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10. To establish bank accounts which are interest bearing or non-interest bearing, as may be deemed advisable by the Board of Directors. . 11. To keep and maintain detailed, full and accurate books and records showing in chronological order all of the receipts, expenses, and disbursements of Company funds and, upon the vote of a majority in interest of the share- holders, to cause a complete audit to be made of the books and records by a certified public accountant. 12. To supervise all officers, agents and employees of the Company and to see that their duties are properly performed. 13. To designate and remove the personnel necessary for the operation, maintenance, and repair and replacement of the assets of the Company. 14. To adopt, alter, amend and repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Company, prm1.ded however, that such Bylaws may not be inconsistent 'vvith or contrary to any provisions of law or these Articles of Incorporation. ARTICLE VI Capital The aggregate number of shares which the Company shall have authOrity to issue is [identify number of shares of stock] shares, 'v'v1.thout par value, which shares shall be designated "Common Stock." Such Common Stock shall be fully assess- able. No assessment shall, however, be made unless the question of making such assessment shall first be submitted to the holders of the Common Stock of the corporation at the annual meeting, or at a special meeting called for that purpose, and a majOlity of the holders of Common Stock, either in person or by pro),,')' voting thereon, shall vote in favor of making such assessment. [Information rcgarding sharcs ~fthe company (the information required by c.R.c. s 7-106-101) is required to be included in the articles of incorporation by c.R.S. s 7-102-102 (1)(b). The Incorporators shauld seek advice of counsel in determining how best to draft the voting provisions to effect the goals af the company] . ARTICLE VII Voting Each outstanding share of Common Stock shall be entitled to one vote and each outstanding fractional share of Common Stock shall be entitled to a cOlTesponding fractional vote on each matter submitted to a vote of shareholders, except that at each election for directors every shareholder entitled to vote at such election shall have the right to a number of votes equal to the number of such shareholder's shares and fractional shares of Common Stock multiplied by the number of directors to be elected. A shareholder may cumulate such votes for the election of directors to be elected, but not for any other purpose. [This is a sample voting lights section for demonstration purposes only. Vating lights ~f the shareholders should be carefully consid- ered by the Inc01porators, '1-7th advice of counsel, anJshould be drafted to fit the specific needs of the company.] ARTICLE VlII Preemptive rights The shareholders shall have no preemptive lights to acquire any unissued or treasury shares of stock of the Company, se- curities convertible into shares, or secmities carrying stock purchase options or walTants to acquire any unissued or treasury shares of stock of the Company. [This is a sample section dealing with preemptive lights for demonstration purposes only. The Inc01parators should carefully call- sidel; with advice of counsel, what rights shareholders will and will not have and draft thc provisions af the articles of incolporation to fit the specific needs of the compally.] . ARTICLE IX Quorum of Shareholders A quorum at any meeting of shareholders of the Company shall consist of a majority of the shares of the Company entitled to vote at such meeting, and the same proportion of the shares of any class entitled to vote as a class at such meeting, repre- sented in person or by pro),,')'. Ditch Company Handbook I June 2005