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<br /> GREENHA VENILOVE INVEST~1ENTS P ARTh"ERSHIP
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<br /> RESOLIJTION
<br /> AUTHORIZING THE CONVEYANCE OF STOCK IN ELIM WATER COMPA...~, INC.,
<br /> THE EXECUTION OF A POWER OF ATIORNEY IN CONNECTION THEREWITH,
<br /> AND THE RA TIFICA TION OF OFFICIAL ACTS.
<br /> WHEREAS, GIeenhavenlLove Investments Partnership ("Partnership") is a Texas general
<br /> partnership created, existing and doing business under the Texas Uniform Partnership Act
<br />.-- which, in the ordinary course of its business, has invested in certain debentures and/or capital
<br /> stock issued by Elim Water Company, Inc. ("Elim"); and
<br /> WHEREAS, prior to the conversion of outstanding EHm debentures to common corporate
<br /> stock, the Partnership was the owner of two shares of Elim common stock represented by Stock
<br /> Certificates Nos. 11 and 12, 13, 14 and the owner of Debenture Nos. 1, 2, 4, 7, 8, 9, 10, 11, 12,
<br /> 14, 66, 67, issued by Elim in the principal amount of One Thousand Dollars ($1,000.00) each,
<br /> and
<br /> WHEREAS, the Partnership acknowledges that on or about September 26, 1996, Elim
<br /> converted Debenture Nos. 1,2,4, 7, 8, 9, 10, 11, 12, 14, 66, 67 to common stock, resulting in the
<br /> Partnership's O\vnership of a total of sixteen shares of common stock in Elim, which ownership
<br /> is free and clear of any encumbrances or liens and constitutes the only interest in Elím owned
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<br /> possessed or controlled by the Partnership; and
<br /> WHEREAS, the Partnership has previously appointed Louise Roberts, President and Betty
<br /> Rust, SecretaryITreasurer for the purpose of managing and distributing all partnership assets; and
<br /> WHEREAS, the City of San Marcos ("City") has proposed to purchase, on its own behalf
<br /> or by and through a not for profit entity or entities to be designated by the City, all of the
<br /> aforesaid interests in Elim mvned by the Partnership for the purchase price of Four Thousand
<br />- Two Hundred Fifty ($4,250.00) per share or a total of Sixty-Eight Thousand Dollars
<br /> ($68,000.00), and
<br /> WHEREAS, the Partnership desires to sell all of its interests in Elim which it presently
<br /> owns as proposed by the City.
<br /> THEREFORE, GreenhavenILove Investments Partnership resolves as follows:
<br /> (1) The conversion ofE1im Debentures Nos. 1, 2, 4, 7, 8, 9, 10, 11, 12, '14, 66, 67 to
<br /> common stock is hereby consented to, approved, ratified and conf"mned.
<br /> (2) That Louise Roberts shall continue as President of the Partnership.
<br /> (3) That Betty Rust shall continue as Secretary/Treasurer of the Partnership.
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