Amended and Restated Bylaws of The Bessemer Irrigating Ditch Company

As adopted: May 11, 2009
As amended: Nov. 12, 2019; Dec. 7, 2017; Dec. 8, 2016; Aug. 12, 2015; Sept. 9, 2010

ARTICLE I - OFFICERS

SECTION 1. The officers of The Bessemer Irrigating Ditch Company (the "Company") shall consist of a President, Vice-President, Secretary, and Treasurer, who shall be chosen by the directors at their first meeting following the annual meeting of the stockholders in each year. They shall be elected from the Board of Directors, except the Secretary and the Treasurer who may or may not be directors. Said officers shall hold their respective offices until their successors are elected and enter upon the duties of their offices.

The Board may also appoint an Assistant Secretary and an Assistant Treasurer, who may be one and the same person, and who need not be directors and who shall hold office at the pleasure of the Board. The Assistant Secretary and the Assistant Treasurer shall perform only such duties, and exercise only such powers, as may be granted to them by resolution of the Board of Directors.

SECTION 2. Any two of said offices, except the offices of President and Vice­ President, may be held by the same person at the same time.

SECTION 3. Any officer may be removed by the Board of Directors whenever in their absolute discretion they consider it advisable so to do.

ARTICLE II - DUTIES OF OFFICERS

SECTION 1. PRESIDENT. It shall be the duty of the President, when present, to preside at all meetings of the directors, to sign all certificates of stock, to sign all notes, bonds, deeds, agreements or other instruments of writing made or entered into by or on behalf of the Company; to sign all orders drawn upon the Treasurer for the payment of money.

The President shall exercise general supervision of the entire business of the Company and the management of every department, and all of the property of the Company shall be under his control.

Provided, that it shall be his duty to present to the Board of Directors, at each meeting of the Board, a report briefly showing the nature of each and every contract or other instrument executed by him since the last meeting, and any and all such contracts or other instruments must be approved by the Board before they shall become legally binding upon the Company.

The President shall have the power, with the approval of a majority of the Board of Directors, of appointment and dismissal of a Superintendent and of such other agents and employees as he shall deem advisable, and shall have the authority, subject to the approval or rejection of the Board, to fix the salary and compensation of said Superintendent and of such agents and employees.

He shall, in general, perform all such duties as are ordinarily incident to his office or as the Board of Directors may from time to time prescribe.

SECTION 2. VICE-PRESIDENT. It shall be the duty of the Vice-President, in the absence or disability of the President, to perform all such functions as belong to the office of the President, and he shall perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 3. SECRETARY. It shall be the duty of the Secretary to give notice of all meetings of the stockholders and of the Board of Directors. He shall attend all meetings of the stockholders and of the Board of Directors and shall keep a true and fair record of the proceedings of such meetings.

He shall prepare and keep proper books of record and of account of the business of the Company, and such other books and records as the Board of Directors may from time to time prescribe. He shall sign and register all certificates of stock. He shall be the custodian of the corporate seal and shall attach the same to 11 papers and documents requiring same, and shall attest same with his signature. He shall be the custodian of all the books, records and papers belonging to the Company. He shall make out all accounts and vouchers and shall, in general, perform all such duties as are incident to his office or which may be required of him by the Board of Directors.

All work orders and orders for materials, supplies or repairs must be signed by the Secretary.

SECTION 4. TREASURER. The Treasurer shall be the custodian of the funds of the Company until the same shall be disposed of by order of the Board of Directors. He may be required to give bond satisfactory to the Board of Directors. No money shall be paid out by the Treasurer except by order of the President.