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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />
<br />OF SMART BROTHERS, INC.
<br />
<br />T~ Directors of Smart Brothers, Inc. (Company), a meeting held ~ q
<br />2004, at , Colorado, adopted the following resolutions concerning a secured loan
<br />from the State of C orado Water Conservation Soard (CWCS), for the purpose of construction
<br />of a recharge project to augment existing wells in the amount of $233,000 or such actual amount,
<br />more or less, as may be needed by the Company and available from the CWCS including the
<br />CWCS loan origination fee of 1 % of the loan amount.
<br />At said meeting, the Soard charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
<br />Secretary, RESOLVED as follows.
<br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
<br />Soard for a loan in the amount of $233,000, or such actual amount, more or less, as needed to
<br />finance the project costs, including the CWCS loan origination fee of 1 %, and
<br />2. to make the annual payments required by the promissory note, and
<br />3. to pledge a first lien on real estate and an interest in the recharge project sufficient to satisfy the
<br />augmentation requirements of the pledged real estate as collateral for the loan and execute all
<br />documents, including a security agreement and deed of trust, necessary to convey a security
<br />interest in said property to the CWCS,
<br />4. to execute all documents as required by the loan contract, including, but not limited to, a
<br />Security Agreement and a Promissory Note, and
<br />5. to take such other actions and to execute such other documents as may be necessary to
<br />consummate and implement the loan.
<br />CERTIFICATION
<br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE
<br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />COMPANY'S SOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE
<br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 1.3.... DAY OF ~ . 2004.
<br />
<br />
<br />.,<:':"':;:~~~ L.) BY~~ident
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<br />Appendix 3 to Loan Contract C1500177
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