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$ylaws of the Boulder and White Rock Ditch and Reservoir Company Page 5 of 6 <br />These by-laws or any of them may be added to, altered, amended or repealed by the Board of Directors <br />at any regular meeting, or special meeting called for that purpose, by majority vote of the Directors of <br />the Company. <br />Article XVI -Quorum <br />At all meetings of the Directors, three Directors present shall constitute a quorum for the transaction of <br />business. <br />Article XVII -Indemnification <br />Except to the extent that such sums are covered by insurance, the company and its shareholders shall <br />indemnify any person who is a parry or is threatened to be made a party to any threatened or pending <br />civil action, suit, or proceeding, by reason of the fact that such person is or was a director, officer, or <br />employee of this company, against expenses (including attorney's fees), judgments and amounts paid in <br />settlement actually and reasonably incurred by such person in connection with such action, suit, or <br />proceeding, unless such person's acts or omissions were dishonest, fraudulent, malicious, criminal, ultra <br />vires or the result of gross negligence. (The foregoing article was adopted by the Board of Directors on <br />February 3, 1986) <br />Article XVII -Miscellaneous Provisions <br />17.1 Waiver. Failure by the Company to enforce any bylaw or restriction in these Bylaws shall in no <br />event be deemed a waiver of the right to do so thereafter. <br />17.2 Titles. Titles are for convenience of reference and do not change the meaning of the contents of the <br />Bylaws and sentences. <br />17.3 Severability. In the event any of the provisions of these Bylaws, or any Article, title, paragraph, <br />sentence, or word, or the application thereof in any circumstance shall be invalidated, such invalidity <br />shall not affect the validity of the remainder of these Bylaws. The application of any such Article in any <br />other circumstance shall not be affected thereby. (The foregoing articles 17.1, 17.2, and 17.3 were <br />adopted by the Board of Directors on February 6, 1984) <br />J. R. Forsyth was elected President of the Company till the next annual election, Thomas Kneale was <br />elected Vice President and W. L. McCaslin was appointed Secretary and Treasurer. Motion that William <br />Siglinger be employed as Superintendent of the ditch at a salary of $1,000 per annum. Seconded. <br />Carried. <br />The following resolution was then offered: <br />RESOLVED BY THE BOARD OF DIRECTORS OF THIS COMPANY that in consideration of the <br />transfer and conveyance by The Boulder & White Rock Ditch Company and its trustees or directors of <br />all its property, rights, privileges, water rights, ditch and decrees to this company, that the President and <br />Secretary of this company are hereby authorized and directed to execute and delivered to the respective <br />stockholders in said the Boulder & White Rock Ditch Company, certificates of stock in this company in <br />the proportion of sixteen and one-half (16 1/2) shares of the capital stock of this company to one (1) <br />share in said The Boulder & White Rock Ditch Company, upon delivery and surrender to the Secretary <br />http://www.ditchcompany.com/bylawsbwr.html 10/1/2008 <br />