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<br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />D. Standards of Conduct. The standards of conduct of <br />officers and directors of the corporation shall be as provided in <br />the Colorado- 'Nonprofi t Corporation Act, as amended. <br /> <br />E. Indemnification. To the extent consistent with the, <br />Colorado Nonprofit Corporation Act, no director of the corporation <br />shall be liable to the corporation or to its members for monetary <br />damages for breach of fiduciary duty as a director. The <br />corporation shall indemnify any person made a party to any <br />proceeding because the person is or, was a director against <br />liability incurred in the proceeding in the manner and to the <br />extent authorized under the C6lorado Nonprofit Corporation Act as <br />amended. <br /> <br />ARTICLE VI I <br />Shares of stock <br /> <br />A. Issuance of Shares. The corporation shall issue <br />shares of stock to the shareholders class of 'members in the manner <br />and subj ect to the rights and limitations more specifically set <br />forth in these Amended Articles of Incorporation and in the bylaws <br />of the corporation. Such shares of stock shall represent an <br />enti tlementto an equitable interest in the water rights of the <br />corporation as specifically defined in the bylaws, and shall be <br />assessable in order to assure repayment of the corporation's debt <br />on such water rights. 'Only the shareholders, by virtue of such <br />shares of stock, shall be entitled to such equitable interest in <br />the' water rights; non"':shareholdersmernbership shall not be so <br />entitled. Upon dissolution of the company, the water rights of the <br />company shall be distributed on the basis of stock ownership. <br />Stock ownership shall not represent any specific equitable <br />ownership in any assets other than the water rights and any storage <br />accounts specifically associated with these water rights, such as <br />Article II storage accounts in John Martin Reservoir under the 1980 <br />operating agreement. All other assets, including facilities, <br />equipment, ditch capacity or reservoir capacity, or accounts <br />associated generally with the plan for augmentation and not with <br />specific water rights' (such as the offset account in John Martin <br />Reservoir), shall be distributed upon dissolution in accordance <br />with a plan of distribution adopted in accordance with the Colorado <br />Nonprofit Corporation Act' or bylaws. The aggregate number of <br />shares which, the corporation shall have' authority to issue is <br />20,000 shares of cornmon stock having.no per value. No shareholder <br />of the corporation shall have preemptive or other right to <br />subscribe for any additional unissued or treasury shares of stock <br />of for other securities of any class, or for rights, warrants or <br />options to purchase stock, or for script, or for securities of any <br />kind convertible into stock purchase warrants or privileges. <br /> <br />6 <br />