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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF GRANBY DITCH AND RESERVOIR COMPANY <br />The Board of Directors of Granby Ditch and Reservoir Company (Company), at a meeting <br />held �, 2008, at���, Colorado, adopted the following resolutions conceming a <br />secured oan from the State of olorado Water Conservation Board (CWCB), for the purpose of <br />rehabilitating the Granby #12 Dam in the amount of $254,520 or such actual amount, more or <br />less, as may be needed by the Company and available from the CWCB including the CWCB loan <br />origination fee 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 fhe President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to errter into 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 projeet 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 />amourrts due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right to receive said revenues for repaymerrt of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other CoMPANY <br />revenues, and <br />4. to make the annual paymerrts required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />5. to execute atl 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 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COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 � DAY OF __��- 2008. <br />(SEAL} <br />By <br />Geor e F. Fulton, President <br />ATTEST: <br />��� � y ..Y.C4.CC./l� � <br />Chuck Richards, Corporate Secretary <br />Appendix 3b to Loan Contrac� C150266 <br />