C150389 Attorney Opinion Letter and Shareholders Info

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BYLAWS OF HALM DITCH COMPANY . Page Eleven (c.) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. (d.) The board of directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative offices, or authorize the officers so to do. No officer, director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct or gross negligence. These Emergency Bylaws shall be subject to repeal or change by further action of the board of directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. ARTICLE XIII. ASSESSMENTS At the annual meeting of the members, and frcam time to time as required, the board of directors •Shall establish: (1.) A minimum annual charge per membership; and (2.) A single fixed rate for water usage in excess of item (1.) , -which shall be based upon actual water consumption as measured by water meters appropriately placed along the Haldi Ditch, and which shall be uniformly levied without regard to quantity utilized by each member. The board of directors shall take into consideration the following factors upon establishing said minima annual charge and single fixed rate: (a.) Past and anticipated expenses of operation and maintenance; and (b.) Repayment of indebtedness, if any; and (c.) Creation of a proper reserve fund for anticipated capital impio%iewielts and emergencies. ARTICLE XIV. INSURANCE To the extent deemed feasible by the board of directors, property insurance for casualty and liability coverages and directors and officers insurance for errors and omissions coverages shall be obtained and maintained in such amounts as shall be consistent with good business and insurance practices.