BANCROFT 
 LIBRARY 
 
 THE LIBRARY 
 
 OF 
 
 THE UNIVERSITY 
 
 OF CALIFORNIA 
 
ARO^ICLKS 
 
 OF 
 
 . INCORPORATION 
 
 -AND- 
 
 BY-LAWS 
 
 -OF THE- 
 
 OISE LAND AND WATER COMPANY, 
 
 (limited). 
 
 BOISE, IDAHO : 
 
 1 ll!i Cf)MMONWEALTH PUB. CO., (lTD). 
 
 1892. - 
 
7-*»-^Jr^ 
 
 ARTICLES OF INCORPORATION 
 
 BY-LAWS 
 
 BOISE LARD AND WATER COMPANY, Limited. 
 
 Knozv all men by these presents: 
 
 That we, the undersigned, have this 
 day voluntarily associated ourselves 
 together for the purpose of forming a 
 corporation, under the laws of the 
 State of Idaho. 
 
 And we hereby certify: 
 
 First. That the name of said cor- 
 poration is the Boise Land and Water 
 Company, Limited. 
 
 Second. That the purposes for 
 which it is formed are to acquire, own, 
 improve and sell real estate, ditches 
 and water rights; operate ditches, sell 
 and lease ditches, water rights and 
 water, for irrigating and manufacturing ^t/f 
 
purposes, and to do all things incident 
 to owning and operating a general 
 system of irrigation. 
 
 Third. That the place where its 
 principal business is to be transacted 
 shall be Boise City, Ada County, State 
 of Idaho. 
 
 Fourth. That the term for which it 
 is to exist is Miy (50) years from and 
 after the date of its incorporation. 
 
 Fifth. That the number of its 
 Directors shall be five (5), and that 
 the names and residences of those 
 who are appointed for the first year 
 are : 
 
 JUDSON SpOFFORD, 
 
 Boise City, Idaho. 
 W. P. Hard, 
 
 Boi^e City, Idaho. 
 Geo. H. Stewart, 
 
 Boise City, Idaho. 
 D. W. Ross, 
 
 Boise City, Idaho. 
 A. J. Wiley, 
 
 Boise City, Idaho. 
 Sixth. That the amount of the 
 capital stock of this corporation shall 
 
3 
 
 be Fifty Thousand Dollars ($50,000), 
 divided into five hundred (500} shares, 
 of the par value of One Hundred (lOO) 
 Dollars each. 
 
 Seventh. That the amount of said 
 capital stock, which has been actually 
 subscribed, is Thirty Thousand Seven 
 Hundred (30,700) Dollars, and the 
 following are the names of the persons 
 by whom the same has been sub- 
 scribed, to-wit : 
 
 D. W. Ross, 6"] shares, $ 6,700. 
 
 Judson Spofford, 6"^ shares, 6,800. 
 A. J. Wiley, 6Z shares, 6,800. 
 
 W. P. Hard, 103 shares, 10,300. 
 
 Geo. H. Stewart, i share, 100. 
 
 In Witness Whereof, we have 
 hereunto set our hands and seals this 
 loth day of August, One Thousand 
 Eight Hundred and Ninety-two. 
 
 D. W. Ross. [SEAL.] 
 
 Judson Spofford. [seal.] 
 
 W. P. Hard. [seal.] 
 
 A. J. Wiley. [seal.] 
 
 George H. Stewart, [seal.] 
 
4 
 
 Witness to the signature of D. W. 
 Ross — 
 
 Walter N. Granger. 
 
 Witness to all other signatures — 
 
 John W. Daniels. 
 State of Washington, } 
 
 County of Yakima. \ 
 
 On this 15th day of August, in the 
 year A. D., 1892, before me, R. B. Mil- 
 roy, a Notary Public in and for said 
 County and State, residing therein, 
 duly commissioned and sworn, person- 
 ally appeared D. W. Ross, known to 
 me to be the person whose rame is 
 subscribed to the within instrument, 
 and he duly acknowledg-ed to me that 
 he executed the same. 
 
 In Witness Whereof, I have here- 
 unto set my hand and affixed my of- 
 ficial seal, the day and year last above 
 written. 
 
 R. B. Milroy, 
 
 • SEAl| Notary Public for Wash- 
 
 ■ --^^ ' ington, residing at North 
 
 Yakima, Washington. 
 
5 
 
 State of Idaho, ( 
 County of Ada, \ 
 
 On this 3d day of August, in the 
 > ear A. D., 1892, before me, John W. 
 Daniels, a Notary Pubh'c in and for said 
 County, residing therein, duly commis- 
 sioned and sworn, perronally appeared 
 Judson Spofford, W. P. Hard, Geo. H. 
 Stewart and A. J. Wiley, known to me 
 to be the persons whose nam-^s are sub- 
 scribed to the within instrument, and 
 they each duly acknowledged to mf 
 that they executed the same. 
 
 In Witness Whereof, I have here- 
 unto set my hand and affixed my offi- 
 cial seal the day and year last above 
 written. 
 
 _ John W. Daniels, 
 
 JSEAl| Notary Public. 
 
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BY-LAWS. 
 Article I. — Officers. 
 
 The officers of this company shall 
 consist of a President, Vice-President, 
 Treasurer and Secretary, who shall be 
 chosen from the Directors, and serve 
 for one year. 
 
 Article II. — Directors. 
 
 Section i. A Board of Directors 
 shall be elected at the annual meeting 
 of the Stockholders. The Directors- 
 elect shall serve for one year and until 
 ther successors are elected and quali- 
 fied. 
 
 Sec. 2. No Stockholder shall be 
 eligible for election as, or continue to 
 be, a member of the Board of Directors, 
 unless he is a bona fide holder of at 
 least one share of the capital stock of 
 the company at the time of his election. 
 
8 
 Article III. — Duties of Officer's. 
 
 PRESIDENT. 
 
 Section i. The President shall pre- 
 side at all meetings of the Directors or 
 Stockholders. He shall sign as Presi- 
 dent all certificates of stock and all 
 contracts and other instruments in 
 writing which shall be approved or 
 ordered by the Board o{ Directors. 
 He shall call the Directors together 
 whenever he deems it necessary, and 
 he shall have, subject to the advice 
 and control of the Directors, the gen- 
 eral superintendence of the affairs of 
 the company. In the absence of the 
 President the Vice-Piesident shall per- 
 form his duties. 
 
 TREASURER. 
 
 Sec. 2. It shall be the duty of the 
 Treasurer to keep safely all moneys 
 belonging to the company and dis- 
 burse the same under the direction of 
 the Board of Directors on warrants 
 signed by the President and Secre- 
 tary. At each annual meeting of the 
 Stockholders he shall submit a full 
 
and complete statement of the ac- 
 counts of the company for the past 
 year, with the proper vouchers for 
 their information. He shall discharge 
 such other duties pertaining to his 
 office as shall be prescribed by the 
 Board of Directors. 
 
 SECRETARY. 
 
 Sec. 3. It shall be the Secretary's 
 duty to keep a record of the meetings 
 of the Board of Directors and of the 
 Stockholders. He shall keep the book 
 of blank certificates of stock, fill up the 
 certificates issued and make the corre- 
 sponding entries on the stub of each 
 certificate. He shall keep a proper 
 transfer book and a stock ledger in 
 debit and credit form, showing the 
 number of shares issued to and trans- 
 ferred by any Stockholder, and the 
 dates of such issuance and transfer. 
 He shall countersign all stock certifi- 
 cates and checks issued, and discharge 
 such other duties as pertain to his 
 office and are prescribed by the Board 
 of Directors. 
 
!0 
 
 Sec. 4. No contract by any officer 
 of the company shall be valid without 
 the previous authorization or subse- 
 quent ratification of the Board of 
 Directors. 
 
 Article IV. — Powers of Directors 
 
 Section i. The Board of Directors 
 shall have power, (i). To call meet- 
 ings of the Stockholders when they 
 deem it necessary, giving not less 
 than ten days' notice thereof, and they 
 shall call meetings of Stockholders 
 at any time upon a written request for 
 that purpose, of persons representing 
 one-fourth of all the capital stock. 
 (2). To declare dividends out of the 
 surplus profits whenever they shall 
 deem it expedient. (3). To incur 
 such indebtedness as they may deem 
 necessary: and to authorize the execu- 
 tion by the President and Secretary of 
 any note for such indebtedness and 
 mortgage to secure the same. (4). To 
 elect an And ting Co:ti n-ttc-o of three 
 me.n'jer-. ;\' >,-) ^hill be cli^scn frDm 
 the r own members or other stock- 
 
1 1 
 
 holders. The Auditing Committee 
 shall audit all accounts of the officers 
 of the company. They shall meet at 
 the call of their chairman, to be elected 
 by their own body, and keep minutes 
 of all business transacted by them on 
 the record book of the company. (5). 
 To appoint all officers (not otherwise 
 provided for) that may be necessary 
 and remove them at pleasure. (6). 
 To regulate from time to time the 
 rate to be charged tor water for all 
 purposes. 
 
 Sec. 2. Certificates of stock 
 shall be of such form and device 
 as the Board of Directors shall 
 direct, and such certificates shall be 
 signed by the President and Secretary, 
 and express on its face their number, 
 date of issuance, number of shares for 
 which, and the persons to whom issued. 
 Several certificates may be issued to 
 the same person or persons: Provided, 
 That in the aggregate they do not 
 exceed the number of shares belong-' 
 ing to such person or persons. The 
 certificate book shall contain a marg^in 
 
12 
 
 on which shall be entered the number, 
 date, number of shares and the name 
 or names of the person or persons 
 expressed in the corresponding cer- 
 tificates. 
 
 Sec. 3. Shares of the company- 
 may be transferred at any time by the 
 holders there >f, or by attorney legally 
 constituted, or by legal representative, 
 but no :ransfer shall be valid except 
 between the parties thereto, until en- 
 tered in the proper form on the books 
 of the company. The surrendered cer- 
 tificates shall be cancelled before a 
 new certificate shall be issued in lieu 
 thereof The receiver of the new 
 certificate shall be required to signify 
 his assent to the By-Laws of the com- 
 pany; and no transfer of any share of 
 stock shall be valid upon which any 
 assessments are due and unpaid or to 
 the holder of which is indebted to the 
 company on any account whatever, 
 without the consent of the Board of 
 Directors. 
 
 Sec. 4. The books and papers 
 in the office of the Secretary and 
 
13 
 
 Treasurer shall at all times during 
 business hours be open to the inspec- 
 tion of the Board of Directors and of 
 any Stockholder. 
 
 Article V. — Compensation of Of- 
 ficers. 
 
 Section i. The members of the 
 Board of Directors shall receive no 
 compensation for their services as 
 such, nor shall the company be held 
 liable for any services rendered by 
 them except it is so expressly pro- 
 vided, but members of the Board may 
 be allowed their reasonable traveling" 
 expenses when actually engaged in 
 the business of the company, to be 
 audited and allowed as in other cases 
 of demand against the company. The 
 President and Secretary may be paid 
 such sums as are actually expended 
 for traveling on the company's busi- 
 ness when ordered by the Board of 
 Directors. 
 
 Article VI. — Meetings. 
 Section i. The regular annual 
 meetine: of the Stockholders shall be 
 
14 
 
 held on the first Monday of January 
 of each year at such place in Boise 
 City as the Board of Directors shall 
 designate. A representation of a ma- 
 jority of the subscribed capital stock 
 entered on the stock journal of the. 
 company, to the members of the com- 
 pany, shall be necessary for the trans- 
 action of the business of all meetings 
 of Stockh'^lders. At such meetings 
 a representation by proxy shall be 
 allowed, such proxy to be in writing, 
 duly signed and filed with the Secre- 
 tary of the company. 
 
 Sec. 2. All meetings of Stockhold- 
 ers shall be called by a notice pub- 
 lished at least three times a week for 
 two weeks in a daily newspaper in the 
 city of Boise and county of Ada, or by 
 written notice, due acceptance of 
 which must be filed with the secretary. 
 
 Sec. 3. The Board of Directors 
 shall meet as often as is necessary for 
 the transaction of the company's busi- 
 ness, at such time and place as may be 
 designated by the President. When- 
 ever requested to do so by three of 
 
15 
 
 the Board of Directors, the President 
 shrill call a meeting of the Board of 
 Directors. 
 
 Article VII. — Amendments 
 
 Section i. These By-Laws may 
 be amended at any annual meeting 
 of the company or at any special 
 meeting called for that purpose or by 
 the Board of Directors by an affirma- 
 tive vote of three Directors on the 
 proposed amendment. 
 
 Sec. 2. These By-Laws shall al- 
 ways remain in possession of the Sec- 
 retary of the company. 
 
 We, the undersigned Directors of the 
 Boise Land and Water Company, here- 
 by certify that the foregoing By-Laws, 
 consisting of seven articles, have been 
 adopted as the By-Laws of said corpo- 
 ration. 
 
 Witness our hands this 3d day of 
 September, 1892. 
 
 JUDSON SPOFFORD, 
 
 W. P. HARD, 
 
 GEO. H. STEWART, 
 
 DR. W. ROSS, 
 
 A. J. WILEY. 
 
17 
 
 PROSPECTUS 
 
 OFTHE 
 
 DIXIE CANAL, 
 
 OWNED BY THE 
 
 BOISE LAND AND WATER COMPANY, Limitsil. 
 
 The main canal is fifteen miles long, 
 with about thirty miles of laterals. 
 
 The canal is taken out of the Boise 
 river at a point about one and a half 
 miles below the city of Caldwell, Idaho. 
 In a short distance from the headgate 
 the canal connects with, and runs for 
 five miles in the channel of Dixie 
 creek, at which point it is again taken 
 into a constructed canal and three 
 miles further on reaches the land to be 
 irrigated. 
 
 There is no heavy rock work to be 
 
i8 
 
 done, and no difficult side hill work to 
 maintain. 
 
 There are 12,000 acres of land that 
 can be irrigated by this canal, and only 
 by this canal. 
 
 The land is of excellent quality for 
 general farming and fruit growing pur- 
 poses. 
 
 There is an excellent mill site about 
 the center of the tract, with water 
 power. The water after being used for 
 the mill can be again used for irrigation 
 purposes. 
 
 Much of the land will doubtless fall 
 into the hands of the company by pur- 
 chase and in payment for water rights. 
 This land, with a water right, is w^orth, 
 at a low estimate, twenty-five dollars 
 per acre, but it is being secured by the 
 company at a much less price. 
 
 The centre of the tract of land to be 
 irrigated by this canal is only two miles 
 from Parma station, on the Union 
 Pacific R. R., while a survey of thr 
 North and South railroad runs directl} 
 through the tract. Thus it will he seei, 
 at a glance that the shipping facilitic:^ 
 
19 
 
 are first class, while the land is as pro- 
 ductive as any in the United States, 
 and has a climate that, for healthfulness 
 and productiveness, cannot be surpassed 
 anywhere. Such fruits as apples, 
 peaches, pears, prunes, plums, apricots, 
 and all the small fruits grow in great 
 abun.dance, and of the finest flavor. All 
 kinds of grain grow to perfection. 
 Wheat averaging from thirty to forl}^ 
 bushels to the acre. Oats from fifty to 
 seventy-five bushels to the acre. Bar- 
 ley from sixty to one hundred bushel:', 
 to the acre. From an apple orchard of 
 four acres in th;s valley there was sold 
 last fall two thousand nine hundred 
 dollars worth of apples, a net income 
 of five hundred dollars per acre. 
 
 The construction of the canal and 
 putting the water on the land will cost 
 the company not to exceed three dol- 
 lars and fifty cents per acre. The per- 
 petual water rights will sell for not less 
 than ten dollars per acre and a small 
 annual payment per acre for the main- 
 tainance of the canal. 
 
 Ab(nU six miles of the canal and the 
 
20 
 
 headgates is now completed, and the 
 entire canal will be completed and in 
 running order by the first of November 
 1892. 
 
 No lands are so valuable for general 
 farming purposes as irrigated lands. 
 On them there is no such thing known 
 as a failure of crops. Thi soil is nat- 
 urally produciive and the farmer does 
 not have to deal with the uncertainty 
 of drouth and flood. He has the matter 
 entirely in his own hands. Through 
 the growing season he is sure of bright 
 sunny weather and when he thinks his 
 crops need a show he presses the but- 
 ton and the canals do the rest. 
 
 Appended hereto is an opinion of 
 Mr. A. D. Foote, on the canal. It is 
 hardly necessary to say that Mr. Foote 
 is an irrigation engineer who stands at 
 the head of the profession in America, 
 and we consider him capable of judging 
 of the merits of irrigating enterprises. 
 Respectfully Submitted, 
 
 JUDSON SPOFFORD, 
 GEO. H. STEWART, ^ President. 
 Secretary. 
 
21 
 
 Boise, Idaho, Aug. 22, 1892. 
 JUDSON Spofford, Esq., 
 
 Boise City, Idaho. 
 
 Dear Sir: — Your favor of the 19th 
 inst. requesting my opinion in regard 
 to the feasibility of the Dixie canal 
 enterprise is at hand. 
 
 I have had occasion to pass over 
 and examine the scheme many times 
 with interest, as at one time I in- 
 tended taking hold of it myself. There 
 can be no question as to the feasibility 
 of the enterprise. 
 
 The water supply is ample and will 
 increase rather than diminish, as the 
 line of the canal is so located as to 
 collect, if desirable, a vast amount of 
 drainage from lands to be irrigated by 
 canals already built above. When 
 once properly constructed the expense 
 of maintenance of the canal will be 
 very small, as there are only some 
 three miles of the line in side hill, the 
 remainder being in level ground where 
 maintenance costs are nominal. 
 
 The cost of construction, including 
 water rights and rights of way and the 
 
22 
 
 work already done, is far below the 
 average for similar enterprises in this 
 country. Your engineer, Mr. Wiley, 
 has had a large experience in the con- 
 struction of canals in this vicinity and 
 you may rest assured that his esti- 
 mates of cost are very correct. 
 
 In the mater of land covered by the 
 canal there are many favorable condi- 
 tions. Very little below Dixie slough 
 need be considered as waste land. It 
 lies in a compact body and has suffi- 
 cient slope to insure good drainage. 
 This question of drainage is often over- 
 looked, but for irrigated land, drainage 
 is of equal importance with the water 
 supply. The quality of the soil is most 
 excellent. In fact I think there can 
 be found no better soil for general ag- 
 riculture and fruit than that gently 
 sloping plain noted on your map as be- 
 ing from fifteen to thirty feet above 
 the river. 
 
 As to locality your map shows that 
 it is a very short distance to the Ore- 
 gon Short Line Railroad. A bridge is 
 necessary of course, but already a pc- 
 
23 
 
 tition is in the hands of the county 
 commissioners for that. The town of 
 Caldwell, about twelve miles eastward, 
 is at present the supply town for that 
 vicinity and its merchants carry not- 
 ably large stocks of goods. 
 
 Wheat, Hay, Hops and fruit will 
 probably be the principle productions 
 of this land. I put wheat first in the 
 list because the Portland wheat market 
 is so easily reached. On irrigated land 
 in this vicinity fifty bushels of wheat 
 per acre is a common experience and 
 the price of wheat in Portland is about 
 ten cents a bushel below the Chicago 
 market. The vast summer pasture of 
 the Owyhee range will always insure a 
 fair price for hay for winter feeding in 
 this vicinity. 
 
 Of fruit it is hardly necessary to 
 speak. Prunes grown in this vicinity 
 and dried in the open air equal any pro- 
 duced in Europe. All fruits adapted 
 to a temperate climate are produced 
 without any special care. 
 
 With ample water supply, good drain- 
 age, substantial though not costly irriga- 
 
24 
 
 tion works, productive lands so situated 
 as to have a ready market for theii" 
 products, and a temperate climate, it 
 appears to me that you have good rea- 
 sons for anticipating a good profit on 
 your investment. 
 
 Very Truly Yours, etc., 
 ARTHUR D. FOOTE, 
 
 M. Am. Soc. C. E. 
 M. Am. Soc. Irrigation Engineers.