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The Buttes Ditch

This Ditch is claimed by B. F. Hemphill, E. R. Coffey, R. O. Shelton, Archie Hawker, E. E. White, Sam Ritter, J. M. Lobdell, H. D. Macklin, John Kettle, Benner Brothers, L. D. Auckerman, S. L. Brown, J. D. Walker, Mary Jeffers, Joseph [surname unclear], John Weibel, Arthur Brunner, George Williamson, [given name unclear] Isem, H. H. Riley, W. A. Hall and Welch and Merrill.

Work was commenced on this Ditch in March, A. D. 1882, but the date of appropriation of water awarded by this decree should be the 1st day of October, A. D. 1898.

By previous adjudication of water rights in this District, there has been decreed and awarded to this Ditch Priorities Nos. 12 and 14, for 6.10 cubic feet of water per second of time.

The Head-gate of said Ditch is located on the left bank of Surface Creek at a point whence the N. E. corner of Section 12, T. 14 S. Range 95 West, 6th P. M., bears North 45° East 2,000 feet distant.

This Ditch has a carrying capacity of 40 cubic feet of water per second of time, and takes its supply of water from Surface Creek, a natural stream in Water District Number Forty, of the State of Colorado.

There is lying along and under said Ditch, and irrigated by water therefrom, 480 acres of land in addition to the acreage of land lying under said Ditch, for which water rights have been heretofore decreed to said ditch.

It is therefore ORDERED, ADJUDGED AND DECREED that there be allowed and permitted to flow into said Ditch, from the stream aforesaid, to-wit, Surface Creek, for the use and benefit of the parties lawfully entitled thereto, under and by virtue of appropriation by enlargement and increased acreage irrigated, Priority No. A-52, for Twelve (12) cubic feet of water per second of time, which priority dates from the 1st day of October, A. D. 1898.

The Butte Ditch Company

The undersigned incorporators of The Butte Ditch Company, for the purpose of becoming a body corporate and politic under and by virtue of the laws of the State of Colorado, and for the purpose of enjoying the rights and benefits of such laws relative to corporations, hereby make, acknowledge and file this statement or certificate of incorporation.

First

The name of our said company shall be "The Butte Ditch Company!"

Second

The objects for which said Company is created are: to acquire for the use and benefit of its stockholders only that certain irrigation ditch known as the Buttes Ditch, and its water rights or any part of said Ditch or water rights, and to take over the title to said Ditch and water rights by grant, or otherwise to hold, maintain and operate said Ditch, to enlarge, repair or reconstruct the same or any part thereof; to acquire and operate any extensions or additions thereof or thereto and laterals thereof; to acquire and further or future water rights by grant or appropriation and to divert onto and carry through said ditch any and all water or water rights as may be determined upon by our said Company and to make levy and collect all necessary assessments for the maintenance, operation and repair of said Ditch.

That the said Buttes Ditch has its headgate situated on the east bank of Surface Creek in water district number forty, Delta County, Colorado, at a point whence the northeast corner of section twelve, township fourteen, south of range ninety-four west of the sixth principal meridian, bears north forty-five (45) degrees, east two thousand feet, and from said headgate said Ditch extends in a southerly direction a distance of about six miles, and the land to be irrigated there-from is situated in sections twelve, thirteen, twenty-three, twenty-four, twenty-five, twenty-six, and thirty-five, and thirty-six, of township fourteen, south of range ninety-five, went sixth P. M., and sections one, two and three in township fifteen, south of range ninety-five west of sixth P. M., all in Delta County, Colorado, and the water diverted into and carried through said Ditch is to be used for domestic and irrigation purposes.

Third

The capital stock of said Company is the sum of Thirty Thousand ($30,000.00) Dollars, divided into three thousand (3000) shares of the par value of Ten ($10.00) Dollars per share.

Said stock shall be divided into twenty-four hundred (2400) shares of Class "A" stock, which shall represent the ditch and water rights owned by said Company, and six hundred (600) shares of Class "B" stock, which shall represent a voting right only. Said "B" stock shall be non-assessable for any purpose and shall represent no right to draw water from said Ditch. Said "A" stock shall be non-assessable except for purposes of repair, maintenance and operation.

All water rights belonging to said Company shall be divided among the said Class "A" stockholders, according to the amount of their stock holdings.

Fourth

The term of existence of said Company shall be twenty (20) years from the time of the filing of these Articles.

Fifth

The number of directors of said company shall be five.

Sixth

The names of the persons who shall manage the affairs of said company for the first year of its existence are: E. R. Coffey, Elias Wenger, Mark S. Phoenix, E. F. Hubbard and A. L. Reynolds.

Seventh

The name of the place where the principal office of the company shall be kept is Eckert, Delta County, Colorado.

Eighth

The principal business of said company shall be carried on in Delta County, Colorado.

Ninth

The Board of Directors of said Company shall have power to make such prudential by-laws for the government and regulation of said Company and its property as they shall deem necessary or expedient.

Tenth

In addition to the water rights belonging to The Butte Ditch Company, the owners of any stock in such Company who own or rent other water shall be entitled to run the same in said ditch as a matter of right, subject to the right of the Board of Directors to make a reasonable charge to cover the actual cost of running and distributing such water, and the proportionate part of the upkeep and maintenance of the ditch; provided that when the demands for space belonging to this company is said ditch to run such extra or private water, exceed the ditch capacity so belonging to this company taken along with the water belonging to said Company, then such ditch space shall be divided according to the stock holdings in this Company, proportioned according to the number of shares owned by the different stockholders.

In witness whereof, we have hereunto set out hands and seals this twentieth day of February, A.D. 1915.

[Signatures not transcribed.]

Notary

State of Colorado
County of Delta

I, Clyde R. Stewart, a Notary Public in and for said County and State do hereby certify that Elias Wenger, Mark S. Phoenix, E.F. Hubbard, and A. L. Reynolds personally, known to me to be the persons whoese names are subscribed to the foregoing Articles of Incorporation, appeared before me this day in person and acknowledged that they signed, sealed and delivered the said Articles of Incorporation as their free and voluntary act and deed, for the uses and purposes therein set forth.

Given under my hand and notarial seal this 20th day of February, A. D. 1918.

Clyde H. Stewart, Notary Public

Article I. Corporate Name

The name of this corporation is the Butte Ditch Company (hereinafter "the Company").

Article II. Objects

The objects of the Company shall be as stated in the Articles of Incorporation, among other things to buy, sell, construct, lease, maintain and operate ditches and appropriate, conduct and distribute water there through for irrigation purposes, and particularly to acquire, operate and maintain the Butte Ditch and its laterals, headgates, division boxes, and measuring weirs.

Article III. Meeting of Stockholders

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors and for other purposes shall be held at a public facility on any Saturday of January of each year. Notice of the annual meeting shall be given by the Secretary to each stockholder. The notice shall include the names of the President and Secretary, area. Notice of the annual meeting shall be provided to shareholders by electronic delivery or U.S. mail. For a shareholder to be provided notice by electronic delivery, the shareholder must, in writing, waive delivery by U.S. mail and provide the Company, in writing, with an e-mail address to which notice should be sent. If a shareholder does not, in writing, waive delivery by U.S. mail and provide the Company, in writing, with an e-mail address where notice may be sent, the shareholder shall be notified by U.S. mail. If notice is provided by e-mail, notice shall be considered complete when sent to the e-mail address provided by the shareholder. Notice by U.S. mail shall be complete when notice is mailed to the shareholder's last known address as provided in the Company's records. Notice of the annual meeting shall be provided by electronic delivery or U.S. mail no fewer than thirty days, nor more than sixty days before the meeting date. Notice shall also be published weekly in a local newspaper five separate times with the first publication no more than sixty days before the meeting date and the last publication no fewer than ten days from the meeting date. The notice shall be, in approximately the following form:

NOTICE OF ANNUAL MEETING
The annual meeting of the stockholders of the BUTTE DITCH CO. will be held at __________, on Saturday, January ___, 2____, for the purpose of electing a Board of Directors and transaction of such other business as may be properly brought before the meeting.
__________ President __________ Secretary

PROXY
I hereby authorize __________ to vote my __________ shares of stock at the above meeting. If you cannot be present, please send proxy.
__________ Signature of Stockholder

Unless the Board of Directors determines it would be beneficial to hold the annual meeting on a different date and/or at a different location, the annual meeting shall be held in conjunction with the annual meetings of The Butte Ditch Company and the Orchard City Irrigation District

Section 2. Failure to Hold Annual Meeting. If, for any cause, the annual meeting should not be called at the time specified in the foregoing section, then a meeting of the stockholders may be called at any time thereafter by notice as provided in Section 1 of this Article, or by such other notice being signed by not less than two stockholders of the Company and duly published as therein provided.

Section 3. Special Meetings. Special meetings of the stockholders of the Company may be called by the Directors at any regular or special meeting of said Directors by a resolution passed by a majority of such Directors or shall be called by the Directors upon written request signed by stockholders representing not less than one-tenth of all of the stock issued. The general nature of the business to be conducted at such special meeting shall be stated in the notice, and no business shall be transacted at such special meeting except as provided in the notice. Notice of the special meeting of shareholders shall be provided as required by Section 1 of this Article.

Section 4. Increase of Capital Stock. If said special meeting is called for the purpose of increasing the capital stock, the special meeting can only be called by a petition to the President, by stockholders representing not less than one-third of all of the stock issued by the Company. Upon receipt of such petition, the President shall then issue a call for a special meeting of the Board of Directors to take action on said petition and to instruct the President and Secretary of the Company to call a special meeting of the stockholders at a date not less than thirty (30) nor more than sixty (60) days from the date of the meeting of the Board of Directors called r as stated above. This notice shall be given to the stockholders as provided in Section 1 of this Article.

Section 5. Quorum. At all meetings of the stockholders, twenty five percent (25%) of the active shares of stock then issued must be represented in person or by proxy, and if there is not such present, those present may adjourn the meeting not longer than sixty days.

Article IV. Elections

Section 1. Votes. A stockholder shall have as many votes at any annual or special meeting of the stockholders as the stockholder has shares of stock in the Company.

Section 2. Proxies. Any stockholder may appoint any reputable person to act as proxy. Such proxy shall be in writing designating the number of shares held and shall be signed by the stockholder appointing the proxy and the appointment shall also designate the duration of such authority. Proxies shall not be valid for more than eleven (11) months.

Section 3. Directors to be Elected. The Company shall have five (5) directors. After the annual meeting of 2005, there will be the election of two (2) Directors on even years and the election of three (3) Directors on odd years. Directors shall hold office for (2) years or until their successors are elected and duly qualified. The stockholders receiving the highest number of votes cast at such meeting shall be declared Directors.

Section 4. Chairman of Meeting. At such annual meeting, the President, Vice President or Secretary, in the order named, or in the absence of or upon the failure of any of them to act, then any shareholder shall call the meeting to order. The President, Vice President, or Secretary, in that order, shall preside as chairman of the meeting. If none of the officers are present, the stockholders shall elect one of their number to preside as chairman of such meeting. If it be a meeting for the election of Directors, the chair shall immediately appoint an elector committee consisting of three stockholders.

Section 5. Elector Committee. It shall be the duty of the elector committee to take the names of those voting and determine the authority of persons voting as proxies. The elector committee shall determine the numbers of shares voted by each stockholder or by each proxy and shall count the ballots cast. The elector committee shall keep a list of all the names voted for and the number each receives. At the close of the voting, the elector committee shall report the result of the same to the chair and the chair shall declare the stockholder(s) receiving the highest number of votes elected.

Section 6. Report of the Elector Committee. The report of the elector committee shall be entered upon the minutes of the annual meeting and shall be kept by the Secretary as part of the Company's records.,

Section 7. Ballots. Elections shall be by written or printed ballot, on which shall be written the name of the person offering the ballot and opposite each name voted for shall be the number of shares voted for that person.

Section 8. Challenging Vote. In case any proxy or vote is challenged, the stockholders present shall decide by a majority vote the question of allowing such vote to be cast.

Article V. Board of Directors

Section 1. Election of Officers. Immediately after the annual meeting of the stockholders, the Board of Directors shall elect from members of the Board of Directors, by ballot or by verbal nomination and vote, a President, Vice President, , and Secretary-Treasurer of the Board of Directors, said officers to hold office for one year, or until their successors are duly qualified and elected. At the discretion of the Board, the Secretary and Treasurer may be separate positions held by different persons.

Section 2. Appointment of other Officers and Agents. The Board of Directors may appoint for any time not longer than one year, any other officer or agent that in the discretion of the board may be necessary.

Section 3. Appointment of Superintendent and Assistant Superintendent. The Board of Directors may appoint a competent Superintendent and Assistant Superintendent and fix the salaries of the same, but no officer or other person shall receive increased pay for past services. The Company may provide for a Superintendent by contract with the Orchard City Irrigation District.

Section 4. Control of Business. The Board of Directors shall have full control of all the Company's business, approve all bonds, direct the execution of all works, contract for the same, audit and pass upon all bills, determine when and what work shall be done, or the Board may appoint any agent, or agents subject to the control of the Board to do such these things as the Board deems best. The Board of Directors may contract with the Orchard City Irrigation District to provide common irrigation services.

Section 5. Meetings of the Board of Directors. The Board may hold regular meetings at any facility at a day and time set by the Board. Special meetings of the board may be held with two days' notice of the same from the President and Secretary to each Director. Notice shall be provided to each board member by electronic delivery. A majority of all the Board shall constitute a quorum. Notice of the days and times of the board's regular meetings shall be posted on Orchard City Irrigation District's website. Notice of the board's special meetings shall be posted on Orchard City Irrigation District's website two days in advance of the special meeting.

Section 6. Vacancies on the Board of Directors. All vacancies occurring in the Board of Directors by death, resignation or otherwise, shall be filled by a vote of a majority of the remaining members of the board.

Article VI. Officers

Section 1. President. The President shall be the chief executive of the Company.; The President shall sign all official papers and documents of the Company, preside at all meetings of the Board and attend to all the duties such as the Board of Directors may direct, and the President shall make a full written report of the President's acts as such officer for the Directors and stockholders and present the same at the annual meeting of the stockholders. The President shall vote only when there is a tie, and then the President shall vote to decide the question.

Section 2. Vice-President. The Vice-President shall discharge all duties of the President in the absence of the President, or upon the President's failure or inability to act. In case the President and Vice President are absent or are unable or fail to act the Board of Directors may elect a President pro tempore.

Section 3. Secretary Treasurer. The Secretary-Treasurer shall be the custodian of all moneys, bonds, and notes belonging to the Company and shall payout the same only on an order signed by the President. The Secretary-Treasurer shall keep the accounts of the Company and shall make a full report of such accounts at each annual meeting to the President to be included in the President's annual report. The Secretary-Treasurer shall keep separate accounts between the stockholders and the company, in which shall be shown the amount of stock of the company held by each stockholder and the amount of installments and assessments paid thereon. The Secretary-Treasurer shall make a report of any or all matters at any time when directed so to do by the Board of Directors. The Secretary-Treasurer shall not allow or permit any offsets or exchange of accounts due to or from the Company. At the option of the Board of Directors, the Company may enter into a contract with an independent contractor to provide stock transfer services on behalf of the Company. The independent contractor shall be bonded and insured.

Section 4. Records to Be Kept by the Secretary-Treasurer. The Secretary-Treasurer shall keep a record of the proceedings of the Board of Directors and of the meetings of the stockholders. The Secretary-Treasurer shall keep the stock books and the seal of the Company. The Secretary-Treasurer shall attest by his or her signature and the seal of the Company all official documents and certificates of stock issued. The Secretary-Treasurer shall keep a complete set of books showing all the accounts, property and transactions of the Company. The Secretary-Treasurer shall carefully examine all bills due or against the Company and present them to the Board of Directors for their action. The Secretary-Treasurer shall collect all assessments and moneys due to the Company and issue receipts, with proper stub of the same on file. The Secretary-Treasurer - shall report to the Board of Directors annually, or more often is so ordered. The Secretary-Treasurer's annual report shall be included in the President's report to the stockholders.

Section 5. Bank Account. The Secretary-Treasurer shall keep a bank account in the name of the Company and shall deposit to the credit of such account all monies collected by the Secretary-Treasurer on behalf of the Company. The Secretary-Treasurer (or Treasurer if the Secretary and Treasurer are different persons), president, and vice president shall have signature authority on the bank account. All checks shall have two signatures, and electronic transfers shall be approved by two officers with signature authority.

Section 6. Participation in Voting. All stockholders shall be entitled to participate in the voting upon all questions before the stockholders of said Company, whether for the election of directors or other matters.

Article VII. Certificates of Stock

Section 1. Issuance and Transfer of Certificates of Stock. Certificates of stock shall, upon full payment therefore, be issued under the seal of the Company and shall be signed by the President and Secretary of the Company. No transfer of the stock shall be allowed except upon surrender and cancellation of the old certificate. Upon surrender of the stock certificate the original certificate shall be marked "CANCELLED" and returned to the stock book before the new stock certificate is issued. No certificate of stock shall be transferred while the assignor of such certificate is indebted to the Company. All stock issued shall be in one (1) share increments. From the date these Bylaws are approved, no additional fractional shares shall be allowed. Nothing shall prevent the continued transfer of fractional shares in existence prior to the adoption of these Bylaws. Butte

Section 2. Replacing a Lost, Mislaid or Destroyed Stock Certificate. The Board of Directors shall adopt a written policy for replacing lost, mislaid or destroyed stock certificates. The policy shall provide for the statutory procedure set out in C.R.S. §§ 7-42-114 through 7-42-117 and future amendments thereto. As an alternative, the policy may also provide for the shareholder to purchase a lost instrument bond. The amount of the lost instrument bond, per share, shall be set by the Board of Directors at its first meeting of each year. The amount of the bond shall be based upon the Board of Directors' assessment of the risk presented to the Company.

Article VIII. Closing of Transfer Records

The Board may set a date for closing the transfer records for purposes of determining the shareholders who receive notice of the annual meeting of shareholders or a special meeting of the shareholders. The Board may also set a date for closing the transfer records for purposes of determining the shareholder's entitled to vote at the annual meeting or special meeting.

Article IX. Assessments

Section 1. Levy. All assessments upon shares of stock shall be levied by a majority vote of stockholders and proxies present at the annual meeting entitled to vote or may be levied at a special meeting of the stockholders called for that purpose. All assessments shall be paid in cash, and all such assessments shall be demanded in a general call pro rata upon all shares of stock issued or subscribed for. The secretary shall mail to the last known address of each stockholder the following notice as nearly as may be in form:

__________, 2____
You are hereby notified that your assessment on ______ shares of stock at ____ per share for the year 2____ has been levied and called by the Board of Directors of the Butte Ditch Company.
Past Due Assessments amount to $__________
This Assessment $__________
Total $__________
On Call per share $__________
Butte Ditch Company; Address of the present Secretary-Treasurer. Kindly give this matter to your immediate attention. Thank you!
All accounts become delinquent 30 days after notice. Delinquent accounts draw interest at one percent per month. WATER WILL NOT BE TURNED ON AFTER MARCH 1ST FOR THOSE DELINQUENT.

Section 2. Record of Notice of Assessment. The Secretary shall keep a record of the names of the stockholders to whom notice was given and record the time and manner of serving notice, and if service was had by depositing notice in the post office, the address to which the notice was sent.

Section 3. Interest on Unpaid Assessments. Any assessment that is unpaid for a period of thirty (30) days after notice was given as provided for in section one of this Article, shall be declared delinquent by the Board of Directors and shall be subjected to one percent interest per month or 12% per year.

Section 4. Assessments for services performed by the Orchard City Irrigation District. The large majority of the Company's shareholders are entitled to receive Orchard City Irrigation District water. The Company has and may continue to enter into agreements with Orchard City Irrigation District regarding common irrigation services. Fees owing to Orchard City Irrigation District for services rendered pursuant to the Agreement Regarding Common Irrigation Services shall be a charge against Company stock, and a stockholder who is delinquent in payment to Orchard City Irrigation District shall not have water turned on and shall be subject to default interest as stated above. Further, any stockholder who is delinquent in payment of his assessments made by the Company or fees charged by Orchard City Irrigation District shall be subject to forfeiture of the shareholder's shares as stated below.

Section 5. Forfeiture of Stock for Non-Payment of Assessments, Orchard City Irrigation District Fees, or other Charges. Shares of stock in the Company shall be deemed personal property and transferable in the manner provided by these bylaws. Failure to pay assessments, fees owed to the Orchard City Irrigation District, or other charges may result in the forfeiture of stock as provided for in this Section. No forfeiture of stock shall be declared against any stockholder before demand has been made for the amount due by written or printed notice mailed to the last known address of the stockholder at least thirty (30) days prior to the time the forfeiture is to take effect. If the assessment, fee or other charge is not paid within thirty (30) days of the notice, then the Secretary-Treasurer is directed to cancel on the books and records of the Company the stock for which the amount due is unpaid and is directed to reissue the stock in the name of the Company. At the next annual meeting of the stockholders of the Company, the stock shall be offered for sale to the stockholders and shall be sold to the highest bidder. If the proceeds from the sale are insufficient to satisfy the amount due the Company, including all reasonable and proper costs of making and giving notice, the Company may maintain an action to recover any deficiency. The proceeds of any sale over and above the amount due on the shares shall be paid to the delinquent stockholder.

Article X. Superintendent

Section 1. Compensation and Reporting. The Superintendent shall receive compensation only while on duty for the Company, such compensation to be agreed upon by the Board of Directors. The Superintendent will render a bi-monthly report to the Secretary in writing. The report shall show every person who has worked on the Company's property and the amount due such person.

Section 2. Control and Distribution of Water. The superintendent shall have control of the distribution of the water and control of the headgates and measuring boxes of the Company's system.

Section 3. Assistant Superintendent. Should the Board of directors find it necessary during the irrigation season to employ an assistant to the Superintendent, it may do so and fix his salary and the time he shall be employed by the Company. The Assistant shall be governed by the same rules as the Superintendent, and his work assigned to him by the Superintendent.

Section 4. Superintendent Provided by Orchard City Irrigation District. The Company may provide for a Superintendent through agreement with the Orchard City Irrigation District. If the Company provides for a Superintendent though agreement with the Orchard City Irrigation District, Sections 1-3 shall not be applicable. Any Superintendent retained by the Orchard City Irrigation District, shall be under the control of the Orchard City Irrigation District.

Article XI. Measuring Boxes and Headgates

Section 1. Control of Measuring Boxes and Headgates. The Company shall control all measuring boxes and headgates under its system from the headgate of the Butte Ditch to and including the division boxes specified in the deed of conveyance of said ditch and laterals to said Company. These measuring boxes and headgates shall be under the control of the Superintendent and Board of Directors, who shall from time to time see that they are properly adjusted to give each shareholder the amount of water his stock calls for. The Company may delegate control of all measuring boxes and headgates under its system to the Orchard City Irrigation District pursuant to its agreement with Orchard City Irrigation District to provide common irrigation services.

Section 2. Parshall Flumes. All measuring boxes in the Butte the Company system shall be Parshall flumes.

Section 3. Tampering with Headgate or Measuring Box. Any stockholder or other person or persons found tampering with any headgate or measuring box for the purpose of increasing or decreasing the flow of water in any private ditch, either his own or other persons or for other purpose after the same has been adjusted by the Superintendent or by an order of the Board of Directors, shall be reported to the President of the Company and, upon satisfactory proof being presented, it shall be the duty of the President to take appropriate action in the name of the Company. The Board of Directors from time to time shall have the right to impose such reasonable charges for the running of reservoir or other water owned individually by the stockholders in said Company to cover the cost of maintenance and operation of said ditch for running the water.

Article XII. Subdivisions

Section 1. Responsibilities of Developer. Many of the agricultural fields originally receiving Company irrigation water have been developed into subdivisions. When a property is subdivided, it is the responsibility of the developer to install a system within the subdivision to deliver irrigation water to each lot in the subdivision. The homeowners are then responsible for the operation and maintenance of the delivery system within the subdivision. Irrigation water allocated to a lot may be limited and may not be sufficient to water the parcel to the extent desired by the lot owner. In some cases, the developer did not establish an irrigation delivery system within the development and homeowners were left without delivery of raw irrigation water. In these cases, the homeowners are still responsible for their assessment to the Company but maintain the option of acquiring their water at the historical point of delivery for the pre-subdivided property.

Section 2. Pooling of Subdivision Water. Landowners owning lots in existing subdivisions are encouraged to enter into agreements with other lot owners to pool their Company water. Landowners owning lots in existing subdivisions are encouraged to order their water as a subdivision through their homeowner's association or other designated agent.

Section 3. New Subdivisions. For any subdivision created after the adoption of these Bylaws, consisting of three or more lots and including one or more lots of five or less acres, Company stock shall be in the name of a homeowner's association governing the subdivision. The homeowner's association shall be responsible for ordering water on behalf of the owners of property in the subdivision.

Article XIII. Amendment of Bylaws

These Bylaws shall not be amended or altered except at an annual meeting or special meeting of the stockholders. The stockholders shall be given notice of the proposed changes at least thirty (30) days prior to the annual or special meeting.

Article XIV. Indemnification

The Company shall indemnify and advance expenses to a director or officer of the Company in connection with a proceeding to the fullest extent permitted by the Colorado Revised Non-Profit Corporation Act, as such may be amended or reenacted.

Article XV. Regulation of Water, New Headgates and No Pumps

Section 1. Regulation of Water. The Board of Directors shall have the authority to regulate the running of flood water and decreed water in said ditch according to the stock holdings in said Company. All reservoir water shall be delivered to the owner of such water and not divided amongst the stockholders, but the Board shall have authority to fix a reasonable charge for running of said reservoir water.

Section 2. New Headgates. New headgates may be allowed by the Board of Directors whenever deemed necessary and such Board shall have the exclusive authority over the building and installation of such new headgates and the repair of any old ones. As to all new headgates, the person or persons making use thereof for the diversion and carrying of their water shall furnish at their own expense such materials as may be required by the Board. The person or persons making use of the headgate shall pay the expense of building and installation.

Section 3. No Pumps. Shareholders are prohibited from placing pumps in the Company ditch or any structure which is part of the Company ditch system. Nothing herein restricts a shareholder's right to place a pump in any lateral ditch owned, operated and maintained by the shareholder.

Certificate

I hereby certify that the foregoing Bylaws, consisting of 11 pages, including this page, constitute the Bylaws of the Butte Ditch Company as of January 30, 2025.

[Signed] Maggie M. Andrews, Secretary

State of Colorado, County of Delta

Subscribed and sworn to before me this 30th day of January, 2025, by Maggie Andrews, as Secretary of the Butte Ditch Company.

Witness my hand and official seal.
My commission expires: 09.16.2026.
[Signed] Notary Public.
Stacey Prewett, Notary Public - State of Colorado.
Notary ID 20224036487. My commission expires September 16, 2026.