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IV. BOARD OF DIRECTORS A. MEMBERSHIP OF THE BOARD Of DIRECTORS. Membership of the Board of Directors shall consist of five persons who shall be stockholders, and who shall have his or her home within a radius of 30 miles from the Town of Wellington and who shall be elected as hereafter provided and hold office until their successors are elected and qualified. This residency requirement has been considered by the entire Board and is adopted because of the desirability of having a Director familiar with the area that the Company serves and residency in the radius aforementioned should assure that the person has an acquaintance or ,....iII become acquainted wilh the area, the geography, the people and the problems of the North Poudre Irrigation Company. B. ELECTION OF THE BOARD OF DIRECTORS. The Directors to fill expiring terms are elected at the annual stockholders' meeting. Terms are for three years except when elected to fill a vacancy. Regular terms for two Directors expire in February of 1972 and in February of 1973. and the term for one Director expires in February of 1974. Each stockholder shall have the right to nominate a member for the Board of Directors, and election shall be by ballot on the nominations except for an e/('clion by unanimous acclamation. The polls shall be open for at least one hour; each stockholder havi~g the right to vote in person or by proxy the number of shar~s owned by him or her, and may vote said number of shares for as many Directors ~s are to be elected, or may accumulate such shares and give to one candidate as many votes as the number of his or her shares multiplied by the number of Directors to be elected, or may distribute his or her votes among as many candidates and in such proportion as he or she may desire. All ballots shall contain the name of the Director or Directors for whom the ballot is cast and clearly set forth the number of votes cast for each Director if the ballot be cast for more than one. The ballot shall be signed by the person casting same. Once a ballot is placed in the ballot box, it shall not be withdrawn. The Credentials Committee shall count and certify the vote. Any ballot not completed and signed as required in these By.Laws shall be invalid and shall not be counted. , The person or persons having the highest number of votes for any vacancy or vacancies, as certified by the Credentials Committee. shall be declared elected to the Board of Directors for the term being filled. Any other matter involving the propriety and the authenticity of a ballot shall be resolved by majority vote of the Credentials Commillee during the count of the ballots and shall be binding on all concerned unless such determination be arbitrary and capricious. C. VACANCIES ON THE BOARD OF DIRECTORS. In the event a va. cancy occurs on the Board of Directors, the r('maining members of the Board shall have the right. at the next regular Board meeting following the creation of such vacancy, to elect from among the !'otockholders of the Company a successor in such oHice, who shall assume and discharge the duties of such oHice until the next ensuing annual stockholder~" meeting. B. PROXIES. Each stockholder shall have the right to appoint, in writing, any person of his or her choice to vote for him or her by proxy. Such proxies must be registered with the Credenlials Commillee prior to the opening of the ballot boxes for election of Directors at the stockholders' meeting. C. DUTIES OF OFFICERS AND COMMITTEES. 1. The President of the Board of Directors, or in his or her absence, the Vice-President, shall preside at all stockholders' meetings; provided. thai if neither is present, the stockholders may elect a chairperson from among their number. 2. The Secretary of the Board of Directors shall act as Secretary of all stockholders' meetings and keep all minutes of such meet. ings; provided, thai when he or she is absent the stockholders may choose a Secretary from among their number for such meeling. 3. The Credenlials Commillee shall register all members attending the stockholders' meeting and shall register all proxies. The Commillee shall determine the number of votes to be cast by each member and proxy holder, and shall be responsible for counting the ballots cast for those nominated to the Board of Directors. D. ORDER OF BUSINESS, The order of business at the stockholders' meeting shall be as follows: 1. Meeting called to order by the Chairperson. 2, Appointment of three stockholders of the Company as aCre. dentials Commillee. 3. Regislralion of proxies with Credentials Commillee. 4. Report of Credentials Commillee. S. Annual report. 6, Nomination of Directors. 7. Opening of polls for election of Directors. 8, Old business. 9. New Business (must include vote on assessment for the follow- ing year). E. FIXING OF.RECORD DATE, For the purpose of determining share- holders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or in order to make a determination of share- holders for any .other proper purpose including their qualifications to serve as director, the stock transfer books shall be closed as of the close of the last business day at least 15 days prior to the meeting, but as near 15 days as possible. Business day means any day other than a national holiday, Saturday and Sunday. 2 3