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~ . . amount of the total of such assessment levied in any year shall be levied against each member in an amount equal to the number of shares of stock each member owns to the total number of shares of stock served by the systems.of the Corporation, ARTICLE VII Members - MembershlD Certificates - Voting A member of this Corporation shall be a person, corporation, group, or bodies politic owning, controlling wells situate within the lower reaches of the Arkansas River Basin of the State of Colorado, Membership in this Corporation shall be evidenced by the issue of stock to tile members. Applications fOT membership must be approved by tIle Board of Directors and) upon payment of the membership fee as fixed in [lIe By-Laws. Each member shall have one vote in the Corporation's affairs and business for each share of stock he OWns. A member may cast his vote by proxy, by designating his proxy in writing no more than ten (10) days prior to the date upon which the vote is cast. Each member shall be entitled to one share of stock for each 100 acre-feet of water pumped each year. ARTICLE VI II ConVeyancIng -'I. The Board of Directors shall adopt a resolution reco~mend /Such)sale, lease, exchange, or other disposition and directing that it ~~ submitted to a vote at a meeting of lnembers entitled to vote there- on, which may be either an annual or a special meeting. Notice of such meetings shall be given as specified in the By-Laws. Such authoriz.ation by the T.1ef.'lbership shall require at least_ t\~.o-thirds Qi the votes ~hich members present at suc ~.~ n~ represented by proxy are entItle to cast. ARTICLE IX Annual ~;ee'tinQs Annual and other neetir.gs of the ~ef.'lbeTs of t~is Corporation illall be held at such ti~e and place and.upon such ~otice as shall be prescribed by the By-Laws of this Corporation, whicll are not inconsis- tefit ~ith.the laws applicable thereto. ARTICLE X Mer2er or Consolidation This corporation may, at any time, merge or consolidate with any other corporation not for profit in any manner as may be permitted by the laws of the State of Colorado at the time of such merger or consolidation, and upon such terms and by such methods as are just ~ncl ~qllitall1c to tlli.s corporation an~ jt~ mcnlhcTs. ,\1('1' I el.l! X I Jly-LaI\'s - :A.lli<:-julmcnt-or A'rli<.:lcs TIle Boa~d of DiTec:o~s of t11is Corporation slluJ.l ho\'c tIle power to adopt, by a majority vote of tllC wllole Board, tllc initi~l By-Laws, and ot]ler such By-Laws as ~ay be deemcd necessary or conven- ient for tIle proper gover~ment and management of tIle business and affairs of this COrporation, and by a majority vo:e of the whole Board of Directors called for that purpose. - 4 - -1 ('n,1r'10