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<br /> <br />/0 '1, (#:).J <br />r' <br /> <br />.t <br />~ ; <br /> <br />CERTIFICATE <br />OF <br />CORPORATE RESOLUTION OF <br />ARISTOCRAT RANCHETTES WATER PROJECT, INC. <br /> <br />I, the undel:sj.gned Secretary of Aristocrat Ranchettes Water <br />Project, Inc., a Colorado corporation, do hereby certify to <br />Northern Colorado Water Conservancy District and Municipal <br />Subdistrict, Northern Colorado Water Conservancy District, and all <br />other concerned, that (a) at a meeting of the Board of Directors of <br />the said Corporation duly and specially called and held on the 19th <br />day of February, 1997, a quorum being at all times present, the <br />following resolutions were unanimously adopted and recorded in the <br />minute book of said Corporation, kept by me, (b) such resolutions <br />are in accord with and pursuant to the Articles of Incorporation <br />and By-Laws of said Corporation, and (c) such resolutions are now <br />in full force and effect and have not been revoked or amended in <br />any manner: <br /> <br />WHEREAS, the Board of Directors of the Corporation having <br />determined by majority vote the following issues and items, IT IS: <br /> <br />RESOLVED, that J...RWP shall enter into an Application for Change <br />of Class D Allotment Contract for the transfer of shares of water <br />from o'..mers and members of the Northern Colorado Water Conservancv <br />District or its Municipal Subdistrict; and - <br /> <br />RESOLVED, that Cathy L. Clamp, as President, and Belinda <br />Riggs, as Secretary of ARWP, are authorized and empowered to <br />execute the Application for Change of Class D Allotment Contract; <br />and <br /> <br />RESOLVED, that Cathy Jh Clamp, as !.'resident, and Belinda <br />Riggs, as Secretary, are authorized and empowered to execute the <br />Agreement with Sekich Farms, Inc. and/or Fred M. Sekich, and/or <br />Nick Sekich, Jr. for the purchase of 100 shares of Colorado-Big <br />Thompson water, including any closing documents for said purchase; <br />and <br /> <br />. <br /> <br />RESOLVED, that the I"ater shares shall be used as collateral <br />for the loan from the Colorado Water Conservation Board ("CWCB"); <br />and <br /> <br />RESOLVED, that ARWP may, at its option, obtain bridge <br />financing (financing to cover costs prior to other loan funds being <br />received, including earnest money) from First Security Bank of Fort <br />Lupton in an amount not to exceed $27,000, which financing shall be <br />repaid by the loan funds from CWCB. <br /> <br />I further certify that I have examined the appropriate records <br />of the Corporation and know bi' virtue thereof and of my own <br />knowledge that the majority of all holders of the outstC'nding stock <br />of this Corporation entitled to vote have consented by vote to the <br />above resolutions. <br />