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BYLAWS OF THE HIGHLAND DITCH COMPANY <br />ARTICLE I <br />There shall be a meeting of all of the stockholders of the Highland Ditch Company <br />( "the Company ") on the first Saturday in February of each year at a time set by the Board <br />of Trustees. This meeting shall be known as "the Annual Meeting ". Written notice of the <br />location bf the Annual Meeting shall be given by the Board of Trustees not less than two <br />weeks prior to the-date of the meeting. Special Meetings of the stockholders may be <br />called by the President of the Company at any time. Written notice of the time and location <br />of any special meeting of the stockholders shall be given by the President or Secretary of <br />the Company not less than one week prior to the date of the meeting. The objects of all <br />special meeting shalt be stated in the written notice. <br />ARTICLE 11 <br />There shall be five Trustees of the Company. The term of office of each Trustee <br />shall be three years. The Trustees shall be elected at the Annual Meeting. The terms of <br />office of the Trustees shall be staggered so that no more than two Trustees are elected <br />in any one year. In the event of a vacancy on the Board of Trustees ( "the Board "), the <br />remaining Trustees shall appoint a stockholder of the Company to hold the office of <br />Trustee until the end of the term of the Trustee he has replaced. <br />ARTICLE 111 <br />The officers of the Company shall be a President, First Vice President, Second Vice <br />President, and Treasurer. <br />ARTICLE IV <br />The President shall be elected by the Board at its first meeting after the Annual <br />Meeting. His term as President shall become effective immediately upon election. He <br />shall hold office as President until his successor is chosen. The other officers may be <br />elected by the Board at any regular or special meeting of the Board. <br />ARTICLE V <br />The President shall preside at all meetings of the stockholders and of the Board. <br />He shall be the chief executive office of the Company and shall oversee the affairs of the <br />Company. He shall sign all contracts entered into by the Company and all stock <br />certificates. <br />