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ARTICLE 8. No CtI.\ JL! LA TJ"E VOTl:'l'G Cumulative voting shall not be pennitted in the election of directors. ARTICLE 9. ASSESSMENTS a.. If the Corporation deems it necessary to raise funds to keep its ditches, canals, or reservoirs in good repair or to pay any indebtedness theretofore contracted or the interest thereon, the Corporation shall have power to make an assessment on the common stock. to be levied pro rata on the shares of common stock payable in money, labor, or both, for the purpose of keeping the property of the Corporation in good repair and for the payment of any indebtedness or interest thereon. b.. But no such assessment shall be made unless the question of making the assessment is first submitted to the shareholders of the Corporation at an annual meeting or at a special meeting called for that purpose, if a quorum is present. and the majority of stock represented at such meeting, either by the owner in person or by proxy, entitled to vote thereon shall vote in favor of making such assessment; and if said shareholders fail to hold any such meeting or fail to make or authorize any assessment within ninety days after the close of the company's fiscal year, the directors shall have power to make any such assessment at any regular or special meeting called therefor for that year. c.. The shares of stock shall be deemed personal property and transferable as such in the manner provided by law, and subscriptions thereofshall be made payable to the Corporation and shall be payable in such installments and at such times as shall be detennined by the directors or trustees. An action may be maintained in the name of the Corporation to recover any installment which shall remain due and unpaid for the period of twenty days after personal demand therefor or, if personal demand is not made, within thirty days after a written or printed demand has been deposited in the post office properly addressed to the post office address of the delinquent shareholder. Stock shall be forfeited to the Corporation on failure to pay the installments or assessments that from time to time may become due, but no forfeiture of stock shall be declared as against any estate or against any shareholder before demand has been made for the amount due thereon either in person or by written or printed notice duly mailed to the last known address of such shareholder at least thirty days prior to the time the forfeiture is to take effect. d.. The Corporation shall have the benefit of Section 9.3 forthe recovery of such assessments by forfeiture or sale of the stock in default. and the Corporation shall have a perpetual lien upon such shares of stock and the water rights represented by the same for any and all such assessments until the same are fully paid. No water shall be delivered until all assessments are paid. ARTICLE 10. LIMITATION ON DIRECTOR LIABILITY A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise existing for (i) any breach of the director's duty ofloyalty to the Corporation orto its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of Jaw: (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability ofa director. then, in addition to the elimination and ~imitation of liability provided by the preceding sentence. the liability of each director shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act as so amended. Any repeal or modification of this Article IX, X shall not adversely affect any right or protection of a director of the Corporation under this Article IX. X, as in effect immediately prior to such repeal or modification. with respect to any liability that would have accrued, but for this Article IX. X, prior to such repeal or modification.