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the same; to improve, manage, operate, sell, mortgage, lease or otherwise acquire or dispose of any property, real or personal, and take mortgages and assignments of mortgages upon the same; (h) To engage in all lawful business; and (i) To have, enjoy, and exercise all of the rights, powers, and privileges conferred upon corporations incorporated pursuant to Colorado law, whether now or hereafter in effect, and whether or not herein specifically mentioned. 4.2. The foregoing enumeration of purposes and powers shall not limit or restrict in any manner the transaction of other business, the pursuit of other purposes, or the exercise of other and further rights and powers that may now or hereafter be permitted or provided by law. ARTICLE V No PREEMPTIVE RIGHTS Shareholders shall not have preemptive right to purchase shares of the Corporation that may from time to time be issued. ARTICLE VI QUORUM FOR SHAREHOLDERS' MEETINGS A majority of the outstanding shares shall constitute a quorum at any meeting of shareholders. ARTICLE VII BOARD OF DIRECTORS 7.1. The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a board of directors. The number of directors shall be fixed and may be altered from time to time in the manner provided in the bylaws of the Corporation, but no decrease shall have the effect of shortening the term of any incumbent director. 7.2. The directors shall be elected at each annual meeting of the shareholders, provided that vacancies may be filled by election by the remaining directors, though less than a quorum, or by the shareholders. Despite the expiration of his or her term, a director continues to serve until his or her successor is elected and qualifies. ' ARTICLE VIII No CUMULATIVE VOTING Cumulative voting shall not be permitted in the election of directors. . ARTICLE IX ASSESSMENTS 9.1. 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. qnz071700.wpd 3