ARTICLE I.

Officers

Section 1. The officers of this corporation shall consist of a president who shall be Chairman of the Board of Directors, a Secretary and a Treasurer. The Secretary and the Treasurer may be one person.

Section 2. Such officers shall be chosen from the membership of the Board of Directors after each biennial election of Directors, which biennial election of Directors shall be held in the manner and form as provided by Colorado Revised Statutes 1953, Section 89-5-12, and any subsequent amendment thereto.

Section 3. Said officers shall hold their respective offices until their successors are elected and enter upon the duties of their offices. Any officer shall at all times be subject to removal by the Board of Directors and all vacancies shall be filled by the Board of Directors if and when such vacancies occur from the membership of the Board of Directors.

ARTICLE II.

Duties of Officers

Section 1. President. The president shall preside at all meetings of the Board of Directors. He shall sign all contracts, certificates of stock, deeds and other instruments executed on behalf of this corporation, and shall countersign all notes and other evidences of indebtedness, and shall perform such other duties as may be required of him by the laws of the State of Colorado, by these By-Laws, or by the Board of Directors.

Section 2. Secretary. The duties of the Secretary shall include:

(a) To keep full and accurate minutes of the proceedings of the Board of Directors.

(b) To have charge of the seal of said corporation, and with the President shall sign all certificates of stock.

(c) To perform such duties as may be required by the laws of the State of Colorado or by the Board of Directors.

Section 3. Treasurer. The duties of the Treasurer shall include:

(a) To receive all funds and moneys realized and deposit the same in a bank to be designated by the Board of Directors in the corporation’s name.

(b) To sign and issue all checks, notes and other evidences of indebtedness.

(c) To keep at all times full and correct books of account which shall be open to inspection to any member of the Board of Directors. He shall make a detailed report annually and shall make such other reports and statements as the Board of Directors from time to time may require. He shall keep on file proper vouchers and receipts which show all expenditures made by him.

(d) He shall file with the Clerk of the District Court of Rio Blanco County, Colorado, a Corporate Fidelity Bond as required by the provisions of Colorado Revised Statutes 1953, Section 89-5-10.

(e) To perform such duties as may be required by the laws of the State of Colorado and by the Board of Directors.

ARTICLE 111.

Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors. Said Board shall have all of the powers as conferred upon them by virtue of the provisions of the General Corporation laws of the State of Colorado and virtue of Section 89-5-13, Colorado Revised Statutes, 1953, and amendments thereto.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be five. Directors shall be elected in the manner provided for by Section 89-5-12, Colorado Revised Statutes, 1953, and amendments thereto. Directors shall be removable in the manner provided by the statutes of Colorado.

Section 3. Regular and Special Meetings. A regular meeting of the Board of Directors shall be held on the first Wednesday of each month at the Meeker Sanitation District Building, 265 8th Street, Meeker, Colorado at 7:00 o’clock p.m. Special meetings may be held as often as the needs of the District require. Notice of the time and place of all meetings, whether regular or special, shall be given in compliance with the provisions of Section 89-5-11, Colorado Revised Statutes, 1953, as amended by Session Laws of Colorado, 1961.

Section 4. Quorum. Three Directors shall constitute a quorum of the Board of Directors at any regular or special meeting, but in the absence of a quorum of the Board, a minority shall have the power of adjournment.

Section 5. Compensation. By resolution of the Board of Directors, a director may be paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting; or a stated salary as director not to exceed the sum of $900.00 per annum. No member of the Board of Directors shall receive any compensation as an employee of the District, or otherwise, other than by law provided, and no member of the Board shall be interested in any contract or transaction with the District except in his official representative capacity.

ARTICLE IV.

Miscellaneous

Section 1. Debt. No debt shall be contracted against the corporation except by order of the Board of Directors in regular or special session.

Section 2. Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, “MEEKER SANITATION DISTRICT” and “COLORADO” in a circle surrounding the word “SEAL”.

Section 3. Amendments. These By-Laws may be changed, amended, suspended or revoked at any regular or special meeting of the Board of Directors by vote of three-fourths of all of the directors, provided that the Notice of said meeting given in the manner provided in these By-Laws shall specifically state that the purpose of the meeting is to include such amendment, change, suspension or revocation.