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<br />t <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />J. 'i 6 <br /> <br />3.4. Informal Action by Members. Any action that may be taken at a meeting of the <br />Members, except election of directors and amendment of bylaws, may be taken <br />without a meeting if a consent in writing, setting forth the action taken, is signed <br />by all of the Members entitled to vote. Informal actions may be made by phone <br />poll with a written record of the results, and such actions are to be ratified at the <br />next meeting of Members. <br />3.5. Quorum. A quorum consists of a majority of the Members of the Company. If a <br />quorum is not present, a majority of Members present may adjourn the meeting <br />to another time without further notice. <br />3.6. Proxies. At any meeting of Members, a Member entitled to vote may vote by <br />proxy executed in writing and dated by the Member. No proxy will be valid for <br />more than eleven months. <br />3.7. Manner of Acting. A majority of votes, either in person or by proxy, shall decide a <br />matter brought to the Members, unless a greater proportion is required by these <br />bylaws. All meetings of the Members are to be managed in a businesslike but <br />informal manner, and Robert's Rules of Order shall apply if needed. <br />3.8. Order of Business. The order of business at the annual Membership meetings <br />will be conducted as follows: roll call, proof of quorum, approval of minutes, <br />nominations for election of Directors, presentation of reports, approval of budget, <br />payment of expenses, unfinished business, new business, election of Directors, <br />and adjournment. <br /> <br />Article IV. Rights and Obligations of Members <br />4.1. Right to Receive Water. A Member of the Company has the right to direct the <br />Company to receive irrigation water, including Adjudicated Water and Project <br />Water, on the Member's behalf and to convey and deliver the water to the <br />Member's Point of Delivery subject to any applicable restrictions. <br />4.2. Regulation of Flows. The Company will regulate flows and deliveries of irrigation <br />water in the Ditch so that the correct amount of water is delivered to each <br />Member based upon priorities of Adjudicated Water and availability of Project <br />Water. <br />4.3. Contributions. Each Member has the right and obligation, through volunteer or <br />in-kind contributions, to help keep the Ditch in good repair in order to benefit all <br />Members and the Company. However, the Company shall have control of all <br />work performed on the Ditch and Members will not be paid for work or other <br />contributions unless approved by the Board. The Board may enter into contracts <br />with Members (including Directors) to perform work for the Company, and may <br />ratify acts performed by a Member as a reimbursable expense. <br />4.4. Compliance.. The Members are obligated to comply with these Bylaws, the <br />Declaration, any other applicable rules and regulations, and to timely pay <br />approved dues and assessments, and act as responsible stewards of the <br />Company and its assets. <br />4.5. Management of Member's Property. The Members are obligated to provide and <br />maintain irrigation water facilities on their own lands, and to manage their own <br />operations in a way that protects and preserves the facilities of the Company and <br />does not create harm or damage to other Members or their property. <br /> <br />Article V. Board of Directors <br />5.1. General Powers. The affairs of the Company will be managed by a Board of <br />Directors ("Board") elected by the Members. <br />5.2. Number, Tenure and Qualifications. The Company will have three Directors, and <br />