|
<br />,:,",
<br />.. J
<br />
<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />
<br />At the Annual Stockholders Meeting of The North Poudre Irrigation Company (Company) held '
<br />February 2,1998, the stockholders were informed of the Board's intention to borrower $500,000
<br />for several rehabilitation projects on the North Poudre irrigation system. to which the
<br />stockholders expres(~~oJ1!i;qq;f'
<br />
<br />At a meeting held LfItj~LJ..n~, 'u''f.'r3fJj, at Wellington, Colorado, the Board of Directors of the
<br />Company adopted the following resolutions concerning a loan in the amount of up to $500,000,
<br />not to exceed 75% of actual construction costs, from the State of Colorado Water Conservation
<br />Board (CWCB), for the purpose of rehabilitation of portions of the North Poudre system
<br />including the construction of the North Poudre Reservoir #5 spillway, to pipe the ditch below
<br />North Poudre #6 dam and to pipe a portion of North Poudre's Buckeye Lateral.
<br />
<br />At said meeting, the Board charged that these resolutions are irrepealable during the term of
<br />the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
<br />Secretary as follows.
<br />
<br />1 , RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br />Conservation Board for a loan in the amount of up to $500,000, and
<br />
<br />2. RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient to pay
<br />the annual amounts due under the Loan Contract, and to pledge assessment revenues and the
<br />Company's right to receive said revenues for repayment of the loan, and
<br />
<br />3. RESOLVED. to place said pledged revenues in a special account separate and apart from other
<br />COMPANY revenues, and
<br />
<br />4. RESOLVED, to make the annual payments required by the promissory note and to make annual
<br />deposits to a debt service reserve fund, and
<br />
<br />5, RESOLVED, to pledge certain property of the Company as collateral for the loan and execute
<br />documents necessary to convey a security interest in said property to the CWCB, and
<br />
<br />6, RESOLVED, to execute all documents as required by the loan contract, including, but not limited to,
<br />a Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, and
<br />
<br />7, RESOLVED, to take such other actions and to execute such other documents as may be necessary
<br />to consummate and implement the loan.
<br />
<br />CERTIFICATION
<br />
<br />THE UNDERSIGNED. THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT THE
<br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S
<br />BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND
<br />THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. 4
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THlVi3 DAY OF 1998,
<br />
<br />(S EAL)
<br />
<br />
<br />Duane Aranci, President
<br />
<br />ATTE7T ~
<br />
<br />BY~ AJOA :1---1..
<br />Sharon Seaworth, Corporate Secretary
<br />
<br />Appendix 1 to Loan Contract C153833
<br />
|