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. . " ARTICLE III Board of Directors Section 1. corporation shall be wise provided in the of Incorporation. General powers. The business and affairs of the managed by its Board of Directors, e~cept as other- Colorado Nonprofit Corporation Act o~ the Articles Section 2. Number, TePure and Qualifications. (a) The number a! directors ,of the corporation shall be seven. Directors shall serve tnree year terms and shall be elected in a staggered pattern so that ~o more than three directors shall be up for election in any given ye~r. (b) The directore, to be eligible to such offices or to continue therein must own la~d which is irrigated from the company's irrigation water delivery syste~ and must own stock in the company. In addition, the directors who ~epresent the area served by the re- 'spective lifts or the Power Can~l as described in paragraph (d) below, must own and irrigate land served by such lifts or the Po~er Canal. (c) Each directo~ shall hold office until he comes before the shareholders for election at an annual meeting of the share- holders, and he shall hold his office thereafter until his successor shall have been elected and qualify. Directors shall be removable in the manner provided by the Statutes of Colorado. (d) The schedule of election of directors as will apply in the 1976 election shall be as follows: One Director from the First Lift or Stub DitCh, next 71,0, f.() l, 1/ election year 1976; One Director from At-Large, next election year 1976; 7"/,'-: ..:" -(I One Director from the Second Lift, next election year 1977; iDln,6""~"1 One Director from At-Large, next election year 1977;.:.,..:.. ;." One Director from the Power Canal, next election year 1978; iI, (\t..1,'i,' One Director from the First Lift or Stub Ditch, next elec- 1 tion year 1978; One Director from the Third Lift, next election year 1978. Section 3. Vacancies'. Any director may resign at any .time by giving written not~ce to the president or to the secretary of the corporation. Such resignation shall take effect at the time speci- fied therein: and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorShip to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by election at an annual meeting or at a special meeting of shareholders called for that purpose. Section 4. Reqular Meetinqs. A regular meeting of the Board of Directors shall be held without other notice than this By- Law at the office of the company on the second Thursday of' each month unless said day falls upon a legal holiday, in which case the meeting shall be held upon the following day. Section 5. Special Meetinqs. Special meetings of the Board of Directors may be called by the president or any three directors by giving one day's notice'of the proposed meeting to each director. Notice in such case shall be personal, telephonic or written notice given to each director at his home o~ place of business. -4-