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<br />~V, ~V' ..... <br />.... . ." <br />. ...... <br /> <br />...:.1'.... <br /> <br />',-,,:'. <br /> <br />.... ..: .... <br /> <br />~ .. .;, <br /> <br />'., .....:...-..... <br /> <br />,: ;.:;-:. ?:~'; .:.' <br />. ,.-' ..::..' <br /> <br />~ <br /> <br />. ~<.Sec~pli~7:D~t{mninaticin of'Members~ For the purpose of determining . <br />.'rriernbers'\'intitled'. to noti.ce of; or to vote .at any meeting of members 'or. any'. <br />. .adjotiirii:iient;ne.r~ot; or to make. a determination 'of members. for any other proper . <br />'. .... purpc)se;' thii date that notice of the meeting is mailed or publishedsl1a11 be the record: <br />.' Ailte fot~~?h.detemiinationofmerribers. .' ...... .... .' '. . .' .... <br /> <br />. , . . <br />. Section8. Proxies. Any shareholder entitled to vote may be represented at any <br />regular cir'spElcial meeting of shareholders by a duly execUted proxy; the proxy shall <br />be in writing and prope~ly signed. and no proxy shall be recognized unless executed <br />. ~ithineleven (11) months of the date of the meeting at which it is presented~ <br /> <br />ARTICLE V <br /> <br />Directors <br /> <br />. . Sec;tionl.Functions of the Board of Directors: The business and affairs of the <br />..CorporatiOn shall be managed by a Board of Seven (7) Directors. [j:s functions shall <br />. fnclude the (a) selection of and delegation of authority to management. (bJdetermina- <br />. . <br />tionofpolides for guidanc'e of management. (c) control of expenditures by authorizing <br />budgets, (d) maklng-or causing audits to be made at least once a year, or more often, <br />and reports thereof to. be made directly to the Board and (e) establishing of' water <br />charges.liild the levying and collecting assessments in accordance with the Laws of <br />.' the State ofColoraclo. . <br /> <br />'. Section 2: Flection and Term of Board Members': All directors will be elected <br />for three year terms and will serve until their successors are duly elected and qualified. <br />The. election of Directors shall be at the annual meeting. <br /> <br />a. The terms of Directors shall be staggered such that three (3) are elected <br />the first year and two (2) are elected the second and third years. <br /> <br />. . <br />. . . <br />. . . <br />b. . 'If 'because of replacement of a director or otherwise the length of one or <br />'mbre of the terms open are lessthah three (3) years, the term of a newlY <br />'. .elected director shall be determined by the total number of votes each <br />. . newly elected director receives, with the longer terms being filled by the' <br />. newly elected directors who rec.eive the most votes. In the situation of <br />a tie; a flip of a coin ~halldetermine the director who receives the longer <br />. term. <br /> <br />c. Ariy director who fans to attend three (3) consecutive regularly scheduled <br />meetings of the Board of Directorsshafl be removed from the Board of <br />dDirectors and replaced pursuantto Article V, Section 8, hereof. <br /> <br />, <br /> <br />f:\I:lm\;lrWplbylawS <br /> <br />4 <br /> <br />~ ...... <br /> <br />I <br />1 <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />