AMENDMENTS TO

 THE OVERLAND DITCH & RESERVOIR CO BY-LAWS

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)
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.

AMENDMENT TO THE BYLAWS – FEBRUARY 13, 2006

The following amended Article 4, Section 1 of the By-Laws was approved by the shareholders at the 2006 Annual Meeting, February 13, 2006.

Article 4, Section 1 (as amended - additions underlined.) 

The Board of Directors shall consist of five (5) members who shall be elected by the stockholders at the annual meeting for two-year terms; provided, however, that at the election of directors held on February 14, 1983, three (3) directors were elected to two-year terms and two directors were elected for one-year terms and, thereafter, all successor directors have been elected for two year terms so that terms of directors are staggered.  Directors shall continue to serve until their successors have been duly elected and qualified.  Directors shall be individuals who are at least 18 years of age and who are also stockholders of the Company.  An individual who is a trustee of a trust or a stockholder, partner, or member of a corporation, partnership, limited liability company, limited partnership, limited liability partnership, or other legal entity which is a stockholder shall be considered to be a stockholder for the purposes of this Section.

AMENDMENT TO THE BYLAWS – FEBRUARY 9, 2009

The following amended Article 4, Section 5 of the By-Laws was approved by the shareholders at the 2009 Annual Meeting, February 9, 2009.

Article 4, Section 5   (as amended)

Following the annual board election, the newly seated board will meet and select a monthly meeting date to be held sometime during the second or third week of each month.  This monthly meeting day will remain in place until the next annual election.  Shareholders will be notified (company web site posting) of the time and date of such meetings.  All such meetings shall be held at the office of the Company or other suitable public place, and notice of one day to the members of the Board of Directors shall be given of all special meetings.