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<br />WRITIEN CONSENT IN LIEU OF <br />A SPECIAL MEETING OF <br />THE SHAREHOLDERS OF <br />VOUGA RESERVOIR ASSOCIATION <br />September 17, 1996 <br /> <br />- <br /> <br />In lieu of a Special Meeting of the Shareholders ofVouga Reservoir Association., a Colorado <br />corporation (the "Corporation"), the shareholders ofthe Corporation, in accordance with Sections <br />7-107-104, Colorado Revised Statutes, lmAnimously agree to and adopt the following resolutions: <br /> <br />RECITALS <br /> <br />A. The Articles of Incorporation of the Corporation provide that the Corporation shall <br />have at least three directors. <br /> <br /> <br />Woody Watson and Greg Peterson., resigned <br />; g member of the Board of Directors, Remy <br /> <br />~~jfVacancies on the Board of Directors <br />quorum can meet, a special meeting of the <br /> <br />Now, therefore, the following actions are taken by the shareholders: <br /> <br />1. The shareholders hereby elect Ruth Labrouche as a director of the Corporation., to fill <br />one of the vacancies resulting from the resignations of Greg Peterson and Woody Watson. Effective <br />immediately, such new director shall serve as a director for the remaining tenn of the director she <br />replaces, and thereafter until her successor is duly elected. <br /> <br />2. The second vacancy shall not be filled at this time. New directors will be elected at <br />the next annual meeting of the shareholders. <br /> <br />Each shareholder, by signing this consent, waives notice of the time, place and purpose of this <br />Special Meeting of the Shareholders and agrees to the transaction of the business of this Special <br />Meeting by unanimous written consent of the shareholders in lieu of such Special Meeting. <br /> <br />Dated: September 17, 1996. <br /> <br />:'." <br />-' .:.;. '" 1"1 (I ..~." ..~ <br /> <br />APPROVED: <br /> <br /> <br />~~e <br /> <br />~/~~ <br />"--- <br /> <br />f . .-'~' 'tJ"-""""""'<:..ic JJ'/, '.'J' <br />'" " ~'- ~ <(J a.~ ~/)-' <br />';.~'j~"~'/. l):;~\'"'<, <br /> <br /> <br />bO'.'<;~ ~ <br />eO \~~ <' /' - ~,/ ,/ <br />. (J1J~:\;I'~voo,,.- r( ~ J-....t'.A. -,~.J"",--- <br /> <br />'. ,'/ i:.~ ^ I . u Labrouche <br /> <br />','- , " . " ~) <br />