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<br />ARTICLE III <br />MEMBERS CAPITAL AND LOANS <br /> <br />3.01. Members. <br /> <br />The Members, their respective addresses, Capital Contributions, and Outstanding <br />Percentage Interests are set forth on Exhibit A and are as follows: each Member has contributed <br />the sum of $1 ,000 and each Member is a 113 or 33 1/3% Interest Owner of the Company. <br />Subject to the further provisions of this Agreement, other capital in the form of cash or property <br />may be conveyed to the Company and other persons admitted as Members from time to time <br />upon the authorization and unanimous approval of the Members of the tenns and conditions of <br />such admission or corweyance. A person adlltilled m the Company as a Member shall execute a <br />copy of this Agreement This Operating Agreement shall be amended from time to time to reflect <br />any changes of address, the admission of any additional or substitute Members or any changes to <br />the information set forth thereon. <br /> <br />3.02. Classification of Ownership Interests. <br />The Member Interests in the Company shall consist of a single class unless additional <br />classes are approved by all of the Members. <br />3.03. Additional Required Capital Contributions. <br />No Member shall have any obligation to make any further Capital Contributions to the <br />Company or to guarantee or be personally liable for the obligations of the Company unless such <br />L~" is wiling to do 60. AI bee Membet's may agree. from time to time. to contribute <br />additional capital upon tenns and conditions as agreed to by the three Members. <br />The Members each own teal estate located in Washington County, Colorado. As <br />hereinafter agreed upon by all three of the Members. the individual Members shall contribute <br />waIer righlsand weB rights, easemenls. leases and h use righ1s to the Company for the <br />necessary areas located upon their respective rea! estate to carry out the intents and purposes of <br />the Company. Such capital contributions and vatuations and evidences of conveyances such as <br />deeds shall be added to this Operating Agreement as amendments hereto from time to time and <br />as agreed upon with the signatures of all three Members. <br /> <br />3.04. Additional Capital Requirements. <br /> <br />If 81_ of the MembeIs determine 1hat I is in the best ..detests of the Company to <br />raise additional equity capital as provided for in 3.03, above, the Members may issue additional <br />Member Interests in exchange for Additional Capital Contributions. <br /> <br />3.05. Capital Accounts: No Interest. <br /> <br />-4- <br />