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<br />,..~ <br /> <br />.. <br /> <br />. <br /> <br />MOSES, WITTEMYER, HARRISON AND WOODRUFF, P. C. <br /> <br />LAW OFFICES <br /> <br />1002 WALNUT STREET, SUITE 300 <br /> <br />CAVID L. HARRISON <br />CHARLES N. WOODRUFF <br />ROBERT E. L. BEEBE <br />DAVie M. BROWN <br />.JAMES R. MONTGOMERY <br /> <br />BOULDER, COLORADO 80302 <br /> <br />TELEPHONE: (303) 443-8782 <br />TELECOPIER: (303) 443-8796 <br /> <br />RAPHAEL.J. MOSES <br />.JOHN WITTEMYER <br />COUNSEL <br /> <br />HUNTLEY STONE <br />SPECIAL COUNSEL <br /> <br />VERONICA A. SPERLING <br />STEVEN P. .JEFFERS <br />GILBERT Y. MARCHAND, .JR. <br />PAUL F. HOLLEMAN <br /> <br />ADDRESS CORRESPONDENCE TO: <br />P.O. BOX 1440 <br />BOULOER, CO 60.306-1440 <br /> <br />May 23, 1994 <br /> <br />Daries C. Lile, P.E., Director <br />Colorado Water Conservation Board <br />1313 Sherman Street, suite 721 <br />Denver, CO 80203 <br /> <br />Re: Lower Arkansas Water Management Feasibility Study Loan. <br /> <br />Dear Chuck: <br /> <br />As requested by the Attorney General's office, we are <br />providing this opinion letter to complete the process for the Lower <br />Arkansas Water Management Association ("LAWMA") Feasibility Study <br />Loan Contract. This opinion is based on our review of the <br />following documents, copies of which are attached: (1) LAWMA's <br />Articles of Incorporation, as amended, (2) LAWMA's By-laws, (3) <br />Minutes of LAWMA' s annual meetings held on February 11, 1992, <br />February 9, 1993, and February 8, 1994, (4) Minutes of LAWMA's <br />Board of Directors' meeting held on February 8, 1994, (5) LAWMA's <br />membership lists for 1992, 1993, 1994. <br /> <br />LAWMA, like many agricultural associations, has not always <br />strictly followed the procedures set forth in its articles of <br />incorporation. In particular, LAWMA has not used the voting <br />structure outlined in its articles, which direct that: <br /> <br />Each member shall have one vote in the <br />Corporation's affairs and business for each share <br />of stock he owns.... Each member shall be entitled <br />to one share of stock for each 100 acre-feet of <br />water pumped each year. <br /> <br />LAWMA has been unable to follow this method of voting because <br />LAWMA's members' wells have not been equipped with meters to <br />determine how many 100's of acre feet of water are pumped in a <br />given year. <br /> <br />LAWMA's By-laws authorize a different voting structure, <br />directing that, " [e] ach person holding a membership shall be <br />entitled to one (1) vote for each $25.00 increment paid into the <br />Association the previous year." In turn, the contribution of each <br />member has been determined by the amount of that member's <br />adjudicated groundwater rights. The Secretary of LAWMA, Don <br />