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<br />[This is a sample section dealing with quorum issues for demonstration purposes only. The Incorporators should car~fully consider, with advise <br />of counsel, what quorum provision will fit the specific needs of the company and draft the provisions of the articles of incorporation accordingly.] <br /> <br />ARTICLE X <br />Regular Shareholder Vote <br /> <br />. <br /> <br />At any meeting of shareholders at which a quorum is present, the affirmative vote of a majority of the shares present in person or <br />by proxy and entitled to vote on the matter shall be the act of the shareholders. <br /> <br />[This is a sample section dealing with shareholder votingfor demonstration purposes only. The IncOll'orators should carefully consideJ; with advice <br />of counsel, what voting requirements will fit the specific needs of the company and draft the provisions of the articles c:f incorporation accordingly.] <br /> <br />ARTICLE XI <br />Shareholder Voting on Extraordinary Actions <br /> <br />With respect to the following extraordinary actions which may be taken by the Company, and which require the vote or concur- <br />rence of the holders of the outstanding shares of the Company shares entitled to vote thereon, the following affirmative vote of such <br />shares shall be required to constitute approval of such action. <br /> <br />A. Two-thirds to amend the Articles of Incorporation. <br /> <br />B. Two-thirds to voluntarily dissolve the Company by the act of the Company or to revoke voluntary dissolution proceedings <br />previously initiated by the Company. <br /> <br />[This is a sample section dealing with shareholder votingfor demonstration pWl'oses only. The IncOJl'orators should carefully consideJ; with advice <br />oJcounsel, what voting requirements will fit the specific needs of the company and draft the provisions oj the mticles of incorporation accordingly.] <br /> <br />ARTICLE XII <br />Right of Directors and Officers to Contract with Company <br /> <br />. <br /> <br />It being the express purpose and intent of this Article to permit the Company to engage in transactions with other corporations, <br />firms, associations, or entities of which any or all of the directors and officers of the Company may be directors, officers, or mem- <br />bers or in which any or all of them may have pecuniary interests, no contract or other transaction between the Company and one <br />or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or <br />officers or are financially interested shall be either void or voidable solely because of such relationship or interest or solely because <br />such directors are present at the meeting of the board of directors or a committee of the board which authorizes, approves, or ratifies <br />such contract or transaction or solely because their votes are counted for such purpose if: <br /> <br />1. The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, ap- <br />proves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or <br />consents of such interested directors; or <br /> <br />2. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, ap- <br />prove, or ratify such contract or transaction by vote or written consent; or <br /> <br />3. The contract or transaction is fair and reasonable to the Company. <br /> <br />Furthelmore, common or interested directors may be counted in detelmining the presence of a quorum at a meeting of the board <br />of directors or a committee of the board which authorizes, approves, or ratifies any such contract or transaction. <br /> <br />[These provisions are not required to he included in the articles of incorporation. HoweveJ; it is recommended that the incorporators consider, <br />with advice of counsel, what will fit the spec~fic needs oj the company and draft the provisions of the articles oj incorporation accordingly.] <br /> <br />ARTICLE XlII <br />Board of Directors <br /> <br />. <br /> <br />The business and affairs of the Company shall be conducted, managed and controlled by the Board of Directors. The number of <br />directors of the Company shall be fixed by the bylaws, or if the bylaws fail to fix such a number, then by resolution adopted from <br />time to time by the Board of Directors, provided that the number of directors shall not be less than three (3) nor more than five (5). <br /> <br />Ditch & Reservoir Company Alliance <br />