BYLAWS OF SPEARFISH EVANS-TONN DITCH COMPANY

Voting members of the Corporation will be the owners of real property that have Board of Director's approved access to the Corporation's irrigation system within the following described real property: T6N, R2E, Lawrence County SD: Section 3: NW1/4; and W 1/2SW1/4. Section 4: NE1/4; and E1/2SE1/4. T7N, R2E, Lawrence County SD; Section 33: SE1/4; W1/2NE1/4;and E1/2SW1/4. Section 34: W1/2SW1/4.

Each parcel of land located within the membership area as described in Article I. shall have one (1) vote per quarter (1/4) acre or fraction thereof (to be rounded up to nearest quarter) for all matters and elections before the Corporation. No member(s) shall be entitled to additional voting power by means of joint or common ownership. A member may vote in person, through a proxy appointed by a written instrument dated and signed by the member or their duly authorized attorney-in-fact and delivered to the secretary of the meeting, or by mail by a writing dated and signed by the member or by their duly authorized attorney-in-fact and received by the secretary of the meeting. A proxy or mail vote shall be valid for a specific meeting, unless a longer period is expressly provided therein. A member's voting rights may be suspended by the Board of Directors as provided in Article VII.

Section 1. Quorum. Except as otherwise provided by law, a quorum at all meetings of members of the Corporation shall consist of one-third (1/3) of the authorized (not suspended) membership voting power, present in person, by proxy, or mail vote. Section 2. Voting. A quorum being present, a majority vote shall be the act of the Corporation.

Section 1. Annual Meetings. a. The annual meeting of the voting members of the Corporation, commencing with the year 2007, shall be held at such place as may be determined by the Board of Directors and as may be designated in the notice of such meeting. The meeting shall be held on April 1st or as soon thereafter as possible in each year. The business to be transacted at such meeting shall be the nominations for and the election of directors, the purposes set forth in the notice of the meeting, and such other business as shall be properly brought before the meeting. b. If the election of directors shall not be held on the day designated for the annual meeting, or at the adjournment of such meeting, the Board of Directors shall call a special meeting of the members as soon as conveniently possible thereafter. At such meeting the election of directors shall take place, and such election and any other business transacted thereat shall have the same force and effect as at an annual meeting duly called and held. c. In the event the annual meeting is not held at the time prescribed in Article IV, Section l(a) above, and if the Board of Directors shall not call a special meeting as prescribed in Article IV, Section l(b) above, within two (2) months after the date prescribed for the annual meeting, then any voting member may call such meeting, and at such meeting the voting members may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held. Section 2. Special Meetings. Special meetings of the members may be called by the President or the Board of Directors. Section 3. Notice and Purpose of Meetings. Each member entitled to vote shall be given in person, by mail, or by facsimile or electronic transmission, written printed notice of the purpose or purposes, and the time and place of every meeting of members. Section 4. Presiding Officer; Order of Business. a. Meetings of the voting members shall be presided over by the President. The President shall also serve as Chairperson of the Board. b. The Secretary of the Corporation shall act as secretary of ever/ meeting, but if the Secretary is not present, the members entitled to vote at the meeting shall choose any person present to act as secretary of the meeting. c. The order of business shall be, if applicable, as follows: (1) Call of meeting to order. (2) Proof of notice of meeting. (3) Reading of minutes of last previous meeting. (4) Reports of officers, (5) Reports of committees. (6) Election of directors. (7) Miscellaneous business. Section 5. List of Members. a. A complete list of the members entitled to vote at the ensuing meeting, arranged in alphabetical order, and showing the address, shall be prepared by the Secretary, or other officer of the Corporation having charge of the Corporate Books. b. The original Corporate Books shall be prima facie evidence as to who are the voting members entitled to examine such list or to vote at any meeting of the members. c. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting of the members. Section 6. Member Responsibilities a. Members are responsible to clean the ditch associated with the member's property prior to Cleanup Date each year. If the ditch is not cleaned, the ditch company will assess a fee of $100 per man-hour in addition to expenses for required equipment. Time will be charged on 15 minute increments ($25) with a minimum charge of $50 for cleaning. b. Maintenance, cleaning and repair of lateral ditches is the responsibility of the landowners on or adjacent to whose property the ditch flows. Laterals are defined according to the DENR map of 2005. Lateral user members are encouraged to contact the Board of Directors for issues related to their lateral. The board will consider cost sharing on a case-by-case basis. c. Unauthorized obstructions in the main ditch or laterals will not be allowed. d. The main ditch is maintained by the ditch company. Repairs and modifications to the main ditch must be approved by the board of directors. e. During the irrigation season, members shall report flow issues first to the ditch walker. If the issue is not resolved the board of directors can be notified.

Section 1. Number, Qualification, Term, Quorum, and Vacancies. a. The property, affairs and business of the Corporation shall be managed by a Board of Directors of five (5) persons. Directors shall be elected at the annual meeting of the members and each director shall serve for three (3) years and until their successor shall have been elected and qualified. Initially, tvvo (2) directors will be elected to serve a term of three (3) years, two (2) directors will be elected to serve a term of two (2) years, and one (1) director shall be elected to serve a term of one (1) year. b. Directors must be members of the Corporation. c. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business by the directors. A majority vote of the quorum shall be the act of the Board of Directors. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained. In case there are vacancies in the Board of Directors, other than vacancies created by the removal of a director or directors by the voting members, the remaining directors, although less than a quorum, may by a majority vote elect a successor or successors for the unexpired term or terms. d. The Board of Directors shall elect the principal officers. The President shall also serve as Chairperson of the Board. Section 2. Meetings. Meetings of the Board of Directors shall be held at such place as may be determined by the Board of Directors and as may be designated in the notice of such meeting. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the members. Special meetings may be held at any time upon call of the Chairperson, or any director, upon notice. Notice of a special meeting shall be given in person, by mail, by facsimile transmission, or by electronic transmission. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all the directors are present or if, before the meeting, those not present waive such notice in writing. Notice of a meeting of the Board of Directors need not state the purpose of, nor the business to be transacted at, such meeting. Section 3. Removal. a. At any meeting of the voting members, any director or directors may be removed from office, without assignment of any reason thereof, by a two-thirds (2/3) vote of the members entitled to vote at such meeting. b. \.Mien any director or directors are removed, new directors may be elected at the same meeting of the members for the unexpired term of the director or directors removed. If the voting members fail to elect persons to fill the unexpired term or terms of the director or directors removed, such unexpired terms may be considered vacancies on the Board to be filled by the remaining directors. Section 4. Compensation. No director shall receive compensation for any services rendered to the Corporation, However, any director may be reimbursed for their actual expenses incurred in the performance of their duties if authorized by the other directors. Section 5. Duties. The duties of the directors shall include, but are not limited to, the following: a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members; b. Oversee all officers, agents and employees of this Corporation, and to see that their duties are properly performed; c. Cause to be sent written notice of such charges to every member subject to at least thirty (30) days' advance notice of the effective date of such rates or charges; d. To issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any charge has been paid. A reasonable charge may be made by the Board for the issuance of such certificates. If the certificate states that charges have been paid, such certificate shaii be conclusive evidence of payment, e. To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. f. To terminate or suspend water service provided by, or the use of facilities of, the Corporation to any nonmember or to any member for the period of time that the charges due the Corporation from said member are delinquent. When such delinquent charges are paid by said member, the Board of Directors will promptly restore water service and use of the facilities to said member; g. Exercise for the Corporation all powers, duties and authorities vested in or delegated to the Corporation and not reserved to the membership by other provisions of these Bylaws or the Articles of Incorporation; h. Declare the office of a member of the Board of Directors to be vacant in the event that such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and i. To approve any contracts for employment of any manager, independent contractor, or any employee as it deems necessary, and to prescribe their duties, in the course of maintaining, improving, operating or administering the Corporation or any of the Corporation's property or rights. j. To take any other act reasonably necessary for the protection of the Spearfish Evans-Tonn Ditch and the Corporation's water rights.

Section 1. Number. The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer. The President shall also be Chairperson of the Board. In addition, there may be such subordinate officers as the Board of Directors may deem necessary. Any person may hold two offices, but no more than two, except no person shall simultaneously serve as the President and either the Secretary or Treasurer. Section 2. Term of Office. The initial principal officers shall be chosen by the initial Board of Directors named in Article VI 11 of the Articles of Incorporation. Thereafter, the principal officers, shall be chosen annually by the Board of Directors at the meeting of the Board following the members' annual meeting, or as soon thereafter as is conveniently possible. Subordinate officers may be chosen from time to time. Each officer shall serve until their successor has been chosen and qualified, or until their death, resignation or removal, Section 3. Removal. Any officer may be removed from office, with or without cause, at any time by the affirmative vote of a majority of the authorized Board of Directors. Section 4. Vacancies. Any vacancy in an office may be filled for the unexpired portion of the term by the Board of Directors. Section 5. Duties. a. The President shall have general superv1s1on of the affairs of the Corporation, shall sign or countersign all contracts or other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and members, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors. The President shall preside at all meetings of the members and the Board of Directors. b. The Vice-President shall exercise the functions of the President during the absence or disability of the President. The Vice-President shall have such powers and discharge such duties as may be assigned from time to time by the Board of Directors. c. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Corporation and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the voting members; keep appropriate current records showing the members of the Corporation together with their addresses, complete and file the corporate report with the Secretary of State as required by SDCL chapter 47-24, and shall perform such other duties as required by the Board of Directors and incident to the office. d. The Treasurer shall receive and deposit in an appropriate bank account all monies of the Corporation and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Corporation; keep proper books of account; shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and shall perform such other duties as required by the Board of Directors and incident to the office. e. Other subordinate officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them by the resolutions appointing them, or by subsequent resolutions adopted from time to time. f. In case of absence or disability of any officer of the Corporation and of any person hereby authorized to act in their place during such period of absence or disability, the Board of Directors may from time to time delegate the powers and duties of such officer to any other officer, or any director, or any other person whom it may select. Section 6. Compensation. No officer shall receive compensation for any services rendered to the Corporation. However, any officer may be reimbursed for their actual expenses incurred in the performance of U1eir duties if authorized by the Board of Directors.