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Section 33 . I s s u e r - O w n e d B o n d s . The Board of Directors of the District covenants that it will present at the meeting a certificate, signed and verified by one member thereof and by the District Treasurer, stating the maturities and serial numbers of all bonds owned by, or held for account of, the District, directly or indirectly. No person shall be permitted at the meeting to vote or consent with respect to any bond appearing upon such certificate, or any bond which it shall be established at or prior to the meeting is owned by the District, directly or indirectly, and no such bond (in this resolution referred to as “issuer-owned bond”) shall be counted in determining whether a quorum is present at the meeting. Section 3 4 . Q u o r u m a n d P r o c e d u r e . A representation of at least sixty-six and two-thirds per cent (66-2/3% ) in aggregate principal amount of the bonds then outstanding (exclusive of bonds, if any, owned by the District) shall be necessary to constitute a quorum at any meeting of bondholders, but less than a quorum may adjourn the meeting, from time to time, and the meeting may be held as so adjourned without further notice, whether such adjournment shall have been had by a quorum or by less than a quorum. The Board of Directors of the District shall, by an instrument in writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by the election of a permanent chairman and a secretary. At any meeting each bondholder shall be entitled to one vote for every $1,000 principal amount 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 instrument in writing presented at the meeting. The Board of Directors of the District, by its duly authorized representative, may attend any meeting of the bondholders, but shall not be required to do so. Section 35. V o t e R e q u i r e d . At any such meeting held as aforesaid there shall be submitted for the consideration and action of the bondholders a statement 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 two-thirds per cent (66I, 2/s% ) in aggregate amount of the bonds then outstanding (exclusive of issuer-owned bonds) the chairman and the secretary of the meeting shall so certify in writing 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 matters stated in such certificate relating to proceedings taken at such meeting. Section 36. P r o v i s i o n s N e c e s s a r y t o A s s u r e M a r k e t a b i l i t y . The provisions of this resolution and particularly the covenants set forth herein are deemed necessary by the Board of Directors of the District to assure the marketability of the bonds authorized by this resolution. Section 37. P r o c e e d i n g s C o n s t i t u t e C o n t r a c t . 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 District and the bondholders enforceable in the manner provided in this resolution and by law and shall be irrepealable but shall be subject to modification to the extent and in the manner provided in Sections 29 to 35, inclusive, of this resolution, but to no greater extent and in no other manner. STATE OF NEVADA 1 COUNTY OF CLARK l ss. C IT Y O F LAS VEGAS I, H A R R Y E. M IL L E R , Secretary of the Las Vegas Valley W ater District and the Board of Directors thereof, DO H E R E B Y C E R T IF Y that the foregoing resolution was duly adopted by more than a majority of the members of the Board of Directors of said District, at an adjourned regular meeting of said Board of Directors held on the 8th day of January, 1954, and that said resolution is entered on the record in the minutes of said Board of Directors. Dated: January 8, 1954 H A RRY E. M IL L E R (S E A L ) 15 Secretary of the Las Vegas Valley W ater District 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 I N 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 I S T R I C T F O R T H E A U T H O R I Z A T I O N , I S S U A N C E A N D S A L E O F B O N D S O F S A I D D I S T R I C T . (Approved January 9, 1954) The P eople o f the State o f N evada, represented in Senate and Assembly, do enact as follow s: Section 1. All acts and proceedings heretofore taken by or on behalf of the Las Vegas Valley W ater District 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 terms, 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 maturity, 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 with 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, notwithstanding any changes which said board of directors may hereafter order to be made in the maturity dates of such bonds, provided that said bonds are made to mature 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 matter 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.)