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RECORD OF PROCEEDINGS MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE FULTON IRRIGATION DITCH COMPANY HELD MONDAY, JANUARY 26, 2004 The Annual Meeting of the stockholders of the Fulton Irrigation Ditch Company was held in the training room of the Brighton Police building at 3401 East Bromley Laje, Brighton, Colorado at I :30 p.m. President Steve Brancucci called the meeting to order at 1:35 p.m. The first order of business being the reading of the call, Secretary Brice Steele reported that the notice of the call had been mailed to all stockholders of record at their addresses shown on the books of the Company and that notice had been published in the Brighton Standard Blade as required by the Company Bylaws, President Brancucci called for a motion to dispense with the reading, Stockholder Forrest Tedford so moved, Stockholder Alfred Windler seconded said motion and it passed unanimously. " President Brancucci having appointed Jody Kamm to the proxy committee and having that Committee's report stated that 355.49 shares were present in person and 4,6 I 4,50 by proxy for a total of 4,966.00 shares. President Brancucci declared a quorum present and opened the meeting for business. The first matter of business to come before the meeting was the approval of the Minutes from the Annual Stockholders meeting held January 27,2003. Following the " reading of the Minutes by Secretary Brice Steele, Stockholder Robert Sakata moved and Stockholder Alfred Windler seconded that the Minutes be approved as read and written, said Motion passed unanimously. The next matter of business being the approval of the annual fmancial report, Mr. Steele reported as to the contents of the report prepared by accountants at Clifton Gunderson LLP, a copy of which was included in the packets received by each stockholder in attendance. Stockholder Cecil King moved that the Financial Report be approved as presented, Stockholder Dave Petrocco, Sr. seconded that motion and it passed unanimously. President Brancucci then reported with regard to necessary spillway repairs. A leak in the Spillway had been discovered late in the 2003 season. Tetra Tech RMC had been hired to investigate the severity of the leak and possible ways in which to repair it. Before introducing Engineer Chris Crowley with Tetra Tech RMC, President Brancucci reported that as it turned out the leak, if not repaired, could lead to the failure of the spillway and diversion structure as a whole. Mr, Crowley presented the designs of the current structure and designs for the proposed repair. The structure currently in place had been constructed in 1966 and major repairs had been done to half of the structure in'1985. The concrete remained in good condition but the wood piling continued to deteriorate. In 1985 steel sheet pile had been driven about half way across the structure and had succeeded in keeping the structure operational up until this time. The repair being proposed consisted of additional sheet pile, concrete caps on the up and downstream side of the spillway and the filling of the void underlying the structure with grout pumped through holes drilled in the floor of the structure spillway. The estimated costs of the repair were close to $250,000 including engineering, materials and construction. The matter had been put out to bid with the condition that all construction be completed no later than March 15th. No permits would be necessary to complete the project and the life of the structure should be extended by 30-40 years.