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RESOLUTIONS OF THE SHAREHOLDERS <br />OF GRANBY DtTCH AND RESERVOIR COMPANY <br />The Shareholders of Granby Ditch and Reservoir Company (Company), at a Shareholders' <br />meeting held "�, 2008, Colorado, adopted the following resolutions conceming a <br />secured loan from the State of Color Water Conservation Board (CWCB), for the purpose of <br />rehabilitating the Granby #12 Dam in the amourrt of $254,520 or such actuat amount, more or less, <br />as may be needed by the Company and available from the CWCB including the CWCB loan <br />origination fee of 1% of the loan amourrt. <br />At said meeting, 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 errter irrto and comply with the terms of a corrtract with the Colorado Water Conservation <br />Board for a loan in the amount of $254,520, or such actual amount, more or less, as needed to <br />finance the project costs, inGuding fhe 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 Corrtract, and to pledge assessmerrt revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special accourrt separate and apart from other CoMPnt�nr <br />revenues, and <br />4. to make the annuaf paymeMs required by the promissory note and to make annuat deposits to <br />a debt service reserve fund, and <br />5. to execufe all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />6. to take such ofher actions and fo execute such other documerrts as may be necessary to <br />consummate and implement the loan. <br />CERTtFICATION <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 RESCIIVDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ��DAY OF _,�r� 1 2008. <br />(SEAL) <br />By . <br />Geor F. Futton, Presiden <br />ATTEST: } <br />B Chuek Richards, Corpor�� cretary <br />Appendix 3a to Loan Contract C150266 <br />