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<br />. <br /> <br />. <br /> <br />ARTICLE VI - DIRECTORS <br /> <br />6.1 Board of Directors. The initial board of directors of the Corporation shall consist <br />of seven persons, and the names and addresses of such persons, who are to serve as directors <br />until the fust annual meeting of the shareholders or until their successors are elected and shall <br />qualify, are as follows: <br /> <br />Dennis Gelvin <br />846 Forest Road <br />Vail, CO 81657 <br /> <br />Frederick Sackbauer <br />P.O. Box 3267 <br />Vail, CO 81658 <br /> <br />Eric Kuhn <br />Colorado River Water <br />Conservation District <br />P.O. Box 1120 <br />Glenwood Springs, CO 81602 <br /> <br />Paul Testwuide <br />Vail Associates, Inc. <br />P.O. Box 7 <br />Vail, CO 81658 <br /> <br />'Richard D. MacCutcheon <br />P.O. Box 959 <br />Avon, Colorado 81620 <br /> <br />Tamra Underwood <br />Vail Associates, Inc. <br />137 Benchmark Road <br />Avon, CO 81620 <br /> <br />Joe Macy <br />Vail Associates, Inc. <br />P.O. Box 7 <br />Vail, CO 81658 <br /> <br />The number of directors shall be fixed by and may be altered from time to time as provided in <br />the bylaws of the Corporation. <br /> <br />6.2 Desi!1nated Directors' Seats. (a) For so long as the Colorado River Water <br />Conservation District, Eagle River Water and Sanitation District, Upper Eagle Regional Water <br />Authority, or Vail Associates, Inc. is a shareholder of the Corporation holding not less than <br />1000 shares of the Class A common stock of the Corporation, such party shall be entitled to <br />nominate, and shall have the exclusive right to elect, one director to the board of directors. <br /> <br />(b) If any of the parties named in subparagraph (a) above transfers 1000 or <br />more shares of the Corporation's Class A common stock to any third party not named in <br />subparagraph (a) above, such party may, upon notice to the Corporation, transfer with such <br />common stock the right of the transferor to nominate and elect a director. <br /> <br />ARTICLE VII - LIABILITY; INDEMNIFICATION <br /> <br />7.1 Director Liability. No director shall be personally liable to the Corporation or to <br />its shareholders for monetary damages for any breach of fiduciary duty as a director, except that <br />the foregoing shall not eliminate or limit such director's liability to the Corporation or to its <br /> <br />fd0984 <br /> <br />-5- <br />