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Home My WebLink About20060307Executed consent resolution.pdfGIVE SLEY LLP lAW OFFICES 601 W. Bannock Street PO Box 2720, Boise, Idaho 83701 TELEPHONE: 208 388-1200 FACSIMilE: 208 388-1300 WEBSITE: www.givenspursley.com Gary G. Allen Kristen A. Atwood Kelly T. Barbour Christopher J. Beeson William C. Coie Michael C. Creamer Thomas E. Ovorak Roy Lewis Eiguren Timothy P. Feamside Jeffrey C. Fereday Melissa A. Finocchio Steven J. Hippler Karl T. Klein Oebora K. Kristensen Anne C. Kunkel KRISTENA. ATWOOD DIRECT DiAL: (208) 388-1244 EMAll: KRISTENATWOOD~GIVENSPURSlEY.COM March 6, 2006 VIA HAND DELIVERY Jean Jewell, Secretary Idaho Public Utilities Commission 472 W. Washington Street P. O. Box 83720 Boise, ID 83720-0074 Jeremy G. ladle Franklin G. lee David R. Lombard John M. Marshall Kenneth R. McClure Kelly Greene McConnell Cynthia A. Melillo Christopher H. Meyer L. Edward Miller Patrick J. Milier Judson B. Montgomery Angela K. Nelson Deborah E. Nelson W. Hugh O'Riordan, lL.M. Bradley V. Sneed H. Barton Thomas, lL.M. J. Will Varin Coniey E. Ward Robert B. White Raymond D. Givens RETIRED James A. McCiure RETIRED Kenneth L. Pursley RETIRED Ucensad In California ....."'-', " i; , '-..' .-.~,; ,_... '-, , en ' , " THE APPLICATION OF COLUMBINE TELEPHONE COMPANY FOR AUTHORITY TO BORROW FROM THE RURAL TELEPHONE FINANCE COOPERATIVE IN AN AMOUNT NOT TO EXCEED $11 000 000. CASE NO. COL-06- RE: Dear Jean: In the above-referenced application of Columbine Telephone Company, an unexecuted copy of the Consent Resolution of the Board of Directors of Columbine Telephone Company was included as Exhibit B. I am now enclosing four fully executed copies of the Consent Resolution for your records. If you have any questions or comments, please do not hesitate to contact me. Thank you for your help. Very truly yours~J~ Kristen A. Atwood KAA/kaa cc: William C. Cole Conley E. Ward Enclosures S:\CLIENTS\l 534\50\Llr to PUG re executed consent resolution.doc CONSENT RESOLUTION OF THE BOARD OF DIRECTORS COLUMBINE TELEPHONE COMPANY The undersigned, being all of the directors ofCOLUMBlNE TELEPHONE COMPANY, INc., a Wyoming corporation (the "Company ) doing business as Teton Telecom, do hereby take the following corporate actions without a meeting in accordance with the general corporation laws of the State of Wyoming and the constituent documents of the Company: WHEREAS, the,directors,ata duly called meeting of the directors, have given their approval to pursue a loan commitment to provide funding for itself and certain affiliates to finance the construction ofa new office-building complex; to fmancegeneral plant and equipment upgrades; to fllndthe purchase ofRTFC'10%Subordinated Capital Certificates, and other corporate purposes; and WHEREAS, the directors of the Company have obtained a loan commitment from Rural Telephone Finance Cooperative ("RTFC") in the amount of Eleven Million Dollars and nol100 ($11,000 000.00) (the "Loan ); and WHEREAS, the directors believe the Loan to be in the best interests of the Company; and WHEREAS, the directors now desire to approve the Loan. NOW: THEREFORE BE IT RESOLVED, that the Company borrow from RTFC, and that the directors hereby authorize borrowings from R TFC, from time to time in amounts which shall not at anyone time exceed $11 000 000.00 in the aggregate; RESOLVED, that the proceeds of such borrowings shall be used by the Company or its affiliates solely as specified in the Loan Agreement (as defined below); REsaL VED, that Allen R. Hoopes, the President, is hereby authorized on behalf of the Company tOex,ecute and deliver under its corporate seal, which the Secretary or Assistant Secretary is directed to affix and attest: (a) as many counterparts as shall be deemed advisable for a Loan Agreement with RIFC (the "Loan Agreement"), substantially in the form presented to the Board of Directors; (b) a Secured Promissory Note payable to the order of R TFC in the aggregate principal amount not to exceed $11 000,000., bearing such interest as provided for therein and providing for the payment of the indebtedness evidenced thereby within fifteen (15) years after the date thereof (tbe "Note ), substantially in the form presented to the Board of Directors; CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INc. - K:\Bo3rd\Rewlutions\Consent Resolution of Directors-Columbine IIM.DOC RESOLVED, that said officer be, and hereby is, authorized and directed to execute and deliver in the name of and on behalf of the Company such other documents and to take such other actions as such person, in his/her sole discretion, shall deem necessary or advisable to carry out the intent and putpose of the foregoing resolutions or the transactions contemplated thereby; RESOLVED, that Allen R. Hoopes is authorized on behalf of the Company to request and receive ttmds on account ofthe Note from time to time, to repay such funds in accordance with the Loan Agreementand the Note; and is directed to deposit such funds in a special bank account used to receive advances from the Lender; and RESOLVED; that all actions heretofore taken by the authorized agents of the Company in connection with and in furtherance of the Loan are hereby ratified and confImled in all respects as acts of the Company. (end of text) CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INe - C:\l)OI:uments and Scttings\mam\Local Settings\Tcmporary Internet Files\OLKl B\Conscnt Resolution of Directors-Columbine.DOC Dated effective the ;' day of J ~ 1'!L.t 'R&m Davis irector 2006. Melvin R. Hoopes, Director Allen R. Hoopes, Director Bonnie E. Hoopes, Director Brad E. Hoopes; Director Rod R. Jensen, Director CONSENT RESOLUTION OF DJRECTORS OF COLUMBINE TELEPHONE COMPA,l\JY. INC . C:\Oocumcnts and SeUings\mam\LDcal Senings\Tcll1porary Internet files\OLK IB\Consenl Resolution of Direclors-Columbine,OOC Dated effective the :5 (day of 9 4/.~/.cu 2006, Tom Davis, Director --" J ?'J.L-E~J'L~~ /~?./ .. / Me1~inR. Hoopes,Director ""O'~!' Allen R. Hoopes, Director Bonnie E, Hoopes, Director Brad E. Hoopes, Director Rod R. Jensen, Director CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INc. . C:\Documcnts and Scltings\mal11\LocaJ Scnings\Ternpormy Internet Files\OLK!B\Ccnscnl Resolution of Directors-Columbillc.DOC Dated effective the 31st day of January 2006. Tom Davjs, Director Melvin R. Hoopes, Director/.1 /) r ~ Y~d~ Allen R. Hoopes, Dire Bonnie E. Hoopes, Director Brad E. Hoopes, Director CONSENT RESOLUTION OF DIRECTORS OF COLW...IBINE TELEPHONE COMPA..., INC - C:\Documents and Set1ings\mam\Local SeUings\Temporary Intemc! Filcs\OLK 1 B\Consen! Resolution ofDircctors-Cotumbine.D(X~ Dated effective the '/;/( day of J't_tR.U tl ttl', 2006. Tom Davis, Director Melvin R. Hoopes, Director Allen R. Hoopes, Director ~~~~ f. Bonnie E. Hoopes, Director Brad E, Hoopes, Director Rod R. Jensen, Director CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, !NC . C:\Documcnls and Scltings\mml1\Loeal Scttings\Tempomry Internet Filcs\OLK I B\Conscnl Resolution of Directors-Coturnbinc, DOC Dated effective the 31s tday of _~anuary 2006. Tom Davis. Director Melvin R. Hoopes, Director Allen R Hoopes , Director Rod R. Jensen. Director CONSENT RESOLUTION OF DIRECTORS OF COLUMBu'.!ETELEPHONE COMPANY , INC, C:\Docllmenls and Settings\rnam\Local Settings\Temporary Internet Filcs\OLK I B\Conscnl Resolution of Directors-Columbine.DOC