C150388 Feasibility Study & Application

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ARTICLE V Board of Directors Section 1. General. Except as otherwise provided in the Colorado Revised Nonprofit Corporation Act, these Articles of Incorporation and the Bylaws of the Company, the management of the affairs of the Company shall be vested in a Board of Directors. The number, term of office, method of selection, powers, authority and duties of the Board of Directors, the time and place of its meetings, and such other matters with respect to it as are not inconsistent with the express provisions of these Articles shall be as specified from time to time in the Bylaws of the Company. Section 2. Limited Liability of Directors. No officer, director or employee shall be personally liable to the Company for monetary damages for breach of fiduciary duty as a director except as provided in §§ 7-128-502, 7-129-102(4), C.R.S., as amended, of the Colorado Revised Nonprofit Corporation Act. ARTICLE VI Members The Company shall have members who shall be issued capital stock. One hundred total shares of capital stock shall be issued, based upon number of acres irrigated by each user. ARTICLE VII Bylaws The bylaws of the Company shall be adopted by a majority of the shares in the Company. The bylaws may only be amended by a vote of two-thirds of the shares in the Company. Such bylaws may contain any provisions for the regulation or management of the affairs of the Company that are not inconsistent with law or these Articles of Incorporation, as the same may from time to time be amended. ARTICLE VIII Amendment of Articles of Incorporation The members reserve the right from time to time to amend, alter, change or repeal these Articles of Incorporation by a vote of two-thirds of the shares in the Company, at a meeting called for such purposes pursuant to prior written notice.