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, . . ARTICLE VII DISSOLUTION Upon dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities and obligations as set forth in C.R.S. ~ 7-26-103, as it may be amended from time to time, shall be paid over or transferred to the shareholders and former shareholders of the corporation as determined by the board of directors of the corporation in accordance with the requirements of Section 501(c)(12) of the Internal Revenue Code of 1986, as it may be amended from time to time. ARTICLE VIII MISCELLANEOUS Section 8.1 Account Books. Minutes. Etc. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees. All books and records of the corporation may be inspected by any shareholder or director, or such person's authorized agent or attorney, for any proper purpose at any reasonable time. Section 8.2 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors. Section 8.3 Conveyances and Encumbrances. Upon the approval of 90% of the total votes of the Class A common stock of the corporation, all or any portion of Eagle Park Reservoir or any associated water rights may be sold, exchanged, leased, assigned, conveyed, encumbered or disposed of by such officers of the corporation as may be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance, and upon the approval of the board of directors, other assets may be sold, exchanged, leased, conveyed, encumbered or disposed of; provided, however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by the articles of incorporation or applicable statute. Section 8.4 Conflicts ofInterest. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with such person, any member of such person's family, or any entity in which such person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall: (a) immediately inform those charged with approving the transaction on behalf of the corporation of such person's interest or position; (b) aid the persons charged with making the decision by disclosing fd0985 -11-