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<br />Section 6 Duties of Board of Directors <br />a. The board of directors shall have power to appoint and remove at pleasure all <br />employees and agents of the company, prescribe their duties and fix their compensation, <br />b. The board of directors shall have power to make rules and regulations not <br />inconsistent with the laws of the State of Colorado, the Articles ofIncorporation or the <br />By-laws of this company for the guidance of the officers in the management of the affairs <br />of this company. <br />c, The board of directors shall, when an assessment upon the stock seems <br />desirable, submit the question for determination to the stockholders at an annual meeting / <br />or at a special meeting called for that purpose prior to the first day of April; and if a <br />majority of the stock issued and outstanding represented either by the owners in person or <br />hy proxy shall vote in favor of making sllch assessment, then the directors may levy and <br />collect such assessments; but in case the stockholders tail to hold any such meeting Of fail <br />to make or authorize any such assessment by the first of April in any year, then the <br />directors shall have power to make such assessment at any regular or special meeting <br />called therefore for such year. All assessments made shall be due and payable at a time <br />definite and certain to be fixed by the board of directors, <br />d, The directors shall have authority to forfeit and sell the stock of any delinquent <br />stockholder, or so much thereof as may be necessary to satisfy the unpaid assessments, in <br />the manner and form as follows, to-wit: <br />Notice of all assessments against stock shall be given to the owners of the stock by <br />regular mail addressed to the stockholders last known address. If payment of assessment <br />remains unpaid on October 15th of current year, notice will be sent by Certified Mail to <br />the delinquent stockholders last known address, notifying them that if payment is not <br />received by December 1st of the current year the Secretary-Treasurer will offer said stock <br />for sale to the landowners served by the Lorna Ditch & Lateral Co" Inc., that presents the <br />highest and best bid. This sale will be conducted at the annual meeting of said corporation <br />which is held on the third Saturday in February at 2:30 p.m. each year. The Loma Ditch & <br />Lateral Co., Inc., shall also be entitled to bid or buy in said stock; and that all amounts <br />owing by the stockholder shall be taken as the sum owing by the stockholder, and the <br />amount paid for said stock shall be applied as a credit thereon and the stockholder shall <br />remain liable for any balance, The stock owned by said stockholder shall, upon such <br />proceeding, be cancelled; and if said stock is purchased by the corporation, it shall be <br />noted in the corporate books as treasury stock; and if purchased by any other person, it <br />shall be re-issued in the place and stead of the cancelled stock. If the corporation should <br />sell the said stock for more than the total amount due thereon as assessments, the surplus <br />shall be mailed to the stockholder at his last known address. All assessments made by the <br />corporation on stock shall constitute a first and perpetual lien upon the said stock and the <br />water rights represented by the same until said assessments are fully paid, <br />e. The board of directors shall incur such indebtedness, as they may deem <br />necessary for carrying out the objects and purposes of the company, and may authorize <br />the president and secretary-treasurer to execute the corporations promissory note in that <br />behalf <br /> <br />-4- <br />