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<br />,,,u" . "",,"axeS and Parcel Depat au FAX NO. <br /> <br />Jan. 15 2003 11:28AM P1 <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE RIVERSIDE DITCH AND ALLEN EXTENSION COMPANY <br /> <br />The Board of Directors 9,f The Lama Dhch and Lateral Company (Company), at a meeting held <br />c:r4nU""'~" , 2001, at Buena Vista. COlo/1ldo, adopted tile following resolutions conceming a <br />loan in tile amount of up to $50,000 from Ihe State of Colorado Water Conservation Board (CWCS), <br />for construction of siphons. <br /> <br />At said meeting, the Board charged that Ihese resolutions are irrepealable during the <br />term of the loan and, pursuant to the Company's bylaws, authorized the President and <br />Corporate Secretary, RESOLVED as follows. <br /> <br />1. to enter Into and comply with the tenns of a contract with the Colorado Water Conservation <br />Board for a loan in tile amount of $50,000, or such 'Ictua! amount, more or less, as needed to <br />finance the pmjeCl costs, and <br /> <br />2. to levy and collect assessments from the shareholders In anlll110unt Sufficient to pay the annual <br />amounts due under the I..oan Contrad, and to pledge assessment revenues and the company's <br />right 10 receive said revenues for repaymenl of the loan, and <br /> <br />3. 10 place said pledged revenues in a special accounl separate end apart from other COMPANY <br />revenues, and <br /> <br />4. 10 make the annual payments required by Ihe promls~;ory note and to make annual deposits to a <br />debt service reserve fund. and <br /> <br />5. to exl!Cl.lle 8 deed of tIUSI to convey a security interest to the CWCS in the ditch owned by the <br />Company, and <br /> <br />6. to execute all documents as reqUired by the loan coOlracl, indlll:lil'lQ, bu\ not limited to, a Security <br />Agreement and a Promissory Note. Snd <br /> <br />7. to take suCh other acUons snd to execute such other documenls as may be necessary to <br />consummate and implement the loen, I <br /> <br />CER'nAC/lTION <br /> <br />THE UNDERSIGNED, THE PRESIDENT AlID THE CORpORATE SECRETARY, RESPEC1lVELY, HEREBY CERllFY <br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF <br />THE COMPANY's BOARD OF DIRECTORS DULY CALLED AND liELO AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIoNS HAVE NOT BEEN AMENDED RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE CoMPANY The..L.5- DAY OF 200 J. <br /> <br />(SEAL) ::;': <br /> <br />By.. <br /> <br /> <br />...'. <br /> <br />..... .. <br />,~ . <br /> <br />.~. -- <br />" - <br />., <br />ATTESf:" .:..' <br /> <br />By . ~d 1'hJ:,pu <br />Sussn L Miller, Corporate secretery <br /> <br />rn ~ Q M.:J.L <br />~''iiV', YV\:\I",.., "i<~ ~i-cl"4 <br />