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Board of Directors by a majority of the Board; provided that any proposed amendment or change must be submitted in writing and filed with the Secretary at least thirty (30) days, and a copy of the same must be personally delivered or properly mailed to each Director not less that ten (10) days, before the same may be acted upon or adopted by the Board of Directors. (Adopted by the Board of Directors July 17, 1984) { Section 37 and Section 38 adopted and added January 8, 19921 COMPLIANCE WITH CHANGE DECREES Section 37. Revepetation Any shareholder desiring to convert any shares of stock in the Company to non - irrigation use as permitted by the final Decree entered in Case Nos. 84CW62, 63 and 64, Water Court, Water Division No. 2, shall first apply to the Board of Directors for approval of such conversion, and shall specify in writing: (1) The number of shares to be converted; (2) The proposed use and place of use of such shares; (3) The description of lands to be dried up as a result of such conversion; (4) How such dried up lands will be revegetated as required by paragraph 11 of the Stipulation with Proxy Group in Case Nos. 84CW62, 63 and 64 dated October 16, 1985, and the Stipulation to Dismiss with Prejudice in Case No. 88CW16, Water Court, Water Division No. 2; and (5) The names of the party or parties responsible for revegetation. In considering such request, the Board may also require the shareholders requesting conversion and the party or parties to be responsible for revegetation to execute such other written undertakings or agreements as the Board determines are necessary to assure full compliance with the final Decrees in Case Nos. 84CW62, 63 and 64, the Stipulation with Proxy Group in said cases, the Stipulation to Dismiss with Prejudice in Case No. 88CW16, the Company's Articles of Incorporation, By -Laws and Regulations, Lake Meredith Res. Co. 3/7/03 Feasibility of Outlet Channel Page 12