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RECORD OF PROCEEDINGS Catlin Canal Company Annual Meeting of Stockholders Rocky Ford, Colorado December 6, 2010 A meeting of the stockholders of Catlin Canal Company was held at 411 North 10`h St., Rocky Ford, Colorado on Monday, December 6, 2010. The meeting was called to order by President John Schweizer, Jr. at 12:45 p.m. Call of the meeting was read by the Secretary. President Schweizer stated that nominations would now be in order for election of temporary officers, or, temporary and permanent officers of the meeting. Chairman John Schweizer, Jr. And Secretary Wayne W. Whittaker were elected as both temporary and permanent officers of the meeting upon nomination by Alan Frantz, second by Roger Maddux and unanimous ballot. The Secretary read the Affidavit of Mailing of Notices_ The Chairman stated that a Credentials Committee could either be elected or appointed depending upon the wishes of those present. No nominations were received, whereupon the Chair appointed Jared Gardner, Matthew Proctor and Alan Frantz to serve as the Credentials Committee, The Chair then recessed the meeting until 1:15 p.m. to await the Credentials Committee report. The Committee recorded stock present in person and by proxy. Jared Gardner, Chairman of the Credentials Committee reported that there is a quorum present with 14,802.437 shares represented at this meeting. Bill Hancock moved the report be accepted. Motion was seconded by Gary Caldwell and upon vote was accepted. The report of shares present is attached to the minutes. Minutes of the shareholder's meeting of December 7, 2009 were read and approved. The Secretary presented the Financial Report for the fiscal year ended September 30, 2010. Motion to accept the report was made by Frank Milenski, seconded by George Hostetler, and carried. A copy of the financial report is attached and made a part of the minutes. The Secretary presented Superintendent William's report on operation of the company during the past fiscal year. Motion to accept the report was made by Frank Milenski, seconded by Bill Hancock, and carried. A copy of the report is attached and made a part of these minutes. President Schweizer asked if there were any questions concerning the "Super Ditch." Questions were asked concerning the administrative fee that is to be deducted from the lease payment. The amount of the fee is not known at this time. Question was asked about the length of time that a field may be (allowed. Answer was that the county 1041 regulations would apply and that the company has no policy concerning the length of time of fallowing. Discussion was held whether the shareholders, or board of directors, should be the entity to authorize a rotational fallowing plan. It was generally agreed that the shareholders may authorize a plan whereby participants in the leasing program would participate on a pro -rata share basis based on the amount allocated to company participants and that the board should insure that the plan is administered on a basis that does not cause injury to the canal, the company, or other shareholders. Bill Hancock moved that such a plan be authorized at this time by the shareholders. Motion was seconded by George Hostetler and upon vote carried with 12,699.857 shares voting Aye and 2,102.580 shares voting Nay. The following proposed amendments to the Articles of Incorporation and to the Bylaws were presented for action. Motion was made by Bill Hancock that the proposed changes to the Articles of Incorporation and Bylaws be adopted. Motion was seconded by George Hostetler. Following discussion, a vote was taken with 12,699.857 shares voting for adoption of the proposed changes and 2,102.580 shares voting against such adoption of the proposed changes to the Articles of Incorporation and Bylaws. The Chair declared that the proposed changes have been adopted.