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DUTIES OF OFFTC-FRS MAY BF DELEGATED 38. In case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, this board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire board concur therein. CORPOR.ATF STOCK 39. (as amended 3/6/89) Upon surrender of the certificate standing in the name of the Company, each stockholder of the Company shall receive a certificate or certificates for the number of shares of corporate stock to which he may be entitled to the extent of the percentage of ownership of the common capital stock that the stockholder presently owns in the CATLIN CANAL COMPANY and /or THE CANON HEIGHTS IRRIGATION AND RESERVOIR COMPANY. All fractional shares shall be computed to the nearest ten thousandth and rounded off on each certificate to the nearest one. thonsandth_ For those stockholders owning shares in the CATLIN CANAL COMPANY, for each share of CATLIN CANAL COMPANY stock owned, the shareholder shall receive 1.1635 shares of THE PISGAH RESERVOIR AND DITCH COMPANY. For those stockholders owning shares in THE CANON HEIGHTS IRRIGATION AND RESERVOIR COMPANY, for Poch share of THE CANON IIFIGHTS IRRIGATION ANT) RFCFRVOTR COMPANY stock owned, the shareholder shall receive 1.0086 shares of THE PISGAH RESERVOIR AND DITCH COMPANY. Each share of the capital stock of the said Company so issued shall be fully paid, and each certificate thereof shall be signed by the President and Secretary of the Company, under the seal thereof, and shall be numbered in the order in which it is issued_ TRAN;SFFR OF STOCK 40. (as amended 3/6/89 and 12/3/2001) Section 1. The holders of any shares of the capital stock of THE PISGAH RESERVOIR AND DITCH COMPANY, their successors in interest or assigns, shall not be able to sell any shares of stock in the Company without also selling an equal percentage of ownership of shares of stock in either the CATLIN CANAL COMPANY or TIIF CANON HEIGHTS IRRIGATION AND RESERVOIR COMPANY. No requested transfer of stock will be deemed valid unless the request for the equivalent amount of f ATI,TN CANAL COMPANY stock or THE CANON HFT(:HTS IRRIGA- TION AND RESERVOIR COMPANY stock accompanies such request. The purpose of this By -law is to prevent any attempt by any individual shareholder or a group of share- holders from selling or attempting to sell or hypothecate any shares of stock in this Company separate and apart for any purpose whatsoever. The only method by which said stock may be sold separate and apart is only upon a vote of the shareholders at a meeting called for that purpose and then only by a positive vote of a majority of the votes entitled to be cast at which a quorum is present. ti