside at all meetings
of the Board of Directors of the District.
The President may sign, together with the
Secretary-Manager, or any
other officer designated by the District, any
contract, deed, mortgage, evidence of
indebtedness or other document authorized to
be executed by the Board of Directors, except
where the Board of Directors, these Bylaws or
applicable law has authorized execution by
other parties. To the extent permitted by
applicable law and these Bylaws, the
President shall have all powers and perform
all duties incident to the Office of
President, or as otherwise designated by the
Section 6. Vice-President. In the
absence of the President, the Vice-President
shall act in place of the President and
possess all the authority, powers and duties
of the President during such time. To the
extent permitted by applicable law and these
Bylaws, the Vice-President shall have all
powers and perform all duties incident to the
Office of Vice-President, or as otherwise
designated by the Board.
Section 7. Secretary. The Secretary
shall keep the minutes of all meetings of the
District and the Board and provide
appropriate individuals with notice of such
meetings; 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
The Secretary shall collect all 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. 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.
The Secretary shall perform all duties and
functions of Secretary in the conduct of
District Elections as provided by law.
To the extent permitted or required by
applicable law and these Bylaws, the
Secretary shall have all powers and perform
all duties incident to the Office of
Secretary, or as otherwise designated by the
Section 8. Bond Requirements. 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 an amount that the Board
may determine. The cost of the bond shall be
paid by the District. (ORS 545.498)
ARTICLE VII. MANAGER
Section 1. Employment of Manager.
The Board shall employ a full time Manager of
the District who shall serve at the pleasure
of the Board.
Section 2. Duties of Manager. The
Manager shall perform such duties and have
such powers and authority as shall be
provided in these Bylaws and as shall be
prescribed from time to time by the Board.
Except as provided in these Bylaws, or by
law, or otherwise by the Board, the Manager
shall supervise the business and affairs of
the District and all employees of the
ARTICLE VIII. CONTRACTS,
CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board may
authorize any officer or officers, manager
agent or agents of the District, in addition
to the officers so authorized by these
Bylaws, to enter into any contract or execute
and deliver any instrument in the name of and
on behalf of the District, and such authority
may be general or confined to specific
Section 2. Checks, Other Instruments.
All checks, drafts, or orders for the payment
of money, notes or other evidences of
indebtedness issued in the name of the
District, shall be signed by such officer,
officers, manager agent or agents and in such
manner as shall be designated by the Board
from time to time. In the absence of such
designation, such instruments shall be signed
by the President, Vice-President and/or the
Secretary of the District.
Section 3. Deposits. All funds of
the District shall be deposited from time to
time to the credit of the District in such
banks, trust companies or other depositories
as the Board may select. Where required by
law, as with payments for bonded or
contractual indebtedness, deposits shall be
made to designated accounts.
ARTICLE IX. BOOKS AND
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 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
ARTICLE X. FISCAL
The fiscal year of the District shall be from
October 1st to September 30th.
ARTICLE XI. DISTRICT
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 XII. AMENDMENT TO
These Bylaws may be amended, or repealed and
new Bylaws adopted, by a majority of the
Board at any regular annual meeting thereof,
or at any duly noticed and constituted
IN WITNESS WHEREOF, the undersigned hereby
certify that these Bylaws of the Talent
Irrigation District were adopted at a duly
constituted meeting of the Board of Directors
Tuesday, March 5, 2002.
President, James C. Miller
Vice-President, Ronald V. Meyer
Director, Brian D. Stringer
Constituting the Board of Directors of the
Talent Irrigation District
ATTEST: Secretary/Manager, Jim Pendleton
APPROVED AS TO FORM: Attorney for District,