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ATTACHMENT B

JOINT UNANIMOUS WRITTEN CONSENT TO CORPORATE
ACTION BY THE MEMBER AND BOARD OF DIRECTORS OF

SANTA CLARITA WATER COMPANY
A California Nonprofit Public Benefit Corporation

The undersigned, being the sole Member and all of the members of the Board of
Directors of the above-named Corporation, by this writing approve the following resolutions and
consent to their adoption:

WHEREAS, the Articles of Incorporation of this Corporation were amended
and Restated on September 17, 1999 converting the Corporation to a nonprofit public
benefit corporation, for the purpose of providing retail water service to residential,
commercial, industrial and other water users within its service area as such service area
may exist from time to time while managing the groundwater basin lying under such
service area, and all purposes incidental thereto; and

WHEREAS, Corporation’s sole Member, Castaic Lake Water Agency, and
the Board of Directors finds that the Corporation is not currently conducting any
business and has not conducted any business for several years and has only been kept
active to preserve certain insurance coverage; and

WHEREAS, both the Corporation’s sole Member, Castaic Lake Water
Agency, and the Board of Directors deem it to be in the best interests of this
Corporation that it be dissolved at this time in accordance with Sections 6610 et seq. of
the California Corporations Code; and

WHEREAS, the Amended and Restated Articles of Incorporation of the
Corporation dated September 15, 1999 require that upon the winding up and dissolution
of the Corporation, and after paying or adequately providing for the debts, obligations
and liabilities of the Corporation, the remaining assets shall be distributed to Castaic
Lake Water Agency, or any other state or local government entity; and

WHEREAS, the Corporation’s debts and liabilities have been actually paid,
and the Corporation has no assets to be distributed.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation’s sole
Member and Board of Directors deem it to be in the best interests of this Corporation
that this Corporation be wound up and dissolved in accordance with Sections 6610 et
seq. of the Nonprofit Public Benefit Corporation Law.

RESOLVED FURTHER, that effective as of the date of these resolutions, a
plan of liquidation is hereby approved to effect the dissolution of this Corporation in
accordance with the following resolutions.

RESOLVED FURTHER, that the President is hereby authorized to direct
Best Best & Krieger LLP to submit the necessary documents to the California Attorney
General’s Office for purposes of obtaining a waiver of objections to the dissolution of
this Corporation and advising there are no assets to distribute.
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