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<br />. <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />. <br /> <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 /> <br />majority is'pretltt, they may adjourn the m~ting without further <br />notice. <br /> <br />SECTION 9. ACTION' WITHOUT A MEETING. Any' action that <br />may be taken by the Board of Directors at a meeting ,may be taken <br />without. a meeting if a consent in writing, setting forth the <br />action so to be taken, shall be signed before such action by all <br />of the Directors. In the event of emergency action by the board, <br />the board shall ratify said action by vote at the next regularly <br />scheduled meeting and the minutes of said meeting shall indicate <br />the agreement or disagreement of each director with the action <br />taken. <br /> <br />. <br /> <br />SECTION 10. VACANCIES. Any vacancy occurring in the <br />Board of Directors may be filled by the affirmative vote of a <br />majority of the remaining directors though less than a quorum of <br />the Board of Directors, unless otherwise provided by law. A <br />girector elected to fill a vacancy shall be elected for the <br />unexpired term of his predecessor in office. Any directorship to <br />be filled by reason of an increase in the number of directors ~ay <br />be filled by election by the Board of Directors for a ter~ of <br />office continuing only until the next election of Directors by <br />the shareholders. <br /> <br />SECTION 11. COMPE~SATION. No compensation shall be <br />paid any Director, however by resolution -of the Board or <br />Direc~ors, each Director may be paid his expenses. No director <br />shall be precluded from serving the corporation in ar.ot~er <br />capacity and receiving compensation therefor. <br /> <br />,SECTION 12. PRESUMSTION OF ASSENT. A director or t~e <br />corporation who is present at a meeting of the Board of D:.rectors <br />at which action on any corporate matter is taken shall be <br />'presumed to have assented to the action taken unless his dissant <br />shall be entered in the minutes of the meeting or unless he shall <br />file his ,written dissent to such action with the person <br />acting as the secretary of the meeting before the adjournment <br />thereof or shall forward such dissent by registered mail to the <br />Secretary of the corporation immediately after the adjournment of <br />the meeting. Such right to dissent shall not apply to a Director <br />who voted in favor of such action. <br /> <br />SECTION 13. REPORTS. The Board of Directors of the <br />corporation shall prepare rep~rts for presentation at the annual <br />meeting of shareholders and ~t the regular meeting of Directors <br />in July of each year. The ~eport may be verbal or written and <br />shall be included in the minutes of the meeting. The report <br />shall include the goals the company will accomplish during the <br />next six months; conditions of the dam, diversions, mains and <br />laterals of ~~e company; off~rs and consideration of grants and <br />whether the board recommend~ acceptance of such grants; and a <br />financial report including all expenditures during the previous <br />six months, value of assets and amount of liabilities. <br /> <br />5 <br /> <br />,-- <br />