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<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 />I <br />I <br /> <br />The Company (a mutual ditch company formed under C.R.S. 7-42-101 to 118) is a perpetual <br /> <br /> <br />corporation formed "to own and operate an irrigation and water "yslem in the Nill'Ot region of <br /> <br /> <br />Boulder County, Colorado and in connection therewith to own, control, maintain and operate <br /> <br /> <br />irrigation ditches, laterals, irrigation reservoirs. head gates, flumes, weirs, irrigation water rights <br /> <br /> <br />and decrees, and other property of a complete irrigation system; to employ such secretaries, clerks, <br /> <br />auditors, attorneys, water superintendents, ditch riders, and laborers as may be needed; to divert, <br /> <br /> <br />store, measure and distribute water under the water rights, priorities, and decrees owned and <br /> <br /> <br />controlled by the Left Hand Ditch Company; to provide water to its stockholders for irrigation, <br /> <br /> <br />domestic, industrial and commercial purposes; and in general to carry on the business of providing <br /> <br /> <br />such water to the stockholders of the Corporation.. (By-Laws/Articles of Incorporation, Article III). <br /> <br /> <br />The original Articles of Incorporation are nearly illegible, therefore, Appendix B includes a copy <br /> <br /> <br />of the By-Laws/Articles ofIncorporation adopted by the Company on February 5, 1974. <br /> <br />The powers and authorities of the CompaIlY as exercised by the Board of Directors are listed <br /> <br /> <br />in Appendix B under Article VII, Section 4, llIld specifically include that "Express power and <br /> <br /> <br />authority are hereby conferred upon the Board to borrow money on the credit and responsibility of <br /> <br /> <br />the Corporation, in such sums as they may deem necessary or proper for all such purposes <br /> <br /> <br />previously authorized by the stockholders of the Corporation." At the Company's 1993 annual <br /> <br /> <br />meeting held in February 1994 the stockholders approved a motion "...for the Ditch Board to pursue <br /> <br /> <br />the option of the rolling (sic) compacted concrete, to negotiate the bestjinancial deal possible, and <br /> <br /> <br />to give the Board jinancing power to approve rmy loans needed with the maneuvering power to <br /> <br /> <br />accept a more feasible way to complete the project if needed" (from the minutes of the 1993 annual <br /> <br /> <br />meeting). <br /> <br />The Board of Directors consists of five persons who are stockholders in the Company. The <br />five Directors each represent a district or division of the Left Hand Ditch Company irrigation <br />system. The districts are listed in the By-Laws! Articles of Incorporation, Article VI. The officers <br />of the Company, consisting of a President, Vice-President, Secretary and Treasurer are members <br />of the Board of Directors and are chosen annually by the Board. The duties of Board of Directors <br /> <br />6 <br />