PROJ00543

• Contract/PO #: C153725
• Contractor Name: Windsor Reservoir and Canal Company
• Contract Type: Loan
• Water District: 3
• County: Larimer
• Bill Number: HB 95-1155
• Loan Projects - Doc Type: Feasibility Study

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CONSENT CERTIFICATE

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The undersigned hereby certifies as follows:

1. They are all of the members of the Board of Directors of
Windsor Reservoir and Canal Company, a Colorado non-profit
corporation (the "Corporation").

2. The following resolutions are consented to by the
undersigned as such Directors as and :Eor their unanimous act and
the act of the Corporation, in accordance with the provisions of
the Colorado Non-profit Corporation AGt, as amended:

RESOLUTION TO AMEND THE BYLAWS

RESOLVED, that upon consideration of the matter and after
full discussion, the Board of Directors of the Corporation has
determined that it is in the best interest of the Corporation to
amend Article IV of the Bylaws of the Corporation in order to
provide for the election of five memb.3rs of the Board of Directors
who shall, after the effective date o:E this resolution and after
following an initial "phase-in" period, serve staggered terms with
each such term to be three years in duration; and

FURTHER RESOLVED, that the Board of Directors shall
designate, at its annual meeting to b'3 held at the end of 1992,
which seats on the Board of Directors shall be filled by Directors
serving three (3), two (2) or one (1) year terms during the
initial "phase-in" period; and

FURTHER RESOLVED, that Article IV, Section 4.2 of the Bylaws
of the Corporation shall be amended to read as follows:

4.2 Election. Members of the Board shall hold
office during the term for which they are elected or.
until their successors .shall have been elected and
qualified. There shall be an initial "phase-in" period
during which the following shall occur: at the first
annual meeting of shareholders following the adoption of
this Section 4.2, the shareholders shall elect two (2)
Directors to hold office for concurrent three (3) year
terms or until their successors shall be elected at the
annual meeting which shall occur in the year of the
third anniversary of the election of such Directors; two
(2) Directors to hold office for concurrent two (2) year
terms or until their successors shall be elected at the
annual meeting which shall occur in the year of the
second anniversary of the election of such Directors;
and one (1) Director to hold office for a one (1) year
term or until his successor shall be elected at the
annual meeting which shall occur in the year of the
first anniversary of the election of such Director.