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<br />Articles of Incorporation <br />Page 3 <br /> <br />At-Large Directors: <br /> <br />Thena Walton <br />844 22 Road <br />Grand Junction, CO 81505 <br /> <br />Mike Heinrich <br />856 22 Road <br />Grand Junction, CO 81505 <br /> <br />6.2 The number of directors may be increased or decreased only by amendment of <br />these Articles of Incorporation as set forth in Article 10. Likewise the geographic allocation of <br />the directors may be altered only by amendment of these Articles of Incorporation as set forth in <br />Article 10. No decrease or other alteration shall have the effect of shortening the tenn of any <br />incumbent director. <br /> <br />6.3 Any vacancy in membership of the Board of Directors shall be filled for the <br />remainder of the un-expired tenn by the afftnnative vote of the remaining directors, whether or <br />not constituting a quorum. <br /> <br />Article 7. The corporation at all times shall consist of voting members. <br /> <br />7.1 Membership in the corporation is available only to real property owners who can <br />be readily serviced by the Ditch System and who own at least one share in the Grand Valley <br />Irrigation Company. <br /> <br />7.2 Following the initial incorporation, if there is available capacity in the Ditch <br />System additional members may be admitted by the Board of Directors upon payment of an <br />amount equal to all past assessments allocated to each member of record since the fonnation of <br />the corporation. <br /> <br />7.3 Water service may not be discontinued to a member of record except for failure to <br />pay assessments, and payment of all assessments which are in arrears shall automatically entitle <br />the member to restoration of water service. <br /> <br />Article 8. Each member of record shall have a single vote upon any issue on which <br />members of the corporation are entitled to vote. The cumulative method of voting shall not be <br />allowed in the election of directors. At all meetings of members, 51 % of the members entitled to <br />vote at such meeting, represented in person or by proxy, shall constitute a quorum. <br /> <br />Article 9. Each member of record shall be equally assessed for all expenses of the <br />corporation, including capital improvement costs and maintenance costs, regardless of the <br />amount of water delivered to the member through the Ditch System. <br />