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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE CEDAR MESA DITCH AND RESERVOIR COMPANY <br />The Shareholders of the Cedar Mesa Ditch and Reservoir Company (Company), at <br />a Shareholders' meeting held � 2003, at Cedaredge, Colorado, <br />adopted the following resolutions oncernig an increase of $50,000 to the existing <br />$100,000 secured loan from the ate of C"olorado Water Conservation Board (CWCB), <br />for a total loan amount of $150,000 or such actual amount, more or less, as may be <br />needed by the Company and available from the CWCB for actual project costs. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable <br />during the term of the loan and, pursuant to the Company's bylaws, authorized the Board <br />of Directors and officers, RESOLVED as follows: <br />1. To enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $150,000, or such actual amount, more or less, as needed <br />to finance project costs, and <br />2. To levy and coilect assessments from the shareholders in an amount su�cient to pay the <br />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 />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 <br />to a debt service reserve fund, and <br />5. To execute a deed of trust to convey a security interest to the CWCB in certain properry <br />owned by the Company, and <br />6. To execute all documents as required by the loan contract, including, but not limited to, a <br />Security 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 THE <br />COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SFAL OF THE COMPANY THE �DAY OF 2003. <br />By <br />( S E A L) Herschel G. Burge�s , President <br />ATTEST: <br />BY �z���� �'/��..�` <br />Robert E. Phillips, Corporate Secretary � <br />Attachment B to Contract C150087�Amendment 1 <br />