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<br />Page 4 of6 <br /> <br />the Seal of the Company, attest to signatures of the officials of the Company, <br />deposit documents in a depository designated by the Board, disburse funds on <br />the proper order of the Board, make a report of the business transacted annually <br />and do and perform other duties and functions that may be required by the <br />Board. The SecretarylTreasurer shall open and maintain a bank account for the <br />Company from which all expenditures of the Company shall be drawn. All <br />checks drawn on the Company account shall bear the signatures of the <br />President, or the Vice President when acting on behalf of the President, and one <br />other Director. <br />6.4, Removal of Officer. Any officer may be removed by the Board by majority vote. <br />6.5. Contracts. The Board may authorize any officer or agent of the Company to enter into <br />any contract or execute and deliver any instrument in the name of and on behalf of the <br />Company. <br />6.6. Deposits. All funds of the Company shall be deposited from time to time to the credit of <br />the Company in such banks or other depositories as the Board may select. <br />6.7. Indemnification. The Company shall indemnify and hold harmless the Officers and <br />Directors, jointly and severally, from all expense, loss, damage, or liability resulting from <br />any act or omission; provided, that such act or omission (1) was done in good faith for the <br />benefit of the Company or upon the advice of legal counsel to the Company and (2) did <br />not constitute gross negligence or willful misconduct. <br />6.8. Satisfaction of Judgments. All judgments against the Company or against a Director or <br />Officer as such must first be satisfied from Company assets before the Director or Officer <br />or other Persons may be required to satisfy such obligations. <br /> <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 />Article VII. Certificates of Membership <br />7.1. Certificates of Membership. The Board shall provide for the issuance of Certificates of <br />Membership in the Company, in the form as determined by the Board. Each initial <br />Member and each new Member shall be issued a Membership Certificate, upon payment <br />of any required dues and fees. Membership Certificates shall be signed by the President <br />or Vice President and by the Secretary and shall be sealed with the seal of the Company. <br />All Certificates shall include: 1) consecutive numbering, 2) the name of the Company, 3) <br />the name and address of the Member, 4) the date of issue, and 5) the amounts and <br />priorities of Adjudicated Water and Project Water owned by the Member and the <br />Member's Points of Delivery. A Membership book will be kept by the Company <br />containing a copy of all Certificates issued. If any Certificate is lost, mutilated or <br />destroyed, it will be voided upon written request of the Member and a new certificate will <br />be issued. <br />7.2, Conveyance of Water Rights. If Adjudicated or Project Water owned by any Member is <br />sold to any other Member or outside of the Service Area, the affected Certificates must <br />be re-issued by the Company to reflect the changes. <br />7.3. New Water Rights. The Membership may by majority vote grant approval for the <br />Company to convey new Adjudicated Water or Project Water rights in the Ditch that are <br />acquired by any Member, subject to the ability of the Ditch to handle the new capacity. <br />7,4. Addition to Service Area. The Service Area may be expanded by approval of a majority <br />of the Membership to accommodate new lands that can be served by the Ditch, subject <br />to the ability of the Ditch to handle the new capacity. <br /> <br />Article VIII. Point of Delivery of Water. <br />8.1. Point of Delivery. The facilities at a single location in the Ditch that divert, regulate, and <br />direct irrigation water from the Ditch into the water system of an individual Member is the <br />Point of Delivery (or Delivery Point) from the Company to the Member. Each Member is <br />entitled to one Point of Delivery, and Members may have more than one Point of Delivery <br />at the Member's expense, and Members may share Delivery Point facilities with other <br />Members. <br />8.2. Existing Structures. The Delivery Points for the initial Members are those locations and <br />diversion structures existing in the Ditch at the time the Company is formed. <br />8.3. Company Maintenance. The Company shall maintain, repair, and improve the Ditch up <br />to the Delivery Points. Functionally equivalent measuring devices shall be installed and <br /> <br />I <br />I <br />I <br />I <br />I <br />I <br />