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BYLAWS OF }1AU)l DITCH COMPANY <br /> Page Ten <br /> ARTICLE IX. CORPORATE SEAL <br /> The board of directors shall provide a corporate seal which shall be <br /> circular in form and shall have inscribed thereon the name of the corporation <br /> and the state of incorporation and the words "Corporate Seal". <br /> ARTICLE X. WAIVER OF NOTICE <br /> Whenever any notice is required to be given to any member or director <br /> of the corporation under the provisions of these Bylaws or under the provisions <br /> of the Articles of Incorporation or under any statute, a waiver thereof in writing <br /> signed by the person or persons entitled to such notice, whether before or after <br /> the time stated therein, shall be deemed equivalent to the giving of such notice. <br /> ARTICLE XI. AMENDMENTS <br /> Subject to ARTICLE ELEVENTH of the Articles of Incorporation, these Bylaws <br /> may be altered, amended, or repealed and new Bylaws may be adopted by a majority <br /> vote of the membership of the corporation entitled to vote at any annual meeting, <br /> or at a special meeting called for that purpose. If, however, all of the members <br /> of the corporation entitled to vote shall be present at any annual or special <br /> meeting, these Bylaws,may be altered, amended, or repealed and new Bylaws may be <br /> adopted by a unanimcs vote without any previous notice. <br /> ARTICLE XII . EMERGENCY BYLAWS <br /> The Emergency Bylaws provided in this ARTICLE XII. shall be operative during <br /> any emergency in the conduct of the business of the corporation, notwithstanding <br /> any different provision in the preceding Bylaws or in the Articles of Incorporation <br /> of the corporation. To the extent not inconsistent with the provisions of this <br /> Article, the Bylaws provided in the preceding Articles shall remain in effect <br /> during such emergency and upon its termination the Emergency Bylaws shall cease <br /> to be operative. <br /> During any such emergency: <br /> (a.) A meeting of the board of directors may be called by any oflicer or <br /> director of the corporation. Notice of the time and place of the meeting shall <br /> be given by the person calling the meeting to such of the directors as it may <br /> be feasible to reach by any available means of communication. Such notice shall <br /> be given at such time in advance of the meeting as circumstances permit in the <br /> judgment of the person calling the meeting. <br /> (b.) At any such meeting of the board of directors, a quorum shall consist <br /> of a majority of said board of directors. <br />