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 IX - AMENDMENT OF BY-LAWS

SECTION 1. Except as otherwise provided in the Articles of Incorporation of the Company (as amended from time to time), or in Article VI, Section 5.G., above, these bylaws may be altered, amended, revised or repealed, or additional bylaws adopted, at any regular or special meeting of the Board of Directors, by a majority of the Board.

ARTICLE IX - INDEMNIFICATION

SECTION 1. The Company shall, to the full extent permitted by Colorado law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that he is or was an employee, director, or officer of the Company. The right of indemnification shall inure to the benefit of the heirs, executors, administrators, and Personal Representatives of the director or officer.

SECTION 2. Any liability for indemnity by the Company shall be reduced or eliminated to the extent of any insurance benefits paid or recovered, either by the Company or by the director or officer involved.

The Bylaws of the Bessemer Irrigating Ditch Company were amended, including, among other provisions, Article VI, Section 5.G of the Bylaws, by 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 with 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 voting requirement described in Article VI, Section 5.G above to amend or repeal the provisions of subsections 5.B., 5.C., 5.D., 5.F., and 5.G. of Article VI of the Bylaws, shall be no less than 12,470.592 shares in favor of any such amendment or repeal of those provisions.