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!1Y'��M3��I�Yf�.'������Iri�l�� N�I��I��t,lli�� 11111 <br />mill <br />Reception #: 796393 <br />12!30!2010 03:38:46 PM Jean R.::.00o <br />1 of 24 Rho F;*:j126.eG Doo F��:O.00 GARFIELD COUNTY CO CONSENT OF TIM ACTION BY UNANIMOUS WRITTEN <br />STOCKHOLDERS OF CRYSTAL RIVER EAST MESA DITCH COMPANY <br />The undersigned stockholders of Crystal River East Mesa Ditch Company, a Colorado <br />nonprofit corporation (the ,Companv'1, hereby consent to, vote in favor of and adopt the <br />following resolutions without a meeting: <br />I. APPROVAL OF MERGM <br />WsmAs, the Board of Directors of the Company (the "$ and ") believes It to be in the <br />best interest of the Company to merge with an into East Mesa Water Company Pursuant to the <br />terms and conditions set forth in a plan of merger (the " er" ); and <br />WiiF,R>LAs, the Board has approved and adopted a plan of merger in substantially the form <br />attached hereto as WHARA (the "Plan of Merger') and has submitted the Plan of Merger to the <br />stockholders for approval.. <br />Now, THEREFORE BE IT REsoLven, that the Merger and Plain of Merger, as approved and <br />adopted by the Board be-, and the same hereby is, approved and adopted; <br />REsoLvED FURTHER; that the appropriate officers of the Company be, and each ofthem <br />hereby is, authorized, directed and empowered, in the name and on behalf of the Company, to <br />execute and deliver the Plan of Merger and are hereby authorized and directed to take all such <br />further action and/or execute and deliver all such instruments and documents in the name of and <br />on behalf of the Company as are necessary, proper or advisable in order to fully carry out the <br />intent and to accomplish the purposes of the foregoing resolutions. . <br />This Consent may be executed in one or more counterparts and transmitted vda facsimile <br />or other electronic means, and each such counterpart shall be deemed an Original, and all such <br />counterparts, taken together, shall constitute one document. <br />H. ADOPTION OF BYLAws <br />RMLVED, that the Bylaws attached hereto as Exhibit B be, and they hereby are, adopted <br />as the Bylaws of and for the Company, and <br />REsoLvED FURTHER, that the Secretary of the Company be, and he hereby is, authorized <br />and directed to certify the Bylaws and insert them in the Company's Minute Book, and to see <br />that a copy of the Bylaws is kept at the Company's principal office, as required by law. <br />#96227 v2 bm <br />n <br />[Remainder of Page Intentionally Left Blank] <br />