OVERLAND DITCH & RESERVOIR COMPANY

AMENDMENTS TO THE BYLAWS – FEBRUARY 14, 2005

The following amendments of the Bylaws of the Overland Ditch and Reservoir Company were presented for approval by the shareholders at the annual meeting held on February 14, 2005. The amendments passed.

Article 4, Section 5 (added language underlined)
Monthly meetings of the board shall be held on the first Wednesday in each month after the annual election and at such times as may be necessary. All such meetings shall be held at the office of the Company or other suitable public place, and a notice of one day to the members of the Board of Directors shall be given of all special meetings.

Article 4, Section 6 (new amendment)
If any duly elected Board member misses more than three (3) monthly board meetings in one year they may be replaced by the remaining Board.

Article 8 (new amendment)
The list of names and addresses of shareholders shall be made available only to shareholders and officers upon request within ten (10) days, or to others with legitimate reason as determined by the Board.