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APPENDIX B TERRACE IRRIGATION COMPANY BY -LAWS I. INCORPORATION This company shall be known as "THE TERRACE IRRIGATION COMPANY ", a mutual irrigation company, incorporated July 11, 1941. II. SEAL The seal of this Company shall contain the word "SEAL" in the center thereof, with the words: "THE TERRACE IRRIGATION COMPANY" in the form of a circle around the same. III. OFFICERS The officers of this Company shall consist of a President and Vice - President, who shall be chosen from the members of the board; a Secretary and Treasurer who may or may not be chosen from the members of the board, and both of which offices may be held by one person, at the first meeting of the board of directors after the annual meeting of stockholders each year. IV. BOARD OF DIRECTORS The Board of Directors shall consist of three members and vacancies in the board shall be filled by the remaining members of the board after the first meeting of the board after such vacancy shall occur. All members of the board shall serve for a term of three years with a maximum of three terms or until their successors shall be elected and qualified. One non - owner /operator can serve on the board provided at all times he is involved with the opera- tion and management of the real property on which Terrace Irriga- tion Company water shares are used. V. DUTIES OF OFFICERS Section 1. RrPsid nt: The President shall preside at all meetings of the directors and stockholders. He shall sign, as president, all certificates of stock, all notes and obligations, and all contracts and conveyances and other papers requiring the corporate seal; and shall in general be the chief executive.officer of the Company. He shall present a report of the general condition and transactions of the Company at the annual stockholders' meet- ing. Section 2. Virp- presiglant: The Vice - President shall act at all directors' and stockholders' meetings in the absence of the President, and shall perform all executive acts required of the President when the President is absent or unable to act.