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i Section 33. Issuer-Owned Bonds. T h e Board o f D irectors o f the D istrict covenants that it w ill present at the meeting' a certificate, signed and verified b y one m em ber thereof and b y the D istrict Treasurer, stating the maturities and serial num bers o f all bonds ow ned by, or held for account of, the D istrict, directly or indirectly. N o 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 w hich it shall be established at or prior to the m eeting is ow ned b y the District, directly or indirectly, and no such bond (in this resolution referred to as “ issuer-ow ned bond ” ) shall be counted in determ ining w hether a quorum is present at the meeting. Section 34. Quorum and Procedure. A representation o f at least sixty-six and tw o-thirds per cent (6 6 -2 /3 % ) in aggregate principal am ount o f the bonds then outstanding (exclusive o f bonds, if any, ow ned b y the D istrict) shall be necessary to constitute a quorum at any m eeting o f bondholders, but less than a quorum m ay adjourn the m eeting, from tim e to time, and the m eeting m ay be held as so adjourned w ithout further notice, w hether such adjournm ent shall have been had b y a quorum or b y less than a quorum . T h e Board o f D irectors o f the D istrict shall, b y an instrument in w riting, appoint a tem porary chairman o f the m eeting, and the m eeting shall be organized b y the election o f 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 o f bonds with respect to w hich he shall be entitled to vote as aforesaid, and such vote m ay be given in person or by p roxy duly appointed b y an instrument in w riting presented at the meeting. T he Board o f D irectors o f the D istrict, b y its duly authorized representative, m ay 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 statement o f proposed action, consent to w hich is desired, and if such action shall be consented to and approved b y bondholders holding at least sixty-six and tw o-thirds per cent (6 6 % % ) in aggregate am ount o f the bonds then outstanding (exclusive o f issuer-ow ned bonds) the chairman and the secretary of the m eeting shall so certify in w riting to the Board o f D irectors of the D istrict, and such certificate shall constitute com plete evidence o f consent of bondholders under the provisions o f this resolution. A certificate signed and verified b y the chairman and the secretary of any such m eeting, shall be conclusive evidence and the only com petent evidence o f matters stated in such certificate relating to proceedings taken at such m eeting. Section 36. Provisions Necessary to Assure Marketability. T h e provisions o f this resolution and particularly the covenants set forth herein are deemed necessary b y the Board o f D irectors o f the D istrict to assure the m arketability o f the bonds authorized b y this resolution. Section 37. Proceedings Constitute Contract. T h e provisions o f this resolution and o f the resolutions providing for the sale o f the bonds, award of the bonds and fixing the interest rate or rates thereon shall constitute a contract betw een the D istrict and the bondholders enforceable in the manner provided in this resolution and b y law and shall be irrepealable but shall be subject to m odification to the extent and in the manner provided in Sections 29 to 35, inclusive, o f this resolution, but to no greater extent and in no other manner. S T A T E O F N E V A D A C O U N T Y O F C L A R K C IT Y O F L A S V E G A S ss. I, H A R R Y E. M IL L E R , Secretary o f the Las V egas V alley W ater D istrict and the Board o f D irectors thereof, D O H E R E B Y C E R T IF Y that the foregoin g resolution was duly adopted b y m ore than a m ajority o f the members of the Board of D irectors o f said D istrict, at an adjourned regular m eeting o f said Board o f D irectors held on the 8th day o f January, 1954, and that said resolution is entered on the record in the minutes o f said Board of D irectors. Dated: January 8, 1954 H A R R Y E. M IL L E R (S E A L ) 15 Secretary of the Las V egas V alley W ater D istrict and the Board o f D irectors thereof. A P P E N D IX A -l A N A C T T O V A L ID A T E A L L AC TS 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 IST R IC T FO R T H E A U T H O R IZ A T IO N , IS SU A N C E A N D SA L E O F B O N D S O F SA ID D ISTR IC T. (Approved January 9, 1954) The People of the State of Nevada, represented in Senate and Assembly, do enact as follows: Section 1. A ll acts and proceedings heretofore taken by or on behalf o f the Las V egas V alley W ater D istrict under law, or under color o f law, for the authorization, issuance and sale o f bonds o f 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 o f 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 redem ption of bonds before maturity, the levy and collection of taxes, the pledge and use o f revenues, and the establishment o f 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. A ll or any part of said bonds heretofore authorized by vote o f the qualified electors to be issued and hereafter issued and delivered in accordance with said authorization shall be legal and binding obligations o f said district, notw ithstanding any changes w hich said board o f directors m ay hereafter order to be made in the maturity dates o f such bonds, provided that said bonds are made to mature within the period o f tim e specified in the notice calling the election. Sec. 2. (a ) T his act shall operate to supply such legislative authorization as m ay be necessary to validate any such acts and proceedings heretofore taken w hich the legislature could have supplied or provided for in the law under w hich such acts or proceedings w ere taken. (b ) T his 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 o f w hich 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 m atter w hich has heretofore been determined in any legal proceeding to be illegal, void or ineffective. Sec. 3. T his act shall becom e effective upon passage and approval. (Chap. 7, Statutes o f N evada, Special Session o f 1954.)