Section 32-4-405 - Board of directors(1) All powers, privileges, and duties vested in or imposed upon any district incorporated under this part 4 shall be exercised and performed by and through a board of directors; but the exercise of any executive, administrative, and ministerial powers may be by said board of directors delegated and redelegated to any of the offices created or by the board of directors acting under this part 4.(2) The board of directors shall consist of one member from each municipality which is within the boundaries of the district for each twenty-five thousand of population in the municipality, plus one member for each additional twenty-five thousand of population, or fraction thereof, from any municipality or unincorporated territory, which population shall be based upon the latest census. A board member from a municipality shall be appointed by the governing body of the municipality. A board member from unincorporated territory shall be appointed by the board of county commissioners of the county in which the unincorporated territory is located, but not more than one board member shall be appointed for each twenty-five thousand or fraction thereof of population within the unincorporated territory within the district in any one county. Board members shall be eligible electors residing within the district and within the municipality or unincorporated territory from which they are appointed.(3) The term of each member shall be two years, except that the terms of the members of the first board of directors shall be adjusted so that the terms of one-half the members shall expire one year after their appointment. At the first meeting of the board of directors of a newly formed district, the directors shall determine by lot which shall serve for one year terms and which shall serve for two year terms. At the expiration of a director's term a new appointment shall be made by the appropriate governing body and any member may be appointed to succeed himself.(4) A change of residence of a member of the board of directors to a place outside the area which the member represents shall automatically create a vacancy on the board of directors as to that area. Vacancies which may occur on the board of directors through death or resignation of one of the members or for any other reason shall be filled in the same manner as original members.(4.5) Each member of the board may receive as compensation for his services a sum not to exceed nine hundred sixty dollars per annum, payable at a rate not to exceed thirty-five dollars per meeting.(5) The board of directors has the following powers:(a) To fix the time and place at which its regular meetings shall be held; to provide for the calling and holding of special meetings; and to organize, adopt bylaws and rules for procedure, and select a chairman and pro tem chairman. Notice of the time and place designated for all regular meetings shall be posted in at least three public places within the limits of the district, and, in addition, one such notice shall be posted in the county courthouse in the county or counties in which the district is located. Such notices shall remain posted and shall be changed in the event that the time or place of such regular meetings is changed. Special meetings may be called by any officer or member of the board by informing the other members of the date, time, and place of such special meeting, and the purpose for which it is called, and by posting as provided in this section at least three days previous to said meeting. All business of the board shall be conducted only during said regular or special meetings, and all said meetings shall be open to the public. All special and regular meetings of the board shall be held at locations which are within the boundaries of the district or which are within the boundaries of any county in which the district is located, in whole or in part, or in any county so long as the meeting location does not exceed twenty miles from the district boundaries. The provisions of this paragraph (a) governing the location of meetings may be waived only if the following criteria are met: (I) The proposed change of location of a meeting of the board appears on the agenda of a regular or special meeting of the board; and(II) A resolution is adopted by the board stating the reason for which a meeting of the board is to be held in a location other than under the provisions of this paragraph (a) and further stating the date, time, and place of such meeting.(b) To make and pass resolutions and orders not repugnant to the constitution of the United States or of the state of Colorado, or to the provisions of this part 4, necessary for the government and management of the affairs of the district for the execution of the powers vested in the district and for carrying into effect the provisions of this part 4. On all resolutions the roll shall be called and the ayes and noes recorded. Resolutions and orders may be adopted by viva voce vote but on demand of any member the roll shall be called. No resolution shall be adopted unless it has been introduced and discussed at a meeting previous to the time of such adoption.(c) All resolutions, as soon as may be after their passage, shall be recorded in a book kept for that purpose and be authenticated by the signature of the presiding officer of the board of directors and the clerk. All resolutions shall be published in the official newspaper within ten days of date of passage and adoption and shall become effective upon the date of publication.(d) No business shall be transacted unless a quorum of two-thirds of the total membership of a board of directors is present at a regular or special meeting; except that concerning all questions involving inclusion or exclusion of territories, or authorizing any expenditures in excess of ten thousand dollars, a majority vote of the entire membership shall be required.(e) To fix the location of the principal place of business of the district and the location of all offices and departments maintained under this part 4;(f) To prescribe by resolution a system of business administration and to create all necessary offices, and to establish and reestablish the powers and duties and compensation of all officers and employees and to require and fix the amount of all official bonds necessary for the protection of the funds and property of the district;(g) To delegate and redelegate, by resolution, to officers of the district, power to employ clerical, legal, and engineering assistance and labor, and under such conditions and restrictions as shall be fixed by the directors, power to bind the district by contract;(h) To prescribe a method of auditing and allowing or rejecting claims and demands and a method for the letting of contracts on a fair and competitive basis for the construction of works, structures, or equipment, or the performance or furnishing of labor, materials, or supplies as required for the carrying out of any of the purposes of this part 4; but in cases where the amount involved is ten thousand dollars or more, the board of directors shall provide for the letting of contract to the lowest responsible bidder, after publication in the official newspaper of notices inviting bids, subject to the right of said board to reject any and all proposals;(i) To constitute and appoint an official newspaper to be used for the official publications of the district, but nothing in this part 4 shall prevent the board from directing publication in additional newspapers where public necessity may so require.(6) Whenever the board of directors of the district is required by the provisions of this part 4 to determine the validity of a petition for inclusion and exclusion, the determination of such board shall be final and conclusive.L. 55: p. 582, § 5. CRS 53: § 89-13-5. L. 61: p. 518, § 5. L. 63: p. 690, § 5. C.R.S. 1963: § 89-13-5. L. 70: p. 279, § 73. L. 77: (4.5) added, p. 1502, § 50, effective July 15. L. 90: (5)(a) amended, p. 1497, § 5, effective July 1. L. 92: (2) and (4) amended, p. 891, § 131, effective 1/1/1993.