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8Y-LAWS of THE STERLING IRRIGATION COMPANY ..... (This is a transcript of the by-laws as they presently exist as of May 12, 1993, as assembled by Robert W. Giacomini, Secretary, from the official records of the company. The by-laws are basically as they were originally adopted by the reor9anized board of directors in its first meetin9 on April 27, 1916, at which tim.. the then new board called. for surrender and reissue. all of the stock outstanding in the original company. Amendments subsequently made are noted following the particular Sections amended or added, as shown below in parenthesis, as a result of action by the stockholders in meetings on February 3, 1923, February 4, 1961 and February 3, 1973, and as a result of action by the board of directors in its meetings on September 30, 1960 and July 28, 1982.) ARTICLE I - OFFICERS . SECTION I: The officers of this company shall be a president, vice-president, secretary and treasurer, to be elected annually by the board of directors at the first meeting after the annual stockholders meeting. The sp.cretary and treasurer may be one and the same person. SECTION 2: The president shall preside at all meetings of the board of directors and of the stockholders' meetings; shall sign as president all certificates of stock, and all contracts and other instruments in writing, approved by the board of directors; shall sign all drafts, orders, and vouchers on the treasurer; supervise all officers and employees of the company, see that their duties are properly discharged, and report to the board of directors any negligence or misconduct of such officers and employees. SECTION 3: In caSP. of the absence or disability of the president, the vice- president shall assume all the duties and perform all the acts required in Section 2 to be performed by the president. SECTION 4: lt shall be the duty of the secretary to issue all warrants, vouchers, and orders and certificates of stock of the said company, and to be the custodian of the records, and to perform all such other clerical duties as are usually incident to the office of secretary of a corporation. SECTION 5: It shall be the duty of the treasurer to keep safely all moneys belonging to the company and disburse the same under the directions of the board of directors only on orders signed by the president and countersigned by the secretary. At each annual meeting of stockholders. he shall submit a complete and accurate account of the financial standing of the company, together with an itemized statement of the transactions with respect to the disbursements of moneys during the previous year. He shall also, upon request of the board of directors, make such report at all special meetings, when so directed by the board of directors. SECTION 6: The secretary and treasurer shall. within ten (10) days after their election, make and file a bond in such a sum as shall be required by the board of directors to cover such money as may lawfully come into their hands belonging to the said company. SECTION 7: The books of the secretary and treasurer of The Sterling Irrigation Company shall be open to inspection at any time upon request of any stockholder. .... - . ARTICLE II - MEETINGS SECTION I: The annual meeting of the stockholders of The Sterling Irrigatioo Compaoy shall be held at the office of the company in Sterling, Logan County, Colorado, on the first Saturday in February of each year, at which time six (6) directors shall be elected for the ensuing year. Said meeting may be adjourned by the stockholders present for a period not to exceed sixty (60) days from said date. SECTION 2: In case no meeting of the stockholders of The Sterling Irrigation Company should be held on the day designated for the annual meeting, such meetin9 may be held at any subsequent time upon order of the board of directors, or upon a