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<br />@!>verkmd ~t{Jh And GR..cs8!17dir C7dmpanp
<br />
<br />RESTATED ARTICLES OF INCORPORATION
<br />
<br />KNOW ALL MEN BY THFSE PRESENTS: That we, the undersigned persons,
<br />David Sievers and Sharron Klaseen, acting as the President and Secretary, respectively,
<br />of the Overland Ditch and Reservoir Company, pursuant to the Colorado Nonprofit
<br />Corporation Act (the provisions of which were accepted by Election to Accept filed with
<br />the Colorado Secretary of State on November 23, 1970) and Article 42 of Title 7,
<br />Colorado Revised Statutes, do hereby execute these Restated Articles of Incorporation,
<br />amending and restating the original Articles of Incorporation filed with the Colorado
<br />Secretary of State on August 26, 1895, as follows:
<br />
<br />ARTICLE I
<br />Name
<br />
<br />The name of this corporation is, lHE OVERLAND DITCH AND RESERVOIR
<br />COMPANY.
<br />
<br />ARTICLE II
<br />PurJ'oses
<br />
<br />The object for which said company is organized is for the purpose of building,
<br />constructing, operating and maintaining reservoirs for the storage of water for
<br />irrigation of land, and for the purpose of constructing a ditch to convey water from said
<br />reservoirs and from the streams known as Muddy Creek, Hubbard Creek, Holy Terror
<br />Creek, Roatcap Gulch, Cow Creek, and Leroux Creek, to be used for irrigation. of land
<br />lying in said .Delta County, and to maintain, operate and control the said ditches and
<br />laterals thereto and .to carry .water therein, and distribute the same.
<br />
<br />ARTICLE III
<br />Line of the Ditch
<br />
<br />That said ditch is to begin at, or near, the center of Township 11 South, Range 91
<br />West of the 6th P.M., .in said Delta, County, Colorado, at a point, on the right hand
<br />bank of the west'branch of Muddy..Creek, and running thence, generally, in a
<br />southerly and westerly course, intersecting Hubbard Creek, Holy Terror Creek,
<br />Roatcap, Gulch., Cow Creek-, and Leroux Creek to. the. land intended to be irrigated,
<br />and the reservoir now constructed and which, are intended to be constructed, are, and
<br />will be located near the center of said Township 11, Range 91, in said Delta County, near
<br />the headwaters of said west branch of Muddy Creek.
<br />
<br />ARTICLE IV
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<br />Use of Irria~aticn Water
<br />
<br />The water to be conveyed through said ditch and stored in said reservoirs is to
<br />be used for the purpose of irrigating lands along the line or said ditch.
<br />
<br />ARTICLE V
<br />
<br />Capital Stock
<br />
<br />The capital stock of said company is $100,000.00, divided into 10,000 shares of
<br />$10.00 par value per share,
<br />
<br />ARTICLE VI
<br />
<br />Duration
<br />
<br />The company shall exist in perpetuity,
<br />
<br />ARTICLE VII
<br />
<br />Board of Directors.
<br />
<br />The board of directors shall consist of at. least three and not more than seven
<br />members and the number of directors, their qualifications and terms shall be fixed by
<br />the bylaws of the corporation; except that no change in such provisions shall have the
<br />effect of shortening the term of any director. In .the election of directors, cumulative
<br />voting shall be allowed.. .
<br />
<br />ARTICLE VIII
<br />
<br />Meetings of Stockholders
<br />
<br />At all meetings of stockholders, each stockholder shall be entitled to cast one
<br />vote for each share of stock owned by the stockholder and all questions for which the
<br />manner of deciding is not. specifically regulated by statute or otherwise governed by
<br />these bylaws or the Articles of Incorporation of the corporation, shall be determined by
<br />a majority vote of the stock represented by stockholders, present, in person or by
<br />proxy, at the meeting.
<br />
<br />ARTICLE IX
<br />
<br />.Bylaws
<br />
<br />The- internal affairs of the corporation shall.'be. regulated by bylaws' adopted
<br />by the stockholders. The bylaws- of the corporation may be amended at' any annual
<br />or special meeting of the stockholders, provided that any proposal to amend the
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