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Section 33. Issuer-Owned Bonds. The Board of Directors of the D istrict covenants that it will present at the m eeting a certificate, signed and verified by one member thereof and by the D istrict Treasurer, stating the m aturities and serial num bers of all bonds owned by, or held for account of, the District, directly or indirectly. No person shall be perm itted at the m eeting to vote or consent w ith respect to any bond appearing upon such certificate, or any bond which it shall be established at or prior to the m eeting is owned by the D istrict, directly or indirectly, and no such bond (in this resolution referred to as “issuer-owned bond”) shall be counted in determ ining w hether a quorum is present at the meeting. Section 34. Quorum and Procedure. A representation of at least sixty-six and tw o-thirds per cent (66-2/3%) in aggregate principal am ount of the bonds then outstanding (exclusive of bonds, if any, owned by the D istrict) shall be necessary to constitute a quorum at any meeting of bondholders, but less than a quorum may adjourn the meeting, from tim e to time, and the m eeting may be held as so adjourned w ithout further notice, w hether such adjournm ent shall have been had by a quorum or by less than a quorum. The Board of Directors of the D istrict shall, by an instrum ent in w riting, appoint a tem porary chairman of the meeting, and the m eeting shall be organized by the election of a perm anent chairman and a secretary. A t any m eeting each bondholder shall be entitled to one vote for every $1,000 principal am ount of bonds with respect to which he shall be entitled to vote as aforesaid, and such vote may be given in person or by proxy duly appointed by an instrum ent in w riting presented at the meeting. The Board of Directors of the District, by its duly authorized representative, may attend any m eeting of the bondholders, but shall not be required to do so. Section 35. Vote Required. A t any such m eeting held as aforesaid there shall be subm itted for the consideration and action of the bondholders a statem ent of proposed action, consent to which is desired, and if such action shall be consented to and approved by bondholders holding at least sixty-six and tw o-thirds per cent (66%% ) in aggregate am ount of the bonds then outstanding (exclusive of issuer-owned bonds) the chairman and the secretary of the m eeting shall so certify in w riting to the Board of Directors of the District, and such certificate shall constitute complete evidence of consent of bondholders under the provisions of this resolution. A certificate signed and verified by the chairman and the secretary of any such meeting, shall be conclusive evidence and the only competent evidence of m atters stated in such certificate relating to proceedings taken at such meeting. Section 36. Provisions Necessary to Assure Marketability. The provisions of this resolution and particularly the covenants set forth herein are deemed necessary by the Board of Directors of the D istrict to assure the m arketability of the bonds authorized by this resolution. Section 37. Proceedings Constitute Contract. The provisions of this resolution and of the resolutions providing for the sale of the bonds, award of the bonds and fixing the interest rate or rates thereon shall constitute a contract between the D istrict and the bondholders enforceable in the m anner provided in this resolution and by law and shall be irrepealable but shall be subject to modification to the extent and in the m anner provided in Sections 29 to 35, inclusive, of this resolution, but to no greater extent and in no other manner. ST A T E O F N EV A D A ] CO U N TY O F CLA RK L ss. C ITY O F LAS VEGAS J I, H A RR Y E. M IL L E R , Secretary of the Las Vegas Valley W ater D istrict and the Board of Directors thereof, DO H E R E B Y C E R T IF Y th at the foregoing resolution was duly adopted by more than a m ajority of the members of the Board of Directors of said District, at an adjourned regular m eeting of said Board of Directors held on the 8th day of January, 1954, and th at said resolution is entered on the record in the minutes of said Board of Directors. D ated: January 8, 1954 H A R R Y E. M IL L E R (SEA L ) 15 Secretary of the Las Vegas Valley W ater D istrict and the Board of Directors thereof. A P P E N D IX A -l A N A C T T O V A L I D A T E A L L A C T S A N D P R O C E E D IN G S O F T H E L A S V E G A S V A L L E Y W A T E R D IS T R IC T F O R T H E A U T H O R IZ A T IO N , IS S U A N C E A N D S A L E O F B O N D S O F S A ID D IS T R IC T . (Approved January 9, 1954) The People of the State of Nevada, represented in Senate and Assembly, do enact as follows: Section 1. All acts and proceedings heretofore taken by or on behalf of the Las Vegas Valley W ater D istrict under law, or under color of law, for the authorization, issuance and sale of bonds of said district are hereby confirmed, validated and declared legally effective. This shall include all acts and proceedings of the board of directors of said district including, but not limited to, the term s, provisions, conditions and covenants of any resolution adopted by the board of directors of said district providing for the issuance and sale of said bonds, the fixing of rates, the redemption of bonds before m aturity, the levy and collection of taxes, the pledge and use of revenues, and the establishment of funds, and all acts and proceedings of any person, public officer, board or agency heretofore done or taken upon or in connection w ith the authori­zation, issuance and sale of said bonds. All or any part of said bonds heretofore authorized by vote of the qualified electors to be issued and hereafter issued and delivered in accordance with said authorization shall be legal and binding obligations of said district, notw ithstanding any changes which said board of directors may hereafter order to be made in the m aturity dates of such bonds, provided th at said bonds are made to m ature within the period of time specified in the notice calling the election. Sec. 2. (a) This act shall operate to supply such legislative authorization as may be necessary to validate any such acts and proceedings heretofore taken which the legislature could have supplied or provided for in the law under which such acts or proceedings were taken. (b) This act shall be limited to the validation of acts and proceedings to the extent to which the same can be effectuated under the state and federal constitutions. (c) This act shall not operate to confirm, validate, or legalize any act, proceedings, or other m atter the legality of which is being contested or inquired into in any legal proceeding now pending and undetermined, and shall not operate to confirm, validate, or legalize any act, proceeding, or other matter which has heretofore been determined in any legal proceeding to be illegal, void or ineffective. Sec. 3. This act shall become effective upon passage and approval. (Chap. 7, Statutes of Nevada, Special Session of 1954.)