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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE PINE RIVER-BAYFIELD DITCH COMPANY <br /> <br />The Board of Directors of The Pine River-Bayfield Ditch Company (Company), a meeting held <br />June 12, 2003, at BLuhdJ , Colorado, adopted the following resolutions <br />concerning a secured loan:=i'rom the State of Colorado Water Conservation Soard (CWCS), for <br />the purpose of replacement of the Beaver Creek siphon, in the amount of $200,000 or such <br />actual amount, more or less, as may be needed by the Company and available from the <br />CWCS, in addition to the CWCS's loan service fee in the amount of 1 % of the loan amount. <br />At said meeting, the Soard charged that these resolutions are irrepealable during the term of <br />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 $200,000, or such actual amount, more or less, as <br />needed to finance the project costs, plus the CWCS's loan service fee of 1 % of the loan <br />amount and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br />annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Company's right to receive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other <br />COMPANY revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. to pledge as collateral the Company's Beaver Creek siphon and to execute a deed of trust <br />to convey a security interest to the CWCS in said property, and <br />6. 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 />7. 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 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 ~ AY OF Oc.:tc~ 2003. <br /> <br />(SEAL) <br /> <br />By <br /> <br /> <br />ATTEST:@ !1 <br />By / {g,. . --&/; d~ <br />. , Corporate Secretary <br /> <br />Appendix 3b to Loan Contract C150154 <br />