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<br />~._" <br />,'. <br /> <br />WRITfEN CONSENT IN LIEU OF <br />A SPECIAL MEETING OF <br />THE SHAREHOLDERS OF <br />VOUGA RESERVOIR ASSOCIATION <br />September 17, 1996 <br /> <br />In lieu of a Special Meeting of the Shareholders ofVouga Reservoir Association, a Colorado <br />corporation (the "Corporation"), the shareholders of the Corporation, in accordance with Sections <br />7-107-104, Colorado Revised Statutes, unanimously agree to and adopt the following resolutions: <br /> <br />RECITALS <br /> <br />A. The Colorado Water Conservation Board ("CWCB") has approved a loan to the <br />Corporation in the amount of$632,OOO.OO. The loan will be evidenced by a Loan Contract and <br />Promissory Note, Contract Encumbrance No. C153741 (the "Contract"). A copy of the Contract <br />is attached hereto as Exhibit A. <br /> <br />B. CWCB requires that certain resolutions be adopted by the shareholders of the <br />Corporation in connection with the Contract. <br /> <br />C. The shareholders also desire to levy assesSlllents to repay the loan from CWCB. <br /> <br />D. A special meeting of the shareholders of the Corporation was called by the President <br />of the Corporation for the pUlJlose of considering and adopting the resolutions required by CWCB, <br />and for the purpose of levying assessments. Notice of the meeting was waived by all shareholders, <br />as allowed by the By-laws of the Corporation. Action was taken by unanimous consent of the <br />shareholders, as allowed by applicable statutes. <br /> <br />NOW, THEREFORE, be it resolved as follows: <br /> <br />1. Annual assessments are hereby levied on the capital stock of the Corporation, pro rata, <br />in amounts sufficient to pay the principal, interest, debt reserves, and other amounts required to be <br />paid under the Contract. Such assessments shall be payable in money, and shall continue until all <br />amounts due under the Contract have been repaid. <br /> <br />2. The President and the Secretary of the Corporation are hereby authorized and directed <br />to take the following actions on behalf of the Corporation: <br /> <br />a. Execute the Contract on behalf of the Corporation, and pay the indebtedness <br />evidenced by the Contract from funds of the Corporation; <br /> <br />APPENDIX A <br />