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NORTH POUDRE IRRIGATION COMPANY 3729 Cleveland Avenue,P.O.Box ioo,Wellington,CO 80549 I (970)568-3612 I npicsteve@qwestoffice.net Saturday,October 26,2013 Mr. Kirk Russell, P. E.,Chief Colorado Water Conservation Board Department of Natural Resources 1313 Sherman Street,Room 721 Denver,CO 80203 Dear Mr.Kirk Russell,P.E., Chief: It has come to my attention that the Colorado Water Conservation Board has requested that North Poudre Irrigation Company hold a special meeting of the stockholders of the company for the ratification of the loan for the amount of$482,000. It is the opinion of the Board of Directors that this step is unnecessary according to the terms of our bylaws which state the following about the authority of the Board of Directors: The Board of Directors.. . shall have full control and authority over the Corporation and shall have power: iv. To borrow money on the credit or responsibility of the Corporation,for the uses, needs and demands of the objectives and aims for which the Corporation is organized,as outlined in its articles of incorporation,hereby conferring on said Board of Directors,the power to mortgage or pledge all the rights,properties and franchise of said Corporations; vi. To do all other things necessary to the proper management and control of the Corporation,including the right to make purchases for and on behalf of the Corporation, to enter and carry on suits at law,and to any and all other things not inconsistent with these rules;subject to the laws of the State of Colorado,which may seem to them wise and for the best interests of the Corporation; Furthermore,the Board of Directors is composed of members representing a super majority of the stockholders and the vote of the stockholders would be redundant. Kind regards, Nels Nelson,President North Poudre Irrigation Company iiPage