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CERTIFICATE OF RESOLUTIONS <br /> ADOPTED BY THE CITY OF ELK RIVER ACTING BY AND THROUGH <br /> THE ELK RIVER MUNICIPAL UTILITIES COMMISSION <br /> I, , in my official capacity, hereby certify that I am the <br /> of the Utilities Commission of the City of Elk River, and hereby certify that the <br /> following resolutions were adopted by the Elk River Municipal Utilities Commission on <br /> , 2004. <br /> WHEREAS, the City of Elk River acting by and through the Elk River Municipal <br /> Utilities Commission desires to form a joint venture in the form of a nonprofit corporation and <br /> desires to become a member of Midwest Consortium of Municipal Utilities, a Minnesota <br /> nonprofit corporation organized under Minnesota Statutes Chapter 317k as authorized by <br /> Minnesota Statutes Section 452.25. <br /> NOW, THEREFORE, BE IT RESOLVED, that the City of Elk River, a Minnesota <br /> municipal corporation, acting by and through the Elk River Municipal Utilities Commission <br /> shall become a member of Midwest Consortium of Municipal Utilities, a nonprofit corporation <br /> organized under Minnesota Statutes Chapter 317k as authorized by Minnesota Statutes <br /> Section 452.25; and <br /> BE IT FURTHER RESOLVED, that the City of Elk River acting by and through the <br /> Elk River Municipal Utilities Commission ratifies the participation of the City of Elk River <br /> acting by and through the Elk River Municipal Utilities Commission in a joint venture in the <br /> form of a nonprofit corporation known as Midwest Consortium of Municipal Utilities, as <br /> authorized by Minnesota Statutes Section 452.25; and <br /> BE IT FURTHER RESOLVED, that the City of Elk River acting by and through the <br /> Elk River Municipal Utilities Commission approves the Articles of Incorporation of Midwest <br /> Consortium of Municipal Utilities and approves the Bylaws of Midwest Consortium of <br /> Municipal Utilities in the form attached to these Resolutions; and <br /> BE IT FURTHER RESOLVED, that Bryan Adams, who is currently General Manager <br /> of the Elk River Municipal Utilities Commission, is hereby appointed as a director of Midwest <br /> Consortium of Municipal Utilities for a three year term and until his successor is duly <br /> appointed and qualified. <br /> IN WITNESS WHEREOF, I have executed this Certificate on , 2004. <br /> Title: <br /> 162196.doc;1 <br />