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<br />Directors from attending, the Board is empowered to
<br />remove such offending director and to declare his office
<br />vacant, and appoint a successor as hereinbefore
<br />provided.
<br />Section 4. At any regular or special meeting of the
<br />stockholders of the company, any stockholder not
<br />present in person may vote his. her or its shares by
<br />proxy, which proxy shall be in writing in the usual
<br />form, and signed by the shareholder appointing such
<br />proxy, and shall name as proxy for such shareholder,
<br />some other shareholder or shareholders. No person,
<br />firm or corporation not a shareholder or his agent may
<br />act as proxy for a shareholder, No person shall hold or
<br />vote proxies at any meeting in excess of 10% of the
<br />issued and outstanding stock of the company,
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<br />ARTICLE IX
<br />
<br />Powers of the Board of Directors
<br />
<br />Section L In addition to the general powers. duties
<br />and acts incident and which usually appertain to their
<br />offices and positions, and such as they are severally
<br />authorized to perform under the law and articles of
<br />incorporation as well as by the by-laws of this corpora.
<br />tion, they shall have the power, and it is hereby
<br />enjoined upon them as a duty to do the following things:
<br />(a) To make, and, as often as shall be necessary in the
<br />light of experience, to change rules and regulations for
<br />the delivery of water to the consumers thereof who are
<br />entitled to the same, in such manner as shall be most
<br />conducive to any equitable distribution and delivery
<br />thereof, at the points where it leaves the canals or
<br />laterals of this company and enters into private canals
<br />and ditches ofthe stockholders or consumers, to the end
<br />that the water actually received by the consumers or
<br />stockholders be proportionate to the stock held by such
<br />consumers or stockholders.
<br />(b) To prevent the promiscuous and unauthorized
<br />diversion of water from, and the tampering with the
<br />canals, laterals and works of this corporation.
<br />(c) To bring about such prosecutions of persons
<br />violating such rules where violations of such rules
<br />constitutes violation of law, as shall be necessary to put
<br />an end to such practices and bring about the equitable
<br />distribution of water under the corporation's system.
<br />(d) To employ improvements and devices for the
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<br />measuring and distribution of water to such an extent
<br />as shall be required and the financial conditions of the
<br />corporation will permit, with the sole purpose and
<br />intention to carry, efficiently. economically. and to
<br />distribute, equitably, the water of the corporation to its
<br />stockholders,
<br />(e) To compel the impartial and general collection of
<br />assessments levied and to be levied,
<br />(I) To withhold the delivery of water to stockholders
<br />or consumers who claim under stock, the assessment
<br />upon which has become delinquent and remains
<br />unpaid, until such assessment shall have been paid.
<br />Also, they shall employ every lawful means to collect
<br />such assessments,
<br />(g) The Board of Directors, in its discretion, shall
<br />have the power to employ and payout ofthe funds ofthe
<br />company, a full-time manager, whose duties, subject to
<br />the approval of the Board of Directors, shall be
<br />provided and limited as follows:
<br />(1) To manage, supervise and divide the water
<br />available for distribution to the stockholders of the
<br />company and to make such deliveries and distribution
<br />of water on a fair and equitable basis among the
<br />stockholders entitled thereto;
<br />(2) To make and supervise necessary minor repairs to
<br />the irrigation system and other property of the
<br />company;
<br />(3) Such manager is hereby forbidden to own, buy,
<br />sell, or in any way profit from the sale transfer or rent
<br />of, water or shares in the company entitling the holder
<br />thereofto the use of water; and any such manager shall
<br />forwith be discharged for any violation of the
<br />prohibition_
<br />(h) In accordance with CRS 1963, 31-14-4, sub.
<br />paragraphs 3 and 4 as amended, the Board of Directors
<br />may declare a forfeit or sale of stock on the failure of
<br />any stockholder to pay the installments or assessments
<br />by the corporation that may, from time to time. become
<br />due. Provided, however, that demand shall have been
<br />made upon said stockholder for the amount due thereon
<br />either in person or by written or printed notice duly
<br />mailed to the last known address of such stockholder, at
<br />least thirty (30) days prior to the time when said
<br />forfeiture is to take effect; but the proceeds of any sale
<br />over and above the amount due on said shares. shall be
<br />paid the delinquent stockholder,
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