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a <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE 3T CATTLE COMPANY, INC. <br />The Board of Directors of the 3T Cattle Company, Inc. (Company), at a meeting held <br />t 11 , 2004, at Fort Morgan, Colorado, adopted the following resolutions <br />con erning a secured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of purchasing five shares of Weldon Valley Water Company for water to augment <br />existing wells in the amount of $249,975 or such actual amount, more or less, as may be <br />needed by the Company and available from the CWCB including the CWCB loan origination fee <br />of 1% of the loan amount. <br />At said meeting, the Board 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 />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 Valley 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 />TFiE 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 BOARD 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COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 � DAY OF LL I �� r� 2004. <br />g �- �'`� ' �; <br />'���. S E A.J- � ' <br />: �> .� �� -� _ <br />� _ �, . �+� �.� °�' �:�� ` BY. <br />J �,,�E�T; �a ^� <br />, �m � <br />-.;, ,� , � • �a' �.�'�� <br />BY �,. , c <br />President <br />Appendix 3b to Loan Contract C150175 <br />