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<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 />I <br /> <br />4~b <br /> <br />the business transacted annually and do and perform other duties and <br />functions that may be required by the Board. The SecretarylTreasurer <br />shall open and maintain a bank account for the Company from which all <br />expenditures of the Company shall be drawn. All checks drawn on the <br />Company account shall bear the signatures of the President, or the Vice <br />President when acting on behalf of the President, and one other Director. <br />6.4. Removal of Officer. The Board, by majority vote, may remove any officer. <br />6.5. Contracts. The Board may authorize any officer or agent of the Company to <br />enter into any contract or execute and deliver any instrument in the name of and <br />on behalf of the Company. <br />6.6. Deposits. All funds of the Company shall be deposited from time to time to the <br />credit of the Company in such banks or other depositories as the Board may <br />select. <br />6.7. Indemnification. The Company shall indemnify and hold harmless the Officers <br />and Directors, jointly and severally, from all expense, loss, damage, or liability <br />resulting from any act or omission; provided, that such act or omission (1) was <br />done- in good faith for the benefit of the Company or upon the advice of legal <br />counsel to the Company and (2) did not constitute gross negligence or willful <br />misconduct. <br />6.8. Satisfaction of Judgments. All judgments against the Company or against a <br />Director or Officer as such must first be satisfied from Company assets before <br />the Director or Officer may be required to satisfy such obligations. <br /> <br />Article VII. Certificates of Membership <br />7.1. Certificates of Membership. The Board shall provide for the issuance of <br />Certificates of Membership in the Company, in the form as determined by the <br />Board. Each Initial Member and each new Member shall be issued a <br />Membership Certificate, upon payment of any required dues and fees. <br />Membership Certificates shall be signed by the President or Vice President and <br />by the Secretary and shall be sealed with the seal of the Company. All <br />Certificates shall include: 1) consecutive numbering, 2) the name of the <br />Company, 3) the name and address of the Member, 4) the date of issue, and 5) <br />the amounts and priorities of Adjudicated Water Rights and Project Water Rights <br />owned by the Member and the Member's Points of Delivery. A Membership book <br />will be kept by the Company containing a copy of all Certificates issued. If any <br />Certificate is lost, mutilated or destroyed, it may be voided and a new certificate <br />issued upon written request of the Member. <br />7.2. Sale of Water Rights. If Adjudicated Water Rights or Project Water Rights <br />conveyed in th~ Ditch for any Member are sold to any other Member or sold <br />outside of the Service Area, the affected Certificates shall be re-issued by the <br />Company to reflect the changes at the request of the seller. <br />7.3. New Water Rights. The Membership may by majority vote grant approval for the <br />Company to convey new Adjudicated Water Rights or Project Water Rights in the <br />Ditch that are acquired by any Member, subject to capacity being available in the <br />Ditch to carry the new water. The affected Certificates shall be re-issued by the <br />Company to reflect the changes. <br />7.4. Addition to Service Area. The Service Area may be expanded by approval of a <br />majority of the Membership to accommodate new lands acquired by any Member <br />that can be served by the Ditch, subject to capacity being available in the Ditch to <br />serve the new lands. The affected Certificates shall be re-issued by the Company <br />to reflect the changes. <br />