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Appendix B - BY -LAWS OF THE LAKE MEREDITH RESERVOIR COMPANY [ORIGINAL 1984 AND INCLUDING ALL AMENDMENTS ADOPTED PRIOR TO July 12, 2000] OFFICERS Section 1. General. Election and Term of Office The officers of this Company shall consist of a President, Vice - President, General Manager, Secretary, Assistant Secretary and Treasurer, and such additional officers as the Board of Directors may authorize, who shall be chosen annually by the Board of Directors at their first meeting following the annual meeting of the stockholders in each year. They shall be elected by and from the Board of Directors, except the General Manager, the Secretary and the Assistant Secretary, who may or may not be Directors. Said officers shall hold their respective offices until their successors are elected or appointed and enter upon the duties of their offices. The offices of Secretary and General Manager may be held by the same person. Section 2. Vacancies Vacancies in such offices may be filled by the Board of Directors at any time. Section 3. President It shall be the duty of the President to preside at all meetings of the Directors, to sign all bonds, deeds, leases, agreements or other instruments of writing made or entered into by or on behalf of the Company and to sign all certificates of stock, which shall also be signed by the Secretary. The President shall exercise a general supervision over the entire business of the Company and each department thereof, and shall, in general, have all the powers and perform all the duties usually incident to the office of President of like companies. Section 4. Vice - President It shall be the duty of the Vice - President to perform all such duties and functions as belong to the office of President in the absence of the President or his inability to act, and to perform such other duties as the Board of Directors may, from time to time, in writing direct.