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I I I I I I I I I I I I I I I I I I I AepEIU;)/~ It BY,LAWS OF THE WESTERN MUTUAL DITCH COMPANY Adopted March 16. 1909 . with all Amendments through December 9. 1996 Article 1 Stockholder,,' Mf'letinn SectIon 1. The annual meeting of stockholders shall be held at the principal office of the Company on the second Monday in December of each year and shall be called to order at 2:00 o'clock p.m. Public notice of the time and place of holding such annual stockholders' meeting and of all 9"neral or special stockholders' meetings shall bit published not less than ten (10) days previous thereto in The Greeley Tribune and by delivering personally or depositing in the Post Office. at least thirty (30) days before such meeting, a notice signed by the PresKIent or Secretary, stating the time. place and objects of the meeting. No business shall be transacted at a special meeting <" except such as shall be mentioned in said notice. and business not so specified shall be out of order. If any stockholders fail to furnish the Secretary with his correct Post Office address he shaJl not be entitled to separate notice. S8CtlOn 2 In case it happens that an election of directors shall not be held on the day designated by S8ction 1 of the Article. such directors may be chosen at any subsequent meeting of stockholders. at which the majority of the stock is rep~ented. such meeting to be called by the directors or any two stockholders may call such meeting by giving public notice of the time and place of holding such meeting in the manner provided. in Section 1 of the Article. Provided. if a majority of the stock. be not represented at any meeting so called. it may be adjourned by the stockholders present for a period not exceeding < sixty days. Section 3 The polls for election of directors at all stockholders' meetings shall be kept open at least one j 1} ~ hour. The election shall be by such of the stockholders as attend for that purpose in person or by proxy: provided. a majority of the stock issued be represented. If a majority of the stock be not represented. the meeting may be adjourned by the stockholders present for a period not axceeding sixty (60) days at one adjournment. The Prasident of the Board shall call the meeting to order and appoint a committee of three on credentials and when it is found by the report of said committee or otherwise that a majority of the stock is represented in person or by proxy at such meeting or adjourned meeting, the stockholders shall proceed to nominate directors, with each stockholder having th~ right to nominate candidates for director. The election shall be by written ballot. Each stockholder shall have the right to vote in person or by proxy the number of shares ownsd 'by him and the numbsr of shares represented by proxy by him and may vote said number of shares for as many directors as are to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. The persons hav;ng the highest number of votes in consecutive order shall be declared elected for that year. SectIon 4 The President of the BOBrd. and in his absence the Vice-President. shall preside at all stockholders' meetings. when neither are present the stockholders may elect a chairman from their number. The Secretary of the Corporation shall act as Secretary of all stockholders' meetings. and keep ail their minutas. providad. that when he is absent the stockholders may by majority vote choose a Secretary. At all stockholders' meetings a majority of all the stock must be represented in person or by proxy to constitute a quorum to transact any business. Article 2 Board of Directors SectIon 1 The Board of Directors of the Corporation shall consist of fIVe persons, who shall be stockholders. At the annual meeting of the stockholders in 1977 there shall be elected five members to the Board of Directors with one director elected for a term of three years and the successor to said director shall be electad in 1980 and every three years thereafter. two directors elected for a term of two years and their successors shall be elected in 1979 and every three years thereafter. two directors elected for 8 term of one year and their successors shall be elected in 1978 and every three years thereafter. Section 2 The ennuel election of directof3 shall be hald at the principal office of the company on the second Monday of December as provkied in Article 1. Section 1, and the term of office of those elected shail commence at once; immediate4y after annual stockholders' meeting the new B08rd shall meet. and organize for the purpose of electing a President and Vice President from their number. Such election shall be by ballot and the affirmative vote of the majority of the whole Board of Directors shall be required for a choice. Whenever a vacaney shall occur in the office of President or Vice President. it shall be fined in like manner, at a speciBl meeting of the board called for that purpose. or at a stated meeting: in either case due notice shall be given to each mamber of the Board of the proposed election. S!':ction 3. Election to fill vacancies occurring in the Board of Directors shall be by ballot. and an affirmative vote of a majority of the whole Board for the time being shall be necessary to a choice. No director shail be elected tlXClJpt at a regular stat"'" meeting of the Board or at a special meeting called for that purpose. Section 4. A statad meeting of the Board ot Directors shall be held at such place as the Board may designata. Soeciai meetings of the Board may be called at any time bv the President. and shall be so called at the request in writing of two directors. At all melllangs at the 80ard a majoritY of the members shaH constitute a quorum for the transactiol1 of -< business.