C153857 Feasibility Study

• Contract/PO #: C153857
• Contractor Name: Western Mutual Ditch Company
• Contract Type: Loan
• Water District: 2
• County: Weld
• Bill Number: SPL
• Loan Projects - Doc Type: Feasibility Study

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SMrion 5 When the CQrporation shall have no income sufficient to keep its canal in good repair. the Board
of Oirectors shall have the power to meke an assessment on its paid up capital stock. which shall be levied profata on all of the
Shtlfl!lS and peyable in money for the plJrpose of keeping the canal and property in good repair and fOf the payment of any claim
against the CO'lloration not otherwise provided for. Provided. no such assessment shall be made unless the question shall have
been first submitted to the stockholders at the annual stockholders' meeting or a special stockholders' meeting cal1&d for the
purpose and a majority of the stock.holders either in person or by proxy voting thereon shall vote in favor of making such
assessment. Where such assessment shall have been duly made by stockholders who shall fail, neglect or refuse to pay the
same when due and after norics thsreaf shall not be entitled to draw or rsceiv8 any water from or through said canal until such
assessment is fullv paid and the superintendent shall tum out no water for such delinquent in any lateral. and shall close his
lateral gate so that he can draw no part of his appropriation of the water flowing in said canal until such asseS'sment is fully paid.

Section B In addition to the right of the Corporation to withhold delivery of water for non-payment of
assessments as provided in Section 5 above, the Corporation shaU have a perpetual lien upon all shares of stock in the Company
to secure paymem of assessments. Such lien shall be superior to all other liens of any kind, including judgment liens. tax liens
and security interests. All assessments not paid when due shall bear Interest at the rate 01 1.8% per annum from the due date
until paid. An action may be maintained by the Corporation to recover any unpaid assessment. together with interest thereon
if any such sum shall remain due and unpaid for the period of tW8my (20) days after personal demand therefore. or if personal
dftmand is not made within thirty (30) days after a written or printed demand has been deposited In the Post Office. properly
addressed to the Post Office addre'!!!s of the delinquent stockholder. Additionally, the directors may declare a forfeiture of the
stock or offer it for scde to satisfy the lien herein provided on the failure to pay assessment thet mev become due but no forfeiture
of stock. or safe thereof sha!l be <teetared 8S against any estate or any stockholder before demend has been made for the amount
due thereon either in person or by written or printed notice duly mailed to the la:st known address of the stockholder at least thirty
(30) days prior to the time the forfeiture or sale is to take effact. In the event of a sale. any pfoceeds over and above the amount
due on these shares shall be paid to the delinquent stockholder. In addition to the assessment and interest as above provided.
the Corporation shall have the right to assess and recover from the delinquent stockholder all expenses incurred in collection.
forfeiture or sale of the shares including reasonable attorneys fees incurred by the Corporation.

Article 6

Oi~tribtlrion of WAter

Section 1. The said ditch shall be owned and used (except as to water run therein for stO(lllge) for irrigating
the lands owned by the individual members and stockholders of the Corporation and its appropriations flowing therein shall be
distributed to all its stockholders pro rate according to the number of share'!!! held by each. Any water entided to flow and flowing
in '!!!aid canal for storage in reservoir belonging to third persons, shall be delivered to such owner at his leteral headgate in the
amount to which he may be lawfully entitled.

SAction 2. The delivery of Water to stock.holders shall only be made to the properties along the existing ditch
system. The Corporation shall not be required to deliver weter outside of the existing ditch systern or for any use other than
agricultural irrigation. The COfl)oration shall not be required to deliver water in any wey or for any uae which would violate the
. water laws of the State of Colorado.

SAcrion 3. No trensfer of shares by a stockholder shall be; made where the requirement for delivery of water
would require any change in the Corporation's works or conduits to the prejudice of another stockholder or which would require
a capital expenditure for enlargement or cunailment of the flow of water in the ditch so that delivery C8n be made to other
stockholders in the same volume as has been made traditionally. This section does not prohibit sale of stock from one
:stockholder to another stockholder within the ditch system.

Article 7

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Secnoo 1 The following shat! be the !eel of the Corporation: The words "Tn.. W"!Jtl'trn Mutual Ditch Comoanv.
WAld COUON Colorado" in e circle and the word ..~.. in the center. substantially as follows:

ArticleS

Indamnifieation of Officers and Dlr8ctor~

SftcfTnn , Each director end officer of this Corporation. whether or not th~n in office. and his personal
representatives, shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him
in connection with the defense of any action. suit or proceeding in which he may be involved or to which he may be made e part
by r88son of his being or having been such director or offlcer. exc81)t in retation to matters as to which he shall be finally adjudged
in such action. suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such costs and expenses
shat! include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation. but only if the Corporation
is advis.ed in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct.
The foregoing right of indemnification shalt not be sxclusive ot other rights to which he may be entitled as a matter ot law or by
agreflment.

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I hereby certify that the above and foregoing are the true and correct By-laws of the Corporation.

Secretary

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