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<br />h <br /> <br />.1 <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 />I <br />I <br />I <br />I <br />I <br /> <br />In the absence of the Secretary or the Treasurer or if either the Secretary or the Treasurer <br />is unable to discharge the duties of his or her office, the Members may elect a Secretary <br />or a Treasurer Pro-tern to carry out the duties of Secretary or Treasurer. <br /> <br />Section 7: Indemnification. <br /> <br />To the extent allowed by Colorado law, the association shall indemnify all members who <br />serve as officers of the Association or perfonn required maintenance, repair or operation <br />of the pipeline, and their heirs, executors, administrators, successors, and assigns, from <br />and against any and all loss and expense, including amounts paid in settlement before or <br />after suit is commenced, and reasonable attorneys' fees, actually and necessarily incurred <br />as a result of any claim, demand, action, proceeding, or judgment that may be asserted <br />against any such persons, or in which any such persons are made parties by reason of <br />their being or having been officers or directors of the Association. However, this right of <br />indemnification shall not exist in relation to matters about which it is adjudged in any <br />action, suit, or proceeding that any such persons are liable for gross negligence, breach <br />of fiduciary duty, willful and wanton conduct, criminal conduct, or other acts as may be <br />set forth in c.R.S."'" 7-108-402, as exceptions to indemnification. <br /> <br />Section 8: Non-Officer Board Members. <br /> <br />The two non-officer Board members must also be association members and shall assist in <br />research on Pipeline projects, shall advise the other Board members in preparation of <br />Pipeline maintenance and improvement plans and budgets, and shall participate in other <br />Board decisions. <br /> <br />Article VI: Meetings of the Members <br /> <br />Section 1: Annual Meetings. <br /> <br />The annual Meeting of the Association shall be held in Montezuma County during the <br />first quarter of the calendar year at a place designated by the President for: 1) the <br />election of Officers, 2) the approval of the annual budget and the levy of assessments, 3) <br />the approval of any minutes of the prior year, 4) the discussion of Pipeline maintenance <br />requirements and standards, and 5) other Pipeline-related business, including dates for the <br />turn-on and turn-off of water in the Pipeline for that irrigation season. <br /> <br />Each Member shall be notified of the Annual Meeting at least thirty (30) calendar days <br />prior to the meeting by first class mail at the Member's current address in the records of <br />the Secretary or by phone, fax or E-mail if the Member has agreed in writing to receive <br />the notice in this manner. Notice shall be deemed complete upon each Member three (3) <br />days after the same is deposited in the U.S. Mail, or when delivered, if notice is sent other <br />than by mail. <br /> <br />Section 2: Special Meetings. <br />