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<br />II"" <br /> <br />.' <br /> <br />STATE OF COLORADO ) <br />) ss. <br />COUNTY OF PROWERS ) <br /> <br />AFFIDA VIT <br /> <br />I, Donald F. Higbee, being first duly sworn upon oath, state as follows: <br /> <br />1. I am the Secretary and Treasurer of the Lower Arkansas Water <br />Management Association ("LA WMA"). <br /> <br />2. On December 2, 2003 LA WMA's annual meeting (the "annual meeting") <br />was held in accordance with LAWMA's Articles ofIncorporation and Bylaws at the Cow Palace <br />Inn in Lamar, Colorado. Notice of the annual meeting was sent to the Colorado Water <br />Conservation Board ("CWCB"). <br /> <br />3. LAWMA's Bylaws provide that each shareholder member shall have one <br />vote for each share of stock standing in the shareholder's name on the books of the corporation <br />in addition to one vote for each well or other structure owned by the shareholder member and <br />registered with LAWMA. LAWMA's Bylaws also provide that each non-shareholder member <br />shall have one vote for each well or other structure owned by the non-shareholder member and <br />registered with LAWMA. The votes that LAWMA's shareholder and non-shareholder members <br />are entitled to under LA WMA' s Bylaws based on their ownership and registration of wells or <br />other structures in LA WMA are referred to herein as "membership votes." <br /> <br />4. There are 18,580 outstanding shares of stock in LAWMA and 641 <br />membership votes in LA WMA. Therefore, the total number of stock and membership votes that <br />could potentially have been cast at the annual meeting was 19,221. <br /> <br />5. 15,841 of the 19,221 shares of stock and membership votes in LAWMA <br />were represented at the annual meeting by shareholder members, non-shareholder members or by <br />proxy. <br /> <br />co ?, '(, <br />~v.V-<'A. <br />t'\ <br /><;~, In <br /> <br />6. At the annual meeting the 15,841 shares of stock and membership votes in <br />LAWMA voted on the following questions: (a) whether LAWMA's Board of Directors are <br />authorized to enter into a contract with the CWCB for a loan in the amount of $2,272,500.00 for <br />LAWMA's purchase of one-half of the Keesee water rights;(b) whether LAWMA's share <br />assessments should be increased to $22.30 per share for 2004; and (c) whether the long-term <br />LA WMA share assessment should be set at an average of $22.30 per share with actual <br />assessments in the range of $18.00 to $25.00 per share in order to cover LAWMA's expenses <br />and, specifically including, all ofLAWMA's CWCB loan payments? <br /> <br />7. <br /> <br />At the annual meeting 14,920 of the 15,841 shares of stock and <br /> <br />q'4: Q (~I <br />~ ~'" ~ <br /> <br />Page 1 <br />