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<br />ARTICLE III <br />BOARD OF DIRECTORS <br /> <br />1. General Powers. <br /> <br />The business and affairs of the corporation shall be managed by Its board of <br />directors The directors shall in all cases act as a board, and they may adopt such rules <br />and regulations for the conduct of their meetings and the management of the corporation, <br />as they may deem proper. IIOt illcolIsisteilt with these by-laws and the laws of this State <br /> <br />2. Number, Tenure and Qualifications. <br /> <br />(a) The number of directors of the corporation shall be four, who shall be elected <br />or appointed annually as hereinafter provided. Three members of the board of directors <br />shall be elected annually by the shareholders by simple majority vote based upon one vote <br />per share owned. Election of the board of directors shall take place at the annual <br />shareholder meeting as provided iil Article II. <br /> <br />(b) For so long as the Town of Windsor is a shareholder of the corporation, the <br />fourth member of the board of directors shall be a member of the board of trustees of the <br />Town of Windsor and shall be appointed by that boar.d subject to approval by the <br />shareholders of the company. Upon the termination of that director's service on the board <br />of trustees of the Town, his service shall likewise terminate on the board of directors of this <br />corporation. Thereafter, the board of trustees of the Town of Windsor shall appoint his <br />replacement and that appointment shall be subject to approval by a majority of the <br />shareholders of the company, <br /> <br />(c) Each director shall hold office until the next annual meeting of shareholders <br />or until his successor shall have been elected and qualified except as herein provided <br /> <br />3. Regular Meetings. <br /> <br />A regular meeting of the board of directors shall be held without other notice than <br />this by-law immediately after, and at the same place as, the annual meting of tile <br />shareholders. The board of directors may provide, by resolution, the time and place, within <br />the County of Weld or Larimer and State of Colorado, for the holding of additional regular <br />meetings without other notice than such resolution. <br /> <br />4. Special Meetings. <br /> <br />Special meetings of the board of directors may be called by or at the request of the <br />president or any two directors. The person or persons authorized to call special meetings <br />of the board of directors may fix any place, within the County of Weld or Larimer and tile <br />State of Colorado, as the place for holding any special meeting of the board of directors <br />called by them. <br /> <br />F \KFlIKERN RESERVOIRIBYLAWS <br /> <br />4 <br />