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<br />transfer, change, and/or use any stock of the Company, and/or any water or water right
<br />represented by said stock or run through the Company's system (which shall include any use
<br />made under the Company's augmentation plan), that is different from the land upon, and the
<br />use for which, the stock and any water or water right represented by said stock, has been
<br />historically used, including any lease, loan, transfer, or other conveyance of said stock, and/or
<br />water and water rights, either within or outside of the Bijou Irrigation System, must first
<br />submit a written application (referred to as the "Change Application") to the Board of
<br />Directors of the Company requesting approval of the proposed change. Such a change would
<br />include any different type or manher of use or irrigation practice (including, but not limited to,
<br />a change from flood irrigation to sprinkler irrigation) that could place an increased demand
<br />for replacement water on the Company's augmentation plan,
<br />Section 2. The Change Application shall be submitted to the Board of Directors of the
<br />Company (referred to as the "Board"), and shall describe the requested change in detail, and
<br />shall include a description of the terms and conditions proposed by the Applicant to prevent
<br />the change from causing any injury to the Company and its shareholders. As part of the
<br />Change Application, the Applicant shall provide to the Board all legal and engineering
<br />information available to the Applicant that is either directly or indirectly relevant to the
<br />Change Application. If, in the reasonable discretion of the Board, approval of the Change
<br />Application will not cause injury to the Company and its shareholders, then the Board shall
<br />approve the Change Application. If, in the reasonable discretion of the Board, approval of the
<br />Change Application will cause injury to the Company or its shareholders, but that such injury
<br />can be prevented by imposing additional terms and conditions on the requested change, then
<br />the Board shall approve the Change Application, subject to all terms and conditions deemed
<br />appropriate by the Board. If, in the reasonable discretion of the Board, approval of the
<br />Change Application will cause injury to the Company and its shareholders, and such injury
<br />cannot be prevented by imposing appropriate terms and conditions, or, if the Applicant
<br />refuses to accept any of the terms and conditions imposed by the Board, then the Board shall
<br />deny the Change Application.
<br />Section 3. In evaluating whether the Change Application can be approved without
<br />injury to the Company and its shareholders, the Board is authorized, in its reasonable
<br />discretion, to obtain engineering, legal, or other professional analyses of the Change
<br />Application, including the terms and conditions proposed by the Applicant in the Application.
<br />The Board shall exercise diligence in its evaluation of the Application, but shall have a
<br />reasonable period of time, not to exceed 180 days from the date upon which the Applicant has
<br />provided the money deposit described in Paragraph (4) below, in which to render its written
<br />decision, unless this deadline is extended by the failure of the Applicant to pay other expenses
<br />due pursuant to Paragraph (4).
<br />Section 4. Any Applicant that submits a Change Application shall reimburse the
<br />Company for the Company's reasonable costs and fees incurred while evaluating the
<br />Application, and for the Company's participation in any Water Court or State Engineer
<br />application and/or litigation proceedings that relate to the Change Application. Prior to
<br />obtaining any engineering, legal, or other professional analyses of the Change Application,
<br />the Company shall obtain a good faith estimate of the costs of such analyses, which shall be
<br />provided to the Applicant within forty-five (45) days of the submission of the Change
<br />Application to the Board. The Applicant shall have sixty (60) days from the date of receipt of
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