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. ~ :. ~ .Page 2- SeetioQ': The board shall have power in the absence of ~he'presldedt. or vice pre.ideat, to appoint a president pro cem, and during the prolonged absence "of the president . or other officer to ap~olnt 4 8ubstituc pro tem. Section 6: The maj~rlty of all the members of the board shall constitute a quor~. but s leas number than a quorum may adjourn from day to. day or from time to time until a quorum La present. Section 7: The pre_idlng officer shall be 8 member of the board of directors and shall have tbe ,ame right to vote as other roembets of the board. S.ctlon 8: The board of directors Bhall make all needful rules for the transfer of the stock of the company. the 1s8ulng of certificates of stock in the first in8tance and to requil luch proof of ownersbip ~f such stock from persons claiming the same as water right owners as the board of director~ ,hall in its discretion prescribe, keepirtg the records and accounts of the compaQY Bnd the construction and operation of the canals, ditches and other proporty of the Camp40Y. Section 9: At each ~apual meeting of the stockholders the board of directors shall cau.. to be presented to that meeting 8 general statement of the affairs of the company which stat~nt aha1l be ~n writing and shall be filed with the secretary and be by hi~ pr..erved. Sectioa 10: perfor. .pacific board. Tbe boa~d of directors shall have power to delegate authority to do and seta not iinconsistent with the law to special committees appOinted. by t~e Section 11: (A. amended 12/4/61) Meeting" of the'board of directora aholl be held at the office ot the company" or elsewhere if convenient or deslreable, at reasonable times and iDterval. accordin8 to the' business at hand and shall be at the call of t~e President or of any oth.r two directors In; wrIting to the secretary, aad t~ secretary shall give written notice or tel.phonic notice to all directors three days to advance of the meeting. Written notice aha1l be ccmplece upon ics mailing. When all of the directors are present at any meeting, bow.ver ~a11ed or; notified, or if all directors absent from any such meeting shall" stsa 4 written CODsent to ,uch meeting, either befora or .fter it is held, the acc, of such ...tins .ha1l b. .. y.1id .. if duly called.ad aotifl.d. S.etloa 12: (AI o&an4ed 12/4/61) Tho board of director. 'at their firat .eeting after the annual atockholders' m4eting, shall elect from their number a president and v1ce~ prea1dent whose terms of off Lee shall be until their successors are elected and qualified. The directors may elect or~appoint such officers or agents 8S they see fit whose terms of office shall be at the ple~sure of the board of directors. ARTICLE III DUTIES OF OPFICERS. Section 1: The president when present shall preside at all meetings of the board of dirdctors; he shall have th~ general care, supervision and direction of the company and of its employees under the direction of the board of directors and shall perform such other duties aa the board may from tfme to time prescribe. Section 2: The vice~pte6ident shall. in the absence" of the president preside ae ehe meetlng~ of the board; also'do and perform any acts which ehe president may do, in his ab..nce, 'And ahall do Dnd perfo~ such other duties 88 the board of directors may from time to time prescribe. . Section 3: The eecretary shall attend all meetings of the stockholders and of the beAM. of directors and .hall keep ~true and fair record of the proceedings of such meetings and shall hav. chArse ot all bo~ks. papers, documents belonging to the company. shall make out all accounts and shall be th~ custodian of the corporate seal and attach the ,ame to all papers and documents when required; and in general shall do and perform ~ll duties impo~ed upon secretaries of corporations of this kind by law. 1