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<br />EXHIBIT E <br /> <br />. <br />i. <br /> <br />Rl!CEIYED <br /> <br />'. <br /> <br />ocr 27 '88 <br /> <br />RESOLUTION <br /> <br />nno()qAOO WATER <br />OON8ERVAT!0N <br />BOARD <br /> <br />WHEREAS, the ISH RESERVOIR COMPANY, ("the Company" or "the <br />Contractor") a non-profit corporation organized pursuant to the <br />laws of the state of Colorado, desires to enter into a contract <br />to borrow money from the state of Colorado through the Colorado <br />Water Conservation Board ("the state") for the purpose ,of repair- <br />ing and rehabilitating its existing embankment known as the Ish <br />Dam for the benefit of company shareholders; and <br /> <br />WHEREAS, the Articles of Incorporation and Articles VI and <br />XII of the By-laws of the Company, permit the Board of Direc- <br />tors of the Company to contract and incur liability in the name <br />of the Company without calling a meeting of the shareholders <br />provided the contract is signed by its president and its secret- <br />ary, and provided that a resolution by the Board of Directors <br />shall first be duly passed at a regular or special"meeting of <br />the directors authorizing the negotiating for and the obtaining <br />of a loan by the Company by contract with the state; and <br /> <br />WHEREAS, pursuant to the Articles of Incorporation and to <br />Article X of the By-laws of the Company, no debt shall be con- <br />tracted by the Company except by order of the Board of Direc- <br />tors, and the Board of Directors of the Company has the author- <br />ity to levy assessments for the purpose of maintaining the Ish <br />Reservoir Company system, and to make immediate expenditures of <br />money to protect the interest of company shareholders, and to <br />levy an assessment for the purpose of discharging any lawful <br />contract debt plus interest, and it is the duty of the Board of <br />Directors to make an assessment covering such expenses in the <br />manner provided in the Articles of Incorporation and Article X <br />of the By-laws of the Company; and <br /> <br />WHEREAS, pursuant to 37-60-119 and 37-60-120, Colorado <br />Revised Statutes, as amended, the State has the authority to <br />loan money to the Company by contract for the purpose of repair- <br />ing and rehabilitating the Ish Dam provided that the Company <br />assures the repayment of the loan money plus interest; and <br /> <br />WHEREAS, the Company and the State have negotiated a con- <br />tract for the loan of money to the Company, which contract <br />requires certain terms and conditions and complete repayment to <br />the State by the terms therein, and requires the Company to take <br />all acts necessary to lawfully enter this contract and incur <br />this liability and assure repayment to the State, including: <br />the adoption of a resolution, approving this contract; and the <br />levy of assessments to assure repayment of the contract; and the <br />execution of a security interest in such assessment revenues in <br /> <br />EXHIBIT E <br />