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<br />9.2. But no such assessment shall be made unless the question of making the assessment is first <br />submitted to the shareholders of the Corporation at an annual meeting or at a special meeting called for that <br />purpose, if a quorum is present, and the majority of stock represented at such meeting, either by the owner <br />in person or by proxy, entitled to vote thereon shall vote in favor of making such assessment; and if said <br />shareholders fail to hold any such meeting or fail to make or authorize any assessment within ninety days <br />after the close of the company's fiscal year, the directors shall have power to make any such assessment at <br />any regular or special meeting called therefor for that year. <br /> <br />9.3. The shares of stock shall be deemed personal property and transferable as such in the manner <br />provided by law, and subscriptions thereof shall be made payable to the Corporation and shall be payable <br />in such installments and at such times as shall be detennined by the directors or trustees. An action may be <br />maintained in the name of the Corporation to recover any installment which shall remain due and unpaid for <br />the period of twenty days after personal demand therefor or, if personal demand is not made, within thirty <br />days after a written or printed demand has been deposited in the post office properly addressed to the post <br />office address of the delinquent shareholder. Stock shall be forfeited to the Corporation on failure to pay the <br />installments or assessments that from time to time may become due, but no forfeiture of stock shall be <br />declared as against any estate or against any shareholder before demand has been made for the amount due <br />thereon either in person or by written or printed notice duly mailed to the last known address of such <br />shareholder at least thirty days prior to the time the forfeiture is to take effect. <br /> <br />9.4. The Corporation shall have the benefit of Section 9.3 for the recovery of such assessments <br />by forfeiture or sale of the stock in default, and the Corporation shall have a perpetualljen upon such shares <br />of stock and the water rights represented by the same for any and all such assessments until the same are fully <br />paid. No water shall be delivered until all assessments are paid. <br /> <br />ARTICLE X <br />LIMITATION ON DIRECTOR LIABILITY <br /> <br />A director of the Corporation shall not be personally liable to the Corporation or to its shareholders <br />for monetary damages for breach offiduciary duty as a director; except that this provision shall not eliminate <br />or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise <br />existing for (i) any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) acts <br />or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; <br />(iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction <br />from which the director directly or indirectly derived any improper personal benefit. If the Colorado <br />Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, <br />in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of <br />each director shall be eliminated or limited to the fullest extent permitted by the Colorado Business <br />Corporation Act as so amended. Any repeal or modification ofthis Article X shall not adversely affect any <br />right or protection of a director of the Corporation under this Article X, as in effect immediately prior to such <br />repeal or modification, with respect to any liability that would have accrued, but for this Article X, prior to <br />such repeal or modification. <br /> <br />ARTICLE XI <br />INDEMNIFICATION <br /> <br />The Corporation shall indemnify any person, and the estate and personal representative of any such <br />person. against all liability and expense (including attorneys' fees) incurred by reason of the fact that such <br />person is or was a director of the Corporation or, while serving as a director of the Corporation, is or was <br />serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent <br />of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other <br /> <br />qnz071700 wpd <br /> <br />4 <br />