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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 /> <br />Page 1 of6 <br /> <br />BYLAWS OF <br />Number Six Ditch Company <br />A COLORADO NONPROFIT CORPORATION <br /> <br />Article I. Business Organization, Purposes and Powers. <br />1.1. Organization. The Number Six Ditch_Company (the "Company") shall be organized as <br />a nonprofit corporation under the Colorado Revised Nonprofit Corporation Act and, in all <br />matters, be subject to Colorado Law. The principal place of business and registered <br />office is 604 Bauer Avenue, Mancos, Colorado 81328. <br />1.2. Purpose. The purpose of the Company is to manage the Number Six Ditch (the "Ditch") <br />as an association of owners of water rights and lands served by the Ditch (the "Service <br />Area"). The Number Six Ditch Service Area includes those water rights and lands <br />formerlv served by the Boss and Veits Ditches, plus those served bv the oricinal Number <br />Six Ditch,. The Company will receive, convey and deliver irrigation water and operate, <br />maintain and regulate water flows in the ditch, and when necessary, repair and/or <br />reconstruct the Ditch, all in the best interests of the membership, but not for pecuniary <br />profit or financial gain. <br />1.3. Powers. In furtherance of the foregoing purpose (but not otherwise) and subject to the <br />restrictions set forth below, the Company shall have and may exercise all of the powers <br />now or hereafter conferred upon nonprofit corporations organized under the laws of the <br />State of Colorado and may do everything necessary or convenient for the <br />accomplishment of any and all of the Company purposes, either alone or in connection <br />with other organizations, entities or individuals, and either as principal or agent, subject to <br />such limitations as are or may be prescribed by law. <br />1.4. Restrictions On Powers. No part of the net earnings of the Company shall inure to the <br />benefit of or be distributable to any director or officer of the corporation, or any other <br />individual, except that reasonable compensation may be paid for services rendered to or <br />for the benefit of the Company affecting one or more of its purposes, and no director or <br />officer of the corporation as such, nor any other individual not a Member, shall be entitled <br />to share in any distribution of any of the Company assets on dissolution of the <br />corporation or otherwise. <br /> <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />Article II. Membership. <br />2.1. Members. All owners of a right or rights to Adjudicated Water or Project Water to be <br />conveyed in the Ditch within the Service Area by the Company are entitled to be a <br />Member. Each owner of Adjudicated Water or Project Water rights under one ownership, <br />regardless of the amount or priorities of the water rights, is entitled to only one <br />Membership. In joint ownerships, only one owner may vote for the Membership and be <br />elected to the Board at anyone time. <br />2,2. Voting Rights. Each Member is entitled to one vote on matters submitted to a vote of the <br />Members. <br />2.3, Transfer of Membership. Membership in the Company shall be transferred with the sale <br />or subdivision of the Member's property in the Service Area to the new owner(s) of the <br />property, if the property is to be served with any water rights served by the Ditch. <br />2.4, Declaration of Membership. When the Company is formed and a Board is formed, the <br />Board shall record in Montezuma County a document (the "Declaration") that <br />summarizes 1) the names of the Members of the Company, 2) the land parcels owned by <br />the Members, 3) the water rights owned by the Members, 4) statements regarding the <br />rights and obligations of Members, 5) a declaration that the service of water rights owned <br />by the Members are to be managed by the Company, 6) evidence of membership in the <br />Utility Notification Center of Colorado, and 7) a map of the Service Area of the ditch that <br />identifies the Members' land. Changes to this information, if any, will be recorded as <br />amendments to the Declaration at least once annually. <br />