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I I I I I I I , I I I I I I I I I I I I majority is present, they may adjourn the meeting without further notice. SECTION 9. ACTION WITHOUT A MEETING. Any' action that may be taken by the Board of Directors at a meeting may be taken without. a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors. In the event of emergency action by the board, the board shall ratify said action by vote at the next regularly scheduled meeting and the minutes of said meeting shall indicate the agreement or disagreement of each director with the action taken. . SECTION 10. VACANCIES. 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 of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the ~expired term of his predecessor in office. Any directorshi? to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directcrs by the shareholders. SECTION II. CO~2ENSATION. No compensation shall be paid any Director, however by resolution or the Board of Direc1:ors, each Director may be paid his expenses. No d.irector shall be precluded from serving the corporation in anotter capacity and receiving compensation therefor. ,SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Dj,rec,::ors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his diss2~t shall be entered in the minutes of the meeting or unless he shall file his .written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. SECTION 13. REPORTS. The Board of Directors of the corpo~ation shall prepare reports for presentation at the annual meeting of shareholders. and at the regular meeting of Directors in July of each year. The report may be verbal or written and shall be included in the minutes of the meeting. The report shall include the goals the company will accomplish during the next six months; conditions of the dam, diversions, mains and laterals of the company; offers and consideration of grants and whether the board recommends acceptance of such grants; and a financial report including all expenditures during the previous six months, value of assets and amount of liabilities. 5