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The Articles of Incorporation of
the Bessemer Irrigating Ditch Company

KNOW ALL MEN BY THESE PRESENTS, That we, O. M. Ladd, W. L. Graham and C.
K. McHarg, residents of the State of Colorado, have associated ourselves together as a corporation, under the name and style of THE BESSEMER IRRIGATING 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 in accordance with the provisions of the laws of said State, we do hereby make, execute and acknowledge in duplicate this certificate of our intention to become a body corporate, under and by virtue of said laws.

First: - The corporate name of said corporation shall be

THE BESSEMER IRRIGATING DITCH COMPANY.

Second: - The objects for which our said Company is formed and incorporated are: to purchase and acquire all of the rights, privileges, franchises and property of The Bessemer Ditch Company and to maintain and operate the same; to construct, acquire, maintain and operate a main ditch or canal, known as the Bessemer Ditch; to divert water for domestic, irrigating, and all other lawful beneficial uses authorized by judicial decree, for the exclusive use and benefit of the stockholders of the Company; to construct, acquire, maintain, and operate, lateral or branch irrigating ditches, from the said main ditch or canal of the Company, to such localities in the said County of Pueblo as will enable our Company to use or dispose of the water conducted through its said main ditch or canal, for the purposes herein set forth; to supply the stockholders of our Company, and none others, with water for the purposes above mentioned; to allow stockholders who do not take delivery of water through the main canal to use such water for lawful beneficial purposes; and for the purpose of constructing, acquiring, maintaining, and operating proper reservoirs for the receiving, storing, and distributing the water of the Company.

Also to pump, or otherwise conduct water from said main ditch or canal into any reservoir or reservoirs which may have been or may hereafter be constructed or acquired by the Company; provided, that the waters so stored in such reservoir or reservoirs shall likewise be for the sole use and benefit of the stockholders of the said Company.

To acquire by purchase, lease, or otherwise, such amount of real estate as the Board of Directors of the Company may deem expedient or profitable, and to hold, use and enjoy the same as may be determined upon by such Board.

To acquire, hold, and use such premises along the line of our said ditch as may be necessary for the right of way therefor, or in the operation or maintenance thereof, or of said lateral ditches.

To borrow money for the needs of our said Company, and to issue securities therefor in the name of the Company, provided however, that the Company cannot place any encumbrances on the water rights of the Company.

To do any or all things that may be incident or conducive to the attainment of the aforesaid objects or any of them, or to the usual power of corporate bodies.

Third: - The said Company shall exist in perpetuity.

Fourth: - The Capital Stock of our Company shall be Two-Hundred Thousand Dollars ($200,000.00), divided into twenty thousand (20,000) shares of Ten Dollars each; and which shall be issued and thereafter subject to assessment, in such amounts as shall be adequate to provide for or realize the capital necessary for the construction, acquiring, maintenance, and repair of said ditches and lateral and reservoirs; for the purchase of rights of way and rights of water therefor, and for providing and raising necessary means to liquidate all indebtedness of the Company, whether principal or interest; and such assessments may be levied upon the holders of the paid up capital stock of the Company, in such manner and at such times as may be provided for by the provisions of the statutes of the State of Colorado, in such cases made and provided, or in accordance with the by-laws of the Company; and the payment of such assessment or any assessments that may be properly levied, as provided by law, may be enforced by strict forfeiture of the stock in default, or any such other mode or modes as the Board of Directors may prescribe, or as hereinafter provided.

Fifth: - The affairs and management of the affairs of our said Company shall be under the control of seven Directors, and the names of those who shall as such Directors manage the affairs of our Company, until the expiration of the first year of corporate existence thereof, and until their successor shall be duly elected are as follows: O. M. Ladd, W. L. Graham, C.K. McHarg, Robert Grant, Jas. D. Orman, Jas. L. Bearman and Henry J. Page.

In the election of directors by the stockholders, the system of cumulative voting shall be permitted.

Sixth: - The officers of our Company shall be, President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may by by-law create.

Seventh: - Subject to the Bylaws of the Company, the water rights of the Company may be applied to any lawful beneficial use by the stockholders of the Company, and may be diverted by them at such points of diversions as are now or are hereafter lawfully decreed

Eighth: - The source from which water is to be taken to supply said main ditch or canal, and the laterals, is the Arkansas River, and the head of which main ditch shall be at or about Meadows station, on the line of the Denver and Rio Grande Railroad, in the said County of Pueblo, and on the south bank of said river; and the line of said ditch shall be in a general easterly direction from the head thereof through the said County of Pueblo, to a point east of the Saint Charles River therein; and the line of which ditch shall be more particularly as hereinafter described.

Ninth: - And the line of said main ditch or canal, as near as may be, is and will be as follows to wit:

THE POINT OF LOCATION of the headgate thereof is on the South or right bank of the Arkansas River in the Northwest quarter of Section Thirty-three (33), Township Twenty (20) South, Range Sixty-six (66) West of the sixth principal meridian, at a point whence the corner stone common to Sections Twenty-eight (28), Twenty-nine (29), Thirty-two (32) and Thirty- three (33) of said township and range bears north 34 deg. 15 min. West 2450 feet, more or less.

The line of the ditch is located in a general easterly direction, from said headgate, through Sections Thirty-three (33), Thirty-four (34), Thirty-five (35) and Thirty-Six (36), of Township Twenty (20) South of Range 66 West; Section Thirty-one (31) of Township Twenty (20) South of Range Sixty-five (65) West; Sections Six (6) and Five (5) of Township Twenty-one (21) South of Range Sixty-five (65) West; Sections Thirty-three (33), Thirty-four (34) and Thirty-five (35) of Township Twenty (20) South of Range Sixty-five (65) West; Section Two (2), One (1) and Twelve (12) of Township Twenty-one (21) South of Range Sixty-five West; Sections Seven (7), Eighteen (18), Eight (8), Nine (9), Ten (10) Fifteen (15), Twenty-two (22), Twenty-three (23), Twenty-four (24), and Thirteen (13) of Township Twenty-one (21) South of Range Sixty- four (64) West; Sections Eighteen (18), Seventeen (17), Twenty (20), Sixteen (16), Twenty-one (21), Twenty-two (22), Fifteen (15), Twenty-seven (27), Thirty-four (34), Thirty-five (35), Twenty-six (26), Twenty-three (23), and Twenty-four (24), of Township Twenty-one (21) South of Range Sixty-three (63) West; Sections Nineteen (19), Twenty (20), Twenty-nine (29), Twenty-one (21) and Twenty-two (22), of Township Twenty-One (21) South of Range Sixty-two (62) West.

The total length of said ditch from the head thereof, as aforesaid, to the lower end of the same being forty-three (43) miles, more or less, and the whole thereof being in the said County of Pueblo.

The stream from which said ditch is to be supplied with water is the Arkansas River, an accurate map showing the location and route of said ditch, as required by the General Statutes of the State of Colorado, is now or will be hereafter duly filed in the office of the Clerk and Recorder of said Pueblo County.

The Company also reserves, retains and claims the right to construct, acquire, maintain and operate such lateral ditches from said main ditch, and to construct, acquire, maintain and operate such reservoir or reservoirs, to be supplied with water from said main ditch, as the Board of the Directors of the Company may hereafter determine, and the right to acquire necessary lands for rights of way for said laterals and reservoirs, by purchase, condemnation or otherwise, is hereby claimed and reserved.

And the said lateral ditches may extend into all, any and every adjoining, adjacent and contiguous or other approximate or legal subdivisions, to those above mentioned and described, in and through which it may be necessary to extend the same, as so as to supply water for the purposes aforesaid to such of the stockholders of said Company as may own land in any such legal subdivision; all of the lands aforesaid being situated in the County of Pueblo and the State of Colorado.

Tenth: - The general management of the business of the Company shall be vested in said Board of Directors, who shall have full power and authority to do all things necessary to carry into effect the powers specified in these articles and amendments thereto; and in general, to manage the property, and transact the business of this Company, in such manner and upon such conditions as they, said Board of Directors, may deem expedient and beneficial to the best interests of the Company; and said Board of Directors shall have full power and authority to regulate the use of water among said stockholders owning land upon the line of said main ditch or canal, and the laterals thereof, not only as to time, but as well as to the quantity of the water which each stockholder may be entitled to, and the manner of using and appropriating said water by said stockholders, such regulations to provide for the use of water ratably by said stockholders, in proportion to the land owned by them respectively along the line of said main ditch or laterals, or which may be subject to irrigation therefrom; and the said Board of Directors shall likewise have power to declare any share or shares of stock to be forfeited, when the holder or holders thereof shall neglect or refuse to make full payment of any calls or assessments which have been legally levied upon such stock, after notice, as provided by the by-laws; any such stock when so forfeited by resolution of the Board of Directors, shall divest the defaulting holder or holders thereof of any and all right and interest, either equitable or legal, in or to the business, property or franchises of the Company, and such defaulting stockholder shall forever thereafter be barred from using or appropriating any water from said main ditch, laterals or reservoirs, or any water whatever belonging to the Company; and the use or appropriation of any water from said ditch, laterals or reservoirs by such defaulting stockholder or stockholders, after such forfeitures shall be declared by said Board of Directors, shall be held and deemed to be a trespass against the said Company and such defaulting stockholder or stockholders shall be liable accordingly; and the said Board of Directors shall have full power to cause other stock to be issued in lieu of such stock so forfeited and cancelled, and shall have power to sell said stock, which may be so issued, to such land owner along the line of said main ditch or laterals, as may purchase the same; provided, that the stock which may be so issued in lieu of such forfeited stock shall [be] not be sold for less than the price to be fixed by a three-fourths vote of the full Board of Directors; or the said Board of Directors may in its discretion without declaring the stock held by such defaulting stockholder or stockholders forfeited as above set forth, after notice as aforesaid, [bar] and prohibit such defaulting stockholder or stockholders from using or appropriating any water whatsoever from said main ditch, laterals or reservoirs until such defaulting stockholder or stockholders shall have made full payment and liquidation of all of the calls or assessments standing against him or them, with such penalties as may be prescribed by the by-laws of the Company, and the use or appropriation of any water whatsoever from said main ditch, laterals or reservoirs by such defaulting stockholder or stockholders after he or they shall have been notified in writing by said Company that he or they are barred from using or appropriating any of such water because of the default in the payment of the calls or assessments aforesaid, shall be deemed and held to be a trespass against the Company, and such defaulting stockholder or stockholders shall be liable accordingly; and the Directors in their discretion may forfeit the stock of the defaulting stockholders at any time after shutting off the water as aforesaid.

The said Board of Directors shall likewise have full power and authority to contract a loan and indebtedness, for and in the name of the Company, for the purpose of securing the necessary funds to carry on the corporate enterprise; and the said Board of Directors may issue bonds or other evidence of indebtedness of such denominations, and bearing such interest, and payable at such times, in effecting such loan, as to them may seem proper.

Eleventh: - Said Directors shall also have the power to make such by-laws as may be deemed necessary and proper for the management, conduct and control of the affairs, business and property of the Company. Any such bylaws must be consistent with the Articles of Incorporation and applicable law; and that the stockholders, by a majority vote of all shares issued and outstanding, may at any annual meeting or at a special meeting called for that purpose, adopt or repeal any bylaws of the Company; provided that any bylaws adopted by the stockholders must be consistent with the Articles of Incorporation and applicable law. The stockholders may adopt bylaws that require more than a simple majority of the shares to amend or repeal one or more bylaws, provided that (1) the increased voting requirement is approved by the same vote of the stockholders required to take action under the voting requirement proposed to be adopted; and (2) in no event shall the voting requirement be greater than 66.6% of the shares.

Twelfth: - The stockholders may amend the Articles of Incorporation of the Company by a majority vote of all shares issued and outstanding, provided, however, the stockholders may only amend or repeal the last sentence of Article “Eleventh” by the same vote of the stockholders approving these Articles of Amendment to the Articles of Incorporation; and (2) in no event shall the voting requirement be greater than 66.6% of the shares.

Thirteenth: - The principal business of our said Company shall be carried on in the County of Pueblo, and State of Colorado, and the principal office for the transaction of business shall be kept in the City of Pueblo; but an office of the Company may be kept at any point without the State of Colorado, which the Directors of the Company may appoint; and meetings of the Company and its Directors may be held at such office without the State.

IN TESTIMONY HEREOF, we have hereunto set our hands and seals this twenty-fourth day of July, A.D. 1894.

  C. K. McHarg                      

  W. L. Graham                      

  O. M. Ladd                          

The Articles of Incorporation of the Bessemer Irrigating Ditch Company were amended by a vote of the stockholders at a duly noticed special meeting of the stockholders held on May 11, 2009. That as of the date of the May 11, 2009 special meeting of the stockholders, the Bessemer had a total of 19,738.593 outstanding eligible shares to vote of which 18,830.531 shares were present and represented at said meeting either in person or by proxy, constituting the necessary quorum. A total of 12,470.592 shares were cast in favor of the amendments. Accordingly, the stockholders may only amend or repeal the last sentence of the paragraph of the Articles beginning “Eleventh” by a vote of the stockholders no less than 12,470.592 shares in favor of any such amendment or repeal. The number of votes cast in favor to amend the Articles of Incorporation of the Bessemer Irrigating Ditch Company has been filed with the Colorado Secretary of State by a Certificate Of Amendment To The Articles Of Incorporation Of The Bessemer Irrigating Ditch Company.