Portneuf-Marsh Valley Canal Co Ltd

“One class of stock - each outstanding share of stock is entitled to one vote on each matter submitted to a vote of stockholders. For the transaction of business other than the election of directors, voting may be by acclamation unless a ballot vote is demanded by any of the stockholders present.”

“All shareholders have equal rights based on the number of shares owned. Additional members must own the real property attached to a water share. Shares can be transferred with board approval and proper documentation. Current owner must sign over their stock certificate to the new owner and a new stock certificate will be issued by the company. The certificate must be signed by the president and secretary.”

“The business and affairs fo the company shall be managed by its board of directors. The board has the authority to employ and determine wages of the watermaster and other persons employed by the company. As well as compensation paid to the officers. The board will levy and collect assessments for the purpose of paying expenses, conducting business and paying debts. Any any other acts as are reasonably necessary and allowd by idaho law to perform the busienss of the company.”

“Board reviews and approves the form 990 at the board / shareholder meetings by vote.”

“Bylaws of portneuf marsh valley canal company give compensation decisions to the board of directors for both key emplouees and directors compenseation - article 3 section 3.1”

“Bylaws of portneuf marsh valley canal company in areicle 3 section 3.1 gives the board of directors authority to employ key employees (i.e. Watermaster) and determine the annual compensation to be paid. Compensation is reviewed on an annual basis.”

“All governing documents are available upon request - documents / financial statemetns are maintained at the treasurers office in downey idaho. All directors have a copy of the bylaws and annual reivew as provided by jordan & company cpa.”

“No change in account method”