C150389 Attorney Opinion Letter and Shareholders Info

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Amendment to the Bylaws to the Haldi Ditch Co February 16, 2008 Pursuant to the resolution of members of Haldi Ditch Co to provide liability insurance for the directors and officers of the Haldi. Ditch Co, the following amendment to the Bylaws is hereby enacted. INDEMNIFICATION OF OFFICERS, DIRECTORS,AND AGENTS The liability of officers, directors, and other agents of the Haldi Ditch Company may be limited by statute,by formation documents of the nonprofit corporation, or by contract. Statutory Indemnification A person is entitled to reimbursement for reasonable expenses if he or she is wholly successful on the merits of the defense of a proceeding arising out of that person's service as a director or officer of the Haldi Ditch Company. In addition, under certain circumstances, a person may seek court- ordered indemnification. Haldi Ditch Company may also indemnify a director, officer, employee, fiduciary, or agent for any civil liability incurred by that person arising out of his or her service on behalf of the Haldi Ditch Company (e.g, a derivative suit), if(1) the person conducted himself or herself in good faith, and (2) the person reasonably believed that (a) when acting in an official capacity, the conduct was in the best interest of Haldi Ditch Company, and (b) in all other cases, his or her conduct was at least not opposed to the Haldi Ditch Company's best interest. The Haldi Ditch Company may indemnify a person for criminal liability, other than a derivative suit, in addition to the criteria specified above, if the person had no reasonable cause to believe that his or her conduct was unlawful. With respect to derivative suits, the scope of the permitted indemnification is limited to reasonable expenses incurred in connection with the preceeding. A "disinterested party" must determine that indemnification is proper under the circumstances. Parties eligible to make this determination include, depending on the facts and circumstances, (I) a majority of disinterested directors, (2) a committee of disinterested directors, or (3) if either a quorum of disinterested directors cannot be established, or the quorum group or the committee so direct,then by either(a) independent legal counsel or(b) the disinterested voting members. Colorado law prohibits a nonprofit entity from indemnifying a person if the person is adjudged liable in a derivative suit or the person is adjudged liable on the basis of deriving an improper personal benefit. Moreover, if a nonprofit with voting members provides indemnification or advance expenses in a derivative suit, the nonprofit must give written notice of the indemnification or the advance with or before the notice of the next voting members' meeting. If the next voting members' action is taken without meeting(e.g. by written consent) at the instigation of the board of directors, such notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to such action.