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~ ~ ~ ~ ~ ~ , I , I I I I I I I I I I . corporation. All bills shall be passed upon at meetings of the Board, and no bills will be allowed except at a Board meeting. I. To fill all vacancies in their own Board, and elect all its officers and appoint its Superintendent, ditch riders, and all other clerks, servants and employees of the corporation. J. To do and perform every act necessary to be done to fully manage the affairs of the corporation. K. To bring such actions in law or in equity as they may deem necessary to protect the interests of the corporation and to carry into effect its objects and purposes. L. And to adopt, amend and revise such prudential By-laws as they shall deem proper for the management of the affairs of the corporation. ARTICLE III. EXECUTIVE COMMITTEE The Board may, as the occasion shall require, elect an executive committee consisting of three (3) members of the Board, and may fill any vacancy on said committee. The executive committee, if elected, shall exercise all powers of the Board of Directors when not in session, and shall keep a book containing the doings and proceedings of said committee, which shall be open to the inspection of any of the directors, and the proceedings of said committee for the preceding month shall be read at all stated meetings, and shall be subject to the approval or veto of the Board. ARTICLE IV. OFFICERS AND EMPLOYEES Section 1. Election, Appointment and Qualification. The elective officers shall be a President and Vice-President, Secretary and Treasurer, and the appointive officers shall be such employees as the Board may designate. The President and Vice-President shall be elected from their number, and" shall hold office for one year and until their successors are elected and qualified. The Secretary and Treasurer and all appointive officers, clerks and employees shall hold office during the pleasure of the Board. All vacancies in any elective or appointive office shall be filled by a majority vote of the Directors. The offices of Secretary and Treasurer may be held by the same person. The Board of Directors may require bonds from any of the officers or employees of the corporation. Section 2. President. It shall be the duty of the President to preside at all meetings of the stockholders and Directors; to sign all checks and all certificates of stock, drafts, contracts and instruments, and cause the corporate seal to be attached thereto whenever required. He may from time to time call special meetings of the Board whenever he deems it proper; and shall do so whenever any two (2) members of the Board shall request him in writing. He shall at all times exercise a general supervision and direction over the affairs of the corporation and shall be its chief executive officer. -4- ~