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<br />.. <br /> <br />. <br /> <br />Frank M. Akers, P.E. <br />July 2, 1993 <br />Page 2 <br /> <br />4) The Company's Board of Directors is granted the power <br />to borrow money on behalf of the Company and without a vote of <br />the stockholders, pursuant to Article II, section 5, (4th), of <br />the Company's bylaws, and paragraph Third of the Articles <br />("Certificate") of Incorporation, which are attached, and the <br />applicable provisions highlighted. The "water supply exception <br />"of the Colorado Constitution, Article XI, Sections 1 and 6, need <br />not be invoked, since those sections are not applicable to the <br />Company, which is a mutual ditch and irrigation company, and not <br />an entity that is addressed by Article XI. However, attached is <br />a copy of the call and the minutes of the shareholders' meeting <br />at which the shareholders approved the construction of the new <br />diversion structure, and the financing of same through borrowing <br />from the Colorado Water Conservation Board, to be repaid via <br />annual assessments. <br /> <br />5) I have reviewed the Company's Articles of Incorporation <br />(entitled the "Certificate of Incorporation") and Bylaws and find <br />no provisions therein which prohibit the contract with the Water <br />Conservation Board from being binding on the Company, nor are <br />there any provisions of either state or local law which prevent <br />the contract from being binding upon the Company following its <br />complete execution. The Company is currently in good standing <br />with the Office of the Secretary of State of the State of <br />Colorado. It is my opinion that the contract will be valid and <br />binding upon the Company upon its execution by Messrs. Hungenberg <br />and Brunner, and by the State. <br /> <br />Sincerely, <br /> <br /> <br />, HUDDLESON & GUNN, P.C. <br /> <br />William H. Brown <br /> <br />WHB: dmh <br />Enclosures <br /> <br />cc: Mike Hungenberg <br />Jeff Harbert <br />