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D. Standards of Con�uct The standards of conduct of <br />officers ar�d directors a�' �he corporation shall be as provided in <br />the Colarado"•Nnnprofit Corporation Act; as amended. <br />E. zndemni�ication To �he extent consistent wi.th the <br />Colorado Nonp�afit Corpozation Act, no director of tYie corpozation <br />sha1..� be iiable to the carporation or to its members far monetazy <br />damaqes for breach of fictuczary duty as a director. Tr�e <br />corporation shall. indemnify any person made a party to any <br />procee�ing becau�e �he person is. or was a director against <br />liabi�.ity incarred in the proce.eding in. the mannex and ta the <br />ex�e.�.� authorized under �he Cd�.orado Nonprafi� Corporation Act as <br />aznendecl . <br />ARTICLE VII <br />5hares of Stoc�c <br />A. Issuance of Shares The corparation shall issue <br />shares c�� stock to the shareholders c2ass of "members in the rnanner <br />and st�bj ect to �he right.s and J.9.mitations more specificaJ.ly set <br />forth in these Amended A:.xticles of Incorporatzon and in the bylaws <br />a€ the corparatian. Siich shares of stock shall represent an <br />eriti�lement.to an equitable in.texest in the water rights of the <br />corporation as specif.ically defined in the bylaws, and shall bs <br />assessab7.e in order tp assure repayment of the corporation's debt <br />on such water rights. �Only the sharehalde? by virtue of' such <br />shares of stocJ€, s�.all ,be entit3.ed to such equitable interest in <br />the wa�er righzs; non-shareholders membership shall not be so <br />entitTed. Upon disso�.ution of the company, the water rights of the <br />company shall be distxibuted on the basis o� stock ownership. <br />Stack ownership shall not represent any specific equ itable <br />ownership in any assets other than the water rights ancl any s torage <br />accourats specifical?y associated with these water rights, such as <br />Article II storage accounts in JoYui Martin Reservoir c2nder the 1980 <br />operatinq ag�eement. All other assets, including facil it'ies, <br />ec�uipmer_t, di.tch capacity ar reservo? r. capacity, cr accounts <br />associated general�.y wi�h the pl.an for augmentation and not with <br />specific water rights �(such as the affset accounL iz� Jahn �Martin <br />Reservoir},, sha�.l be distributed upon dissolution in acco rdance <br />with a plan ot distributio�s adopted in. accordance wi:tYi the Co lorado <br />Nonprof?t Corporation. Act or bylaws. The aggregate numb e� of <br />shares which .the corporatian s.�all have authority �o is s ue is <br />20,000 shares af common stock havi.ng�no per value. No shareholder <br />ot the corporatior� sha.11 have preemptive or other right to <br />subscribe for any unissued or treasury shares of stock <br />of �or ather securita.es of any class, or for rights, warrants or <br />options �o p�rchase sta�k, or for script, ar for securities o f any <br />kind convertible in�o stock purchase warrants or privileges. <br />E <br />