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15' of each year, or other date as stated in the meeting notice, for the purpose of <br />electing Directors and for the transaction of such other business of the Company. <br />3.2. Special Meetings. Special meetings of the Members may be called by the President, the <br />Board of Directors, or at the request of at least finro Members. <br />3.3. Notice of Meetings. Writfen notices stating the place, day, and hour of any meeting of <br />Members wifl be delivered by an officer, either personally or by mail, to each Member, at <br />least 10 days before the date of the meeting. The purposes of the meeting and the <br />agenda will be stated in the notice. <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 without a <br />meeting if consent in writing, setting forth the action �alcen, is signed by all of #he <br />Members entitled to vote. Informal aetions may be made by phone pofl with a written <br />record of the results, and such actions are to be ratified at the next meeting of Members. <br />3.5. Quorum. A quorum consists of a majority of the Members of the Company. If a quorum <br />is not present, a majority of Merribers present may adjoum the meeting to another time <br />without further notice. <br />3.6. Proxies. At any meeting of Members, a Member entitled to vote may vote by proxy <br />executed in writing and dated by the Member. No proxy will be valid for more than <br />eleven months. <br />3.7. Manner of Acting. (75% or 5 of 6 Member votes) either in person or by proxy, shall <br />decide a matter brought to the Members, unless a greater proportion is required by these <br />byfaws. All meetings of the Members are to be managed in a businesslike but informal <br />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 and <br />other meetings as applicable, will be conducted as follows: roll call, proof of quorum, <br />approval of minutes, nominations for election of Directors, presentation of reports, <br />approval of budget, payment of expenses, unfinished business, new business, election of <br />Directors, and adjoumment. <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 Company <br />to receive their irrigation water, including Adjudicated Water, Project Water and Flood <br />Water on the Member's behalf and to convey and deliver the water ta the Member's <br />Point of Delivery subject to any applicable restrictions. <br />4.2. Regu(ation of Flows. The Company wilf regutate flows and defiveries of irrigation water <br />in the Ditch so that the correct amount of water is delivered to each Member based upon <br />the priorities of Adjudicated Water and availability of Project Water. <br />4.3. Contributions. Each Member has the right and obligation, through volunteer or in-kind <br />contributions, to hefp keep the Ditch in good repair in order to benefit all Members and <br />the Company. The Members will not be pa� for work or other c�ntributions unless <br />approved by the Board. The Board may enter into contracts with Members (indud'mg <br />Directors) to perform work for the Company, and may ratify acts performed by a Member <br />as a reimbursable expense. <br />4.4. Compliance. The Members are obligated to comply with these Bylaws, the Declaradon, <br />any other applicable rufes and regufations, and to timely pay approved dues and <br />assessments, and act as responsible stewards of the Company and its assets. <br />4.5. Management of Member's Property. The Members are obligated to provide and <br />maintain irrigation water facilrties on their own lands, and to manage their ovm operatioris <br />in a way that protects and preserves the faci6ties of the Company and does not create <br />harm or damage to other Members or their property. <br />Article V. Board of Directors <br />5.1. General Powers. The affairs of the corporation wiil be managed by its Board of Directors <br />("Board") as elected by the Members. <br />5.2. Number, Tenure and Qualifications. The Company will have three Directors, and each <br />shall be a Member. The Term of a Director is three years, and the initial Terms will be <br />staggered so that one directorship expires each year. Directors will take office <br />