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<br />) ) <br /> <br />Mr. Frank M. Akers, P.E. <br />Page 2 <br />February 5, 1992 <br /> <br />4. The By-Laws of the Terrace Irrigation Company <br />require that the president and vice president of <br />the Terrace Irrigation Company shall be Members of <br />the Board of Directors. <br /> <br />5. At the annual meeting of the' stockholders held on <br />the 21st day of November, 1991, at Bowen Hall, <br />unincorporated cornrnunity of Bowen, Rio Grande <br />County, Colorado, only one director was up for re- <br />election, namely the Vice President, Paul Widger. <br />At said annual meeting Paul Widger was unanimously <br />re-elected by acclamation. Thereafter the Board <br />of Directors held tneir annual meeting on the same <br />day at the same location and it was unanimously <br />decided that Royce Reinhardt remain as President, <br />Paul Widger would remain as Vice President and <br />John Norton remain as Secretary-Treasurer. <br /> <br />7. <br /> <br />6. On the basis of the foregoing and Section 1 and 3 <br />of Article 5 of said By-Laws of Terrace Irrigation <br />Company I am of the opinion that the signature of <br />the persons who havs executed the project Contract <br />and Promissory Note, Warranty Deed, Security <br />Agreement and Financing Statement are duly elected <br />officials, authorized to do so pursuant to said <br />Articles of Incorporation and By-Laws. <br /> <br />At the annual meeting of the stockholders above <br />described, the stockholders considered a <br />resolution to authorize the Board of Directors to <br />borrow from the State of Colorado 1.65 Million <br />Dollars to cement line the main stem canals and in <br />conjunction therewith accomplish all that is <br />necessary in order to bind the Terrace Irrigation <br />Company to said 'o~ligation and accomplish all <br />other requirements in order to enable the <br />disbursement of the loan. A certified copy of <br />said resolution is attached to the Project <br />Contract and Promissory Note as Exhibit "A". <br /> <br />il< <br /> <br />8. The Project Contract further required the <br />conveyance to the State of Colorado of the <br />mainstemcanals peno.ing the entire payment of the <br />loan amount plus accrued interest to the State of <br />Colorado. Article 11 of the By-Laws requires that <br />any conveyance made to secure a debt, be <br />authorized by a majority votes by a meeting of the <br />stockholders at which a quorum is present. At <br />said annual meeting of said stockholders, a total <br />