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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE 3T CATTLE COMPANY, INC. <br />The Shareholders of the 3T Cattle Company, Inc. (Company), at a Shareholders' meeting <br />held C� r� ��, F� /� , 2004, at Fort Morgan, Colorado, adopted the following resolutions <br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the <br />purpose of purchasing five shares of Weldon Valley Ditch Company for water to augment existing <br />wells in the amount of $249,975 or such actual amount, more or less, as may be needed by the <br />Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan <br />amount. <br />At said rneeting, the Shareholders charged that these resolutions are irrepealable during <br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and officers, RESOLVED as follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $249,975 , or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1%, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and <br />3, to make the annual payments required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />4. to pledge the five shares of Weldon Valfey Ditch Company as collateral for the loan and <br />execute all documents, including a deed of trust and assignment, necessary to convey a <br />security interest in said property to the CWCB, <br />5. to execute all documents as required by the loan contract, including, but not limited to, a <br />Promissory Note, and � <br />6. 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A <br />MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT <br />TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 � DAY OF �� 2004. <br />��. � ,. <br />, ;_�:�,; <br />��_ . <br />,,oj <br />-`: r:�SEAL) �"��"_ <br />�.+ ..: 1RA ' <br />. -". v k � �Y�� �' �''�,r <br />m 4 �n�.`. :'.a� `' <br />v .r N � <br />. ;?� � .. .�;' ��� 7 <br />* '' f� ' <br />ATT��':•�'. . �,�� �' � fJ � <br />By <br />I Averch, Corporate Secretary <br />Appendix 3a to Loan Contract C150175 <br />