2016-10-03_PERMIT FILE - C2010089 ‎(2)‎

• Permit No: C2010089
• IBM Index Class Name: Permit File
• Doc Date: 10/3/2016
• Doc Name: Tri-State Board Resolution Name Change
• Section_Exhibit Name: Appendix 2.03.6-1
• Media Type: D
• Archive: No

RESOLUTION
WHEREAS, on January 9, 1992 Western Fuels -Colorado, A Limited
Liability Company ("WFC") was formed with two members being Tri-State
Generation and Transmission Association, Inc. ("Tri-State") and Western
Fuels Association, Inc. ("WFA"); and
WHEREAS, at its regular board meeting held June 25, 2015, the
Board of Directors of WFA approved the transfer of its one percent
ownership interest in WFC to Tri-State; and
WHEREAS, at its regular board meeting held August 4-5, 2015, the
Board of Directors of Tri-State approved the transfer of WFA`s one
percent ownership interest in WFC to Tri-State which resulted in Tri-
State being the single member of WFC; and
WHEREAS, as a condition of the transfer, WFA required that WFC
change its name to remove any reference to "Western Fuels"; and
WHEREAS, staff solicited ideas for a new name from employees,
obtained feedback from the Board of Managers of WFC, conducted a legal
review of the potential names, and further evaluated the pros and cons
of the potential names; and
WHEREAS, having completed this analysis, staff recommends Elk
Ridge Mining and Reclamation, LLC as the new name for WFC; and
WHEREAS, pursuant to Colorado law, amended articles of
organization must be filed in the office of the secretary of state when
a limited liability company changes its name; and
«'HzREAS, the First Amended and Restated Articles of Organization
were provided with the notice of this meeting and were presented to the
Board of Managers at this meeting; and
WHEREAS, it is also advisable to amend and restate the operating
rules to reflect the new organization and new name, to modernize
certain aspects of the operating rules, to bring them into conformance
with current law, and to make miscellaneous other updates; and
WHEREAS, the First Amended and Restated Operating Agreement was
provided with the notice of this meeting and was presented to the Hoard
of Managers at this meeting; and
WHEREAS, the members of the Board of Managers of Elk Ridge Mining
and Reclamation, LLC shall remain the same as the current members of
the Board of Managers of WFC; and
WHEREAS, the officer positions shall remain a President, a Vice -
President, a Secretary, and a Treasurer with the officers currently
holding these positions continuing in the same positions; and
weplaaaw
NW*Ch IM At Wt.
&*aCATP
-
Appendix 2.03.6-1 Page 2 September 2016