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<br />&YLAWS <br />QI: <br />TBl!: RIVERSIDE DITCH AND .an.v.>> EXTENSION COMPANY <br /> <br />ARTICLE I <br />NAME, SEAL AND OFFICES <br /> <br />1. 1 NAME. The nonprofit corporate name of said company shall <br />be The Riverside Ditch and Allen Extension company. <br /> <br />,1.2 SEAL. The seal of this company shall have inscribed <br />thereon the name of the company. <br /> <br />1.3 OFFICES. The princip~l office of said company shall be <br />in the town of Buena Vista, l.n the County of Chaffee, state of <br />colorado. However, said business may be extended into other <br />counties in the state, whenever in the opinion of said Board of <br />Directors it is for the best interests of the company. <br /> <br />ARTICLE II <br /> <br />SHAREHOLDER'S <br /> <br />2.1 ELIGIBILITY OF SHAREHOLDER. The Shareholders of this <br />company are limited to those owning lands along and under the <br />Riverside Ditch and Allen Extension of said ditch hereinbefore <br />referred to, or any enlargement or extension thereof. <br /> <br />2.2 ANNUAL MEETINGS. The annual meeting of the Shareholders <br />shall be held on the first of March in each year for the purpose of <br />electing Directors and for the transaction of such other business <br />as may come before the meeting. If the day fixed for the annual <br />meeting shall be a legal holiday, such meeting shall be held on the <br />next succeeding business day. If the election of Directors shall <br />not be held on the day designated herein for any annual meeting, or <br />at any adjournment thereof, the Board of Directors shall cause the <br />election to be held at a special meeting of the Shareholders as <br />soon thereafter as conveniently may be. Failure to hold the annual <br />meeting at the designated time shall not work a forfeiture or <br />dissolution of the corporation. <br /> <br />2.3 SPECIAL MEETINGS. Special meetings of the Shareholders <br />may be called at any time by the President or by a majority of the <br />Board of Directors. The President or, in his absence, the <br />Vice-President. shall call a special meeting upon the written <br />petition of one-third of the Shareholders of said company. Notice <br />of sa~d meeting shall specify the business to be transacted there , <br />at and shall be called as in 2.5 of the"article provided. <br /> <br />2.4 PLACE OF MEETING. The Board of Directors may designate <br />any place as the place of meeting for any annual meeting or for any <br />special meeting called by the Board of Directors. If no <br />designation is made, or if a special meeting ,be otherwise called, <br />the place of meeting shall be the principal office of the <br />corporation in the State of Colorado. <br /> <br />2.5 NOTICE OF MEETING. writt~n or prin~ed notice stating the <br />place, day and hour of the meetl.ng and, l.n case of a special <br />meeting, the purpose for which the meeting is called, shall be <br />delivered not less than ten (10) nor more than fifty (50) days <br />before the date of the meeting, either personally or by mail by or <br />at the direction of the president. or the Secretary or the ~fficer <br />or persons calling the meeting, to each Shareholder entitled to <br />vot~ at that meeting. If' mailed, such notice shall be deemed <br />dell.vered when deposited in the United states mail addressed to the <br />Sharehol~er at. his address as it appears on the records of the <br />corporatl.on, wl.th postage thereon prepaid. <br /> <br />2.6 MEETING OF ALL SHAREHOLDERS. If all of the shareholders <br />shall meet at any time and place, either within or without the <br />State of Colorado and consent to the hol~ing of a meeting, such <br />meeting shall be valid without call or notl.ce, and at such meeting <br />any corporate action may be taken. <br /> <br />" <br /> <br />2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The <br />Board of Directors of the corporation may close its stock transfer <br />'books for a .period not exceeding fifty (50) and not less than ten <br />(10) days prl.or to the date of any meeting of Shareholders' or in <br />lieu thereof, may fix in advance a ,date not exceeding fifty (50) <br />and not less than ten (10) days prior to the date of any meeting of <br />Shareholders, as the record date for the determination of <br />Shareholders entitled to notice of. or to vote at, such meeting; <br />and the Shareholders of record on such date shall be the <br />Shareholders entitled to notice of and to vote at, such meeting. <br />If the transfe~ books are not closed an~ no re70rd date is fixed by <br />th~ Board of Dl.rectors, the date on whl.ch notl.ce of the meeting is <br />mal.led shall be deemed to be the record date for the determination <br />of Shareh~lders entitled to vote at such meeting. Transferees of <br />sha:es whl.ch a~e transferred after the record date shall not be <br />entl.tled to notl.ce of or to vote at such meeting. <br /> <br />2.8 VOTING LISTS. The officer or agent having charge of the <br />transfer book for shares of the corporation shall prepare at least <br />ten (10) days before each meeting of Shareholders a comPlete list <br />of the Shareholders entitled to vote at such'm~eting, with the <br />add~ess of and the number of shares held by each. which list. for a <br />perl.od.of.(10) day~ prior to such meeting, shall be kept on file at <br />~he prl.~cl.pal offl.ce of the Corporation and shall be subject to <br />l.nspectl.on by .any Shareholder at any time during usual business <br />hours. Such ll.st shall also be produced and kept open at the time <br />and place of the meeting and shall be subject to the inspection of <br />any Shareholder during the whole time of the meeting. The original <br />share ledger or transfer book. or a duplicate thereof kept in this <br />state, shall b~ prima faci~ evidence as to who are the <br />Shareholders entl.tled to examl.ne such list or share ledger or <br />transfer book or to vote at any meeting of Shareholders. <br /> <br />2.9. QUORUM. A majority of the Shareholders of 'the <br />corporat1on, repre~ented in person or by proxy; shall constitute a <br />quorum at any meetl.ng of Shareholders. except as otherwise provided <br />by the Colorado Nonprofit corporation Code aQd the Articles, of <br /> <br />-2- <br />