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<br />be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by the trustee without <br />a transfer of such shares into the trustee's name. <br />Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver <br />may be voted by such receiver without the transfer thereof into the receivers name if authority so to do be contained in an ap- <br />propriate order of the court by which such receiver was appointed. <br />A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the <br />name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. <br />Shares of stock held in cotenancy by two or more persons shall be voted by only one individual as determined by the cote- <br />nants; and the Corporation may rely on the vote of anyone of the cotenants whose name appears to correspond to the name of <br />one of the cotenants on the records of the Corporation. <br />Neither shares of its own stock belonging to this Corporation, nor shares of its own stock held by it in a fiduciary capacity, <br />nor shares of its own stock held by another corporation if the majOlity of shares entitled to vote for the election of directors of <br />such corporation is held by this Corporation may be voted, directly or indirectly, at any meeting and shall not be counted in <br />determining the total number of outstanding shares at any given time. <br />Voting by a stockholder that is not an individual shall be allowed only upon presentation to the Corporation plior to or upon <br />registration at each stockholders' meeting satisfactory evidence (as determined by the board of directors) entitling the individual <br />presenting the evidence to vote for such stockholder. <br />Shares whose voting rights are vested in the Secretary or any other officer of the Corporation by agreement, comt order or <br />otherwise, shall be voted by the Secretary as directed by the Board of Directors. <br /> <br />14. VOTING BY BALLOT. <br />Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder <br />shall demand that voting be by ballot. <br /> <br />ARTICLE III <br />BOARD OF DIRECTORS <br /> <br />1. GENERAL POWERS. <br />The business and affairs of the Corporation shall be managed by its Board of Directors. The directors shall in all cases act as <br />a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corpora- <br />tion, as they may deem proper, not inconsistent with these bylaws and the laws of this State. <br /> <br />2. PERFORMANCE OF DUTIES. <br />A director of the Corporation shall perform the director's duties as a director, including the directors duties as a member of <br />any committee of the Board upon which the director may serve, in good faith, in a manner the director reasonably believes to be <br />in the best interests of the Corporation, and with such case as an ordinarily prudent person in a like position would use under <br />similar circumstances. In performing the director's duties, a director shall be entitled to rely on information, opinions, reports, <br />or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups <br />listed in paragraphs (a), (b), and (c) of this Paragraph 2; but the director shall not be considered to be acting in good faith if the <br />director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so <br />performs the director's duties shall not have any liability by reason of being or having been a director of the Corporation. Those <br />persons and groups on whose information, opinions, repOlts, and statements a director is entitled to rely upon are: <br />a. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and com- <br />petent in the matters presented; <br />b. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such <br />persons' professional or expert competence; or <br />c. A committee of the Board upon which the director does not serve, duly designated in accordance with the provision <br />of the Articles of Incorporation or the bylaws, as to matters \vithin the committees designated authority, which committee the <br />director reasonably believes to merit confidence. <br /> <br />3. NUMBER, TENURE AND QUALIFICATIONS. <br />The number of directors of the Corporation shall be (an odd number usually from 3 to 9). Each director shall <br />hold office for a _ (suggest one year-however if the board is of sufficiently large size then multi-year terms may be used and <br />staggering of tenus may be used) year term or until the director's successor shall have been elected and qualified. <br />1. No Board member shall be eligible to become or remain a director who is not a stockholder of the Corporation. Pro- <br />vided, however that a director may qualify by reason of having been designated by a person that is not an individual to repre- <br />sent such stockholder. <br />2. When stock ownership is held jointly, only one of the joint members may be elected a director. <br />3. If a director shall cease to be eligible to become or remain a director by reason of any of the provisions herein, such <br />director may be removed by the vote of the majority of the Board of Directors and the vacancy thus created, filled as hereinafter <br /> <br />Ditch & Reservoir Company Alliance <br /> <br />. <br /> <br />. <br /> <br />. <br />