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<br />Amendment to Provision #12 <br />Provision # 12. Adopted by amendment March 31, 2007, at a special meeting of <br />the stockholders. <br /> <br />RESOLVED, that Paragraph 12 of the By-Laws of the Corporation be and hereby <br />is amended to read in its entirety as follows: <br /> <br />"12. DISTRIBUTION AND STORAGE OF WATER. It shall be the duty of <br />the Directors to fill as near as possible the reservoirs of this Company before the first day <br />of June in each year, subject to the other provisions of this section, and before that date to <br />ascertain as near as may be the amount of water expected to be available for issue per <br />share, and the amount of additional storage in the Company's reservoirs expected to be <br />available per share, making due allowances for loss of water by seepage, evaporation, <br />transportation and in other ways and adjusting such expected amounts at later dates as <br />appropriate. Stockholders desiring to use such available issued or stored water may have <br />the same turned out to them upon this basis, without restriction other than the adjustments <br />to estimates as above provided, at any time between the first day of June and the last day <br />of October of each year. Stockholders desiring to use such available issued or stored <br />water prior to the first day of June or after the last day of October, may do so at the <br />discretion of the Directors and subject to such restrictions, charges, terms and conditions <br />as the Directors may establish, and in all cases any stored water remaining in the <br />company reservoirs on the first day of June in the year following the year of storage will <br />become the sole property of the Company without payment or credit of any kind to the <br />stockholder. <br /> <br />PROVIDED, That, notwithstanding any other provision, in order that water shall <br />not be run to disadvantage or waste it shall be necessary that the water on a sufficient <br />nwuber of shares, which nwuber of shares shall be determined at all times by the Board <br />of Directors in their sole discretion, shall be run at the same time in order that the same <br />may be turned out to them or kept running in the ditches. <br /> <br />AND PROVIDED FURTHER, That, notwithstanding any other provision, the <br />Board of Directors shall at all times have absolute control of the waters of the Company <br />and shall have full power and authority to make rules and regulations for the filling of the <br />Company's reservoirs, for the storage of water in the same, and for the delivery of the <br />said water to the stockholders and in all disputes that may arise therefrom they shall settle <br />the same and the decision of said Board of Directors shall be final and conclusive." <br /> <br />, <br /> <br />Loveland Lake and Ditch Company <br />Inlet Structure Upgrade Feasibility Study <br />February 1,2008 <br /> <br />280f47 <br />