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<br />("'I>, <br />, . <br /> <br />EXHIBIT ,I)' E t:;j,fJ <br />J ~ <br />"\ <br /> <br />7 <br /> <br />RECORD OF PROCEEOINGS <br /> <br />Monte Vista, 'Colorado <br />April ,l2, 1989 <br /> <br />The Board of Directors of the Santa Maria Reservoir Company <br />met at 7:30 p,m. at the Water Office, Monte Vista, colorado and <br />there were I present Ron Heersink, Vice President, John Kelly, <br />Secretary, 'Director Bill Metz, and Director Richard Boyce, also <br />Superintendent Barry 8. Nelson and Assistant Secretary L. Ruth <br />Clark. <br /> <br />vice President Heersink called the meeting to order. After <br />finding a quorum present, the Minutes of the Board's last meeting <br />were reviewed, a motion was made, duly seconded and carried <br />approving the Minutes. <br /> <br />The Company I s Financial Report was ne>=t consldered by the <br />Board. A motion was made, duly seconded and carried approving the <br />Financial Statement. <br /> <br />The Board then directed Assistant Secretary L. Ruth Clark to <br />contact three (3) financial institu~ions to determine which will <br />offer the highest interest rates on the special account to be <br />established for the deposi t of assessments collected by the Company <br />for repayment to the State of the loan fo~ the pU~pose 0: repai~ <br />and rehabilita~ion of the San~a Maria and Continental Dams. <br /> <br />Superintendent Nelson repor~ed on ~he s~a~us 0: the approval <br />of the con~ract for rehabilitation 0: the reservoirs. He said that <br />the office of the Attorney General had raised questions about the <br />earlier resolu-cion provided to the Company by the St.a:.e, fo~ <br />apparer.tly the S'ta'te had submitted a resol'-"t.ion 't.o us v.'i-:.h a <br />clerical omission. In order to correct this omission, a new <br />resolution had been prepared by John Carlson, and submitted ~o ~he <br />At'torney GeneralIs office for their approval. That approval has <br />now been obtained. Mr Nelson presen~ed the resolution to the board <br />of direc:.ors for their consideration, After review of :.he <br />resolution and discussion thereof, Director Boyce moved that the <br />f0110....'in9 resolution be adopted in place of the Board's prior <br />resolution, and Director Kelly seconded the motion: <br /> <br />Resolution <br /> <br />A motion was made by Direct.or Boyce, duly seconded <br />by Direc;hr Kelly and unanimously carried to adopt the <br />followingfresolution: <br /> <br />WHEREAS, the Santa Maria Reservoir Company (the <br />"Company", or the "Cont:ractor"), a corporation organized <br />pursuant to the laws of the State of Colorado, desires <br />to enter into a contract to borrow money from the State <br />of Colorado through the Colorado Water Conservation Board <br />(the IIStateU) for the purpose of repairing and rehabili- <br />tating i~s existing embankment known as the Santa Maria <br />and Continental Dams for the benefit of company share- <br />holders; and <br /> <br />WHEREAS, pursuant to the Articles of Incorporation <br />and to Article XI of the Bylaws of the Company, the <br />Company has authority to enter a contract to bo~row money <br />and incur 1 iabil i ty in the name of The Santa Ma:::-ia <br />Reservoir Company if the contract is duly authorized by <br /> <br />EXHIBIT pi E fud. <br /> <br />~ <br />