C150115 Feasibility Study

• Contract/PO #: C150115
• Contractor Name: Riverside Ditch and Allen Extension Company, The
• Contract Type: Loan
• Water District: 11
• County: Chaffee
• Bill Number: MC3
• Loan Projects - Doc Type: Feasibility Study

Incorporation. In the absence of a quorum at any such meeting. a
majority of the shares so represented may adjourn the meeting for a
period not to exceed sixty (60) days at anyone adjournment without
further notice. The Shareholders present at a duly organized
. meeting may continue to transact business until adjournment.
notwithstanding the withdrawal of enough Shareholders to leave less
than a quorum.

2.10 PROXIES. At all meetings of Shareholders. a Shareholder
may vote by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of 'the
meeting. Unless otherwise provided in the proxy. a proxy may be
revoked at any time before it is voted. either by written notice
filed with the Secretary or the acting secretary of the meeting or
by oral notice given by the Shareholder to the presiding officer
during the meeting. The presence of a Shareholder who has filed
his proxy shall not of itself constitute a revocation. No proxy,
shall be valid after eleven (11) months from the date of its
execution. unless otherwise provided in the proxy.

2.11 PARTICIPATION BY ELECTRONIC MEANS. Any shareholder may
participate in an annual or special meeting by means of telephone
conference or similar communications equipment by which at least
two (2) . Board of Directors participating in the meeting can hear
the vote. Such participation shall constitute presence in person
at the meeting.

2.12 VOTING RIGHTS. Each shareholder shall have but one vote.
regardless of his interest in the company or regardless of the
number of shares which he holds. whether they be class "A" or Class
"B" .

persons have the same fiduciary relationship respecting the same
shares. voting with respect to the shares shall have one vote.
Shares standing in the name of a receiver may be voted by such
receiver. and shares held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed.
A Shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of ,the pledgee and thereafter the pledgee shall be entitled to
vote the shares so transferred.

2.13 ,VOTING BY BALLOT. Voting on any question or in any
election may be by voice vote unless the pres,iding officer shall
order or any Shareholder shall demand that voting be by ballot.

2.14 INFORMAL ACTION BY SHAREHOLDERS. Any action required to
be taken at a meeting of the Shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken.
shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof.

ARTICLE III

DIRECTORS

2.13 VOTING BY CERTAIN HOLDERS. Shares standing in the name
of another corporation. domestic or foreign. may be voted by such
officer. agent. or proxy as the Bylaws of such Corporation may
prescribe. or. in the absence of such provision. as the Board of
Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted
by his administrator or personal representative. either in person
or by proxy. Shares standing in the name of a guardian.
conservator. or trustee may be voted by such fiduciary. either in
person or by proxy. but no guardian. conservator. or trustee shall
be entitled. as such fiduciary. to vote shares held by him without
a transfer of such shares into his name.
Shares held by a minor or incompetent may be voted by the
minor or incompetent in person or by proxy and no such vote shall
be subject to disaffirmance or avoidance. unless prior to the vote
the Secretary of the Corporation has actual knowledge that the
Shareholder is a minor. or that the Shareholder has been
adjudicated an incompetent or that judicial proceedings have been
started for the appointment ofa guardian.
As to shares held in the names of two or more persons whether
fiduciaries. members of a partnership. tenants. in common. tenants
by the ~ntireties. joint tenants or otherwise or if two or more

3.1 GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.
The functions of the Board of Directors shall include:
(a) selecting and delegating authority to Management;
(b) determining policies for guidance of Management;
(c) controlling of expenditures by authorizing budgets
and payment of invoices;
(d) causing audits to be made at least every second year
or oftener. and reports thereof to be made directly to the Board;
(e) keeping members fully informed of.the'business of the
company;
(f) studying the requirements of . shareholders and
promoting good relations;
(g) prescribing the form of stock certificates;
(h) levying and collecting assessments and enforcing the
collection thereof in accordance with the laws of the State of
Colorado;
(i) fu~nishing water to the class of persons using water
for irrigating their land; and
(j) keeping the ditch in good repair.

3.2 NUMBER. TENURE AND QUALIFICATIONS. The number of
Directors shall be fixed from time to time by resolution of the
Board of Directors. There may not be .'less than three Directors
unless the outstanding shares of the corporation are held of record
by fewer than three Shareholders. in which event there need be only
as many Directors as there are Shareholders.
The first Board of Directors consists of. those named in the
Certificate of Incorporation and shall serve for the terms

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