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<br />. <br /> <br />. <br /> <br />shareholders for monetary damages for the following: (a) any breach of such director's duty of <br />loyalty to the Corporation or to its shareholders, (b) any of such director's acts or omissions not <br />in good faith or which involve intentional misconduct or a knowing violation ofIaw, (c) acts <br />specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a <br />director's assent to or participation in the making of any loan by the Corporation to any director <br />or officer of the Corporation), or (d) any transaction from which such director derived an <br />improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to <br />authorize the further elimination or limitation of the liability of directors, then the liability of a <br />director of the Corporation, in addition to the limitation on personal liability provided herein, <br />shall be further eliminated or limited to the fullest extent pennitted by the Colorado Nonprofit <br />Corporation Act. Any repeal or modification of this Article VII shall be protection of a director <br />of the Corporation existing at the time of such repeal or modification. <br /> <br />7.2 Indemnification. The current and fonner officers, directors, employees and agents <br />of the Corporation, and the legal representatives of any such persons, may be indemnified by the <br />Corporation, at its discretion, to the fullest extent pennitted by Colorado law. <br /> <br />ARTICLE VIII - ASSESSNIENTS <br /> <br />8.1 Power to Assess: Approval. (a) The Corporation shall have the power to make <br />assessments from time to time on its Class A common stock for ordinary repair, maintenance and <br />operation of the assets of the Corporation, or for the purchase of any outstanding shares of the <br />Corporation's Class A common stock. Any such assessments shall be levied pro rata on the <br />outstanding shares of Class A common stock upon the approval, at an annual or special meeting <br />called for such purpose, if a quorum is present, of a majority of the votes of the outstanding <br />shares of Class A common stock represented at such meeting either in person or by proxy. Any <br />such assessments shall be used only for the purpose of paying the expenses of the Corporation, <br />including but not limited to administrative, engineering and legal fees and expenses, the costs of <br />keeping Eagle Park Reservoir and other property of the Corporation associated with Eagle Park <br />Reservoir in good repair and in compliance with aU applicable local, state and federal laws, rules <br />and regulations, including but not limited to those relating to dam safety, and for payment of any <br />indebtedness theretofore contracted by the Corporation and any interest accrued thereon. For the <br />purpose of this paragraph, "ordinary repair, maintenance and operation" shall consist of the cost <br />of insurance and the repair and maintenance of the existing dam, spillway, outlet works and other <br />appurtenant facilities of Eagle Park Reservoir. <br /> <br />(b) The Corporation shall have the power to make assessments for capital <br />improvements from time to time on its Class A common stock. Any such assessments shall be <br />levied pro rata on the outstanding shares of the Class A common stock upon the approval, at an <br />annual or special meeting called for such purpose, if a quorum is present, of 67% of the votes <br />represented at such meeting. For the purpose of this paragraph, "capital improvements" shall <br />consist of placement of a new or enlarged dam, spillway, outlet works, pipeline or the relocation, <br />the enlargement and expansion of Eagle Park Reservoir. <br /> <br />fd0984 <br /> <br />-6- <br />