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I I . 1-,,- I I I I I I Ie/ I I I I I I I ..- I ARTICLE VII REGULATION OF AFFAIRS A. The first Board of Directors shall promptly adopt the Bylaws of this corporation, which Bylaws, among its other provisions, shall: 1. Prescribe the number or directors, not fewer than five (5) or more than fifteen (15), to constitute the Board of Directors. B. Each director shall serve for a term of two (2) years or until a successor is,elected. Any vacancies in the BOard of Oirectors shall he filled as provided by the Bylaws of the corpora- tion. The initial Board of Directors shall elect their successors at the first board meeting. Thereafter the Board of Directors shall be elected by the members of the corpora- tion as provided in the Bylaws. Nothing shall prohibit a member of the Board of Directors from serving successive terms. C. The personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director is limited to the full extent provided by Colorado la'W. D. The corporation shall indemnify its directors to the full extent permitted by Colorado la'W. ARTICLE VIII MEMBERS The members of the corporation shall be those indivi- duals or organizations receiving 'Water from the Grand Valley '~rigation Company canal through the lateral managed by the corporation, otherwise kno'Wn as the Headgate 135 Lateral. The corporation shall issue cert-ificates evidencing membership in the corporation and each member shall be entitle to one share in the Headgate 135 Lateral, Inc., for each five shares of Grand Valley Irrigation Company water delivered to the headgate. There shall be no preemptive rights, however, all voting for Board of Directors members shall be by cumulative voting of the shares of the corporation.