C150389 Attorney Opinion Letter and Shareholders Info

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BYLAWS OF l iALD I DITU I COMPANY Page Two Section 3. Place of Meeting. The board of directors may designate any place within the County of Boulder as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or outside the State of Colorado, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Colorado. Section 4. Notice of Meeting. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than thirty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his, her, or its address as it appears on the books of the corporation, with postage thereon prepaid. Section 5. Closing of Books or Fixing of Record Date. For the purpose of determining members entitfed to notice of or to vote at any meeting or any adjournment thereof, or'in order to make a determination of membership for any other proper purpose, ;he board of directors of the corporation may provide that the books shall be closed for a stated period but not to exceed, in any case, thirty-one days. If the books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of the membership,` such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the books, the board of directors may fix in advance a date as the record date for any such determination of membership, such date in any case to be not more than fifty days and, in case of a meeting of members, not less than ten days prior to the date on which the particular action, requiring such determination of membership, is to be taken. If the books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of membership. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof. Section 6. Votin Record. The officer or agent having charge of the. books for the corporation shad make a complete and current record of the members entitled to vote at each meeting of the members or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares of the Left Hand Ditch Company held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.