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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF KERN RESERVOIR AND DITCH COMPANY <br /> The Shareholders of Kern Reservoir and Ditch Company (Company), at a Shareholders' <br /> meeting held November 19 , 2002, at Windsor, Colorado, adopted the following resolutions concerning <br /> a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br /> rehabilitation of the Kern Reservoir, in the amount of $1,000,000 or such actual amount, more or less, <br /> as may be needed by the Company and available from the CWCB. <br /> At said meeting, the Shareholders charged that these resolutions are irrepealable during the <br /> term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, <br /> 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 $1,000,000, or such actual amount, more or less, as needed to finance <br /> the project costs, 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 execute a deed of trust to convey a security interest to the CWCB in the Kern Reservoir owned by <br /> the Company, and 7 `l <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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY <br /> THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF <br /> THE COMPANY'S SHAREHOLDERS 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 COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 19th DAY OF November <br /> 2002. <br /> Kerr, <br /> ►/�-Se ry G� / j/( SEAL ) By /W (2-/� '/ <br /> W. Wayr Miller, President <br /> ATTEST: C o,,,ea <br /> (-1A <br /> Julie Chester, Corporate Secretary <br /> Appendix 3b to Loan Contract C150112 <br />