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t <br />t <br />1 <br />1 <br />1 <br />1 <br />1 <br />1 <br />Y a T <br />, y i <br />~~ <br />AMENDED AND RESTATED <br />BYLAWS <br />OF <br />WRCC, INC. <br />The board of directors of WRCC, Inc. (the "Corporation") has adopted these bylaws of <br />the Corporation (these "Bylaws") pursuant to Colorado Revised Statutes ("C.R.S.") Section 7-- <br />130-201. Defined terms used but not defined herein shall have the meanings ascribed thereto in <br />the Articles of Incorporation. <br />ARTICLE 1 <br />OFFICES <br />The principal office of the corporation shall be located at 106 Elm, Eaton, Colorado <br />80615. The board of directors may change the principal place of business at any time. The <br />corporation may also have offices at other places within or outside of Colorado as the board of <br />directors may from time to time approve. <br />ARTICLE 2 <br />MEMBERS <br />Section 1. Qualification. The Corporation shall have one class of Members who are <br />assessable annually for a monetary payment to the Corporation for costs, expenses, investments <br />and obligations of the Corporation. Memberships shall be reflected by the issuance of common <br />stock. <br />Section 2. Assessments. Assessments shall be established in accordance with C.R.S. <br />§ 7-42-104. Failure to make the required payment or contribution cause the member's privileges <br />or membership to be suspended, as determined by the board of directors in accordance with <br />Colorado law including but not limited to C.R.S. ~ 7-126-302 and § 7-42-104, as may be <br />amended or replaced from time to time. Furthermore, the Board of Directors may at its <br />discretion cease delivery of water to any Member whose assessments are not paid in full at <br />anytime when assessments are past due by twenty or more days. In addition, an action may be <br />maintained in the name of the Corporation to recover any assessment which shall remain due and <br />unpaid for a period of twenty days after personal demand thereof, or if no personal demand is <br />made, within thirty days after a written demand has been deposited in the post office properly <br />addressed to the delinquent Member. Thereafter if assessments remain unpaid the Member shall <br />forfeit his or her stock pursuant to § 7-42-104. The proceeds of any sale of such stock over and <br />above the amount due on the shares shall be paid to the delinquent Member. <br />