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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE MONTEZUMA VALLEY IRRIGATION COMPANY <br />The Board of Directors of the Montezuma Valley Irrigation Company (Company), at a <br />meeting held June 12, 2012 at Cortez, Colorado, adopted the following resolutions concerning a <br />secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />constructing the Lone Pine and May Pipeline Improvements Project in the amount of $338,603 or <br />such actual amount, more or less, as may be needed by the Company and available from the <br />CWCB including the CWCB loan 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 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 Board <br />for a loan in the amount of $338,603, or such actual amount, more or less, as needed to finance <br />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 to pledge assessment 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 account separate and apart from other COMPANY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to a <br />debt service reserve fund, and <br />5. to pledge the May Pipeline as collateral for the loan and execute all documents, including a deed <br />of trust, necessary to convey a security interest in said property to the CWCB, <br />6. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />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 R RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE I h DAY OF �i �t 2012. <br />(SEAL) <br />By- <br />ATTEST- <br />ndy Carver, President <br />By � C <br />Rowdy Sukla, Secretary <br />Appendix 3 to Loan Contract C150333 <br />