HomeMy WebLinkAboutMINUTES Board of Directors Estes Park Golf and Country Club 1982-09-13BRADFORD PUBLISHING CO.. DENVER
RECORD OF PROCEEDINGS
Minutes of the annual meeting of the Board of Directors of the Estes
Park Golf and Country Club Corporation, held in the Municipal Building
in Estes Park, Colorado, on the 13th day of September, 1982.
Present: Harry B. Tregent, Robert E. Wagner, George J. Hix,
H. Bernerd Dannels, Margaret Houston, Richard A. Wood,
Bob Diers, Dale G. Hill, Gregory A. White, Connie
Backstrum
President Harry B. Tregent declared the annual meeting of the Board
of Directors open and declared nominations in order for election
of officers. George J. Hix moved the following officers be elected:
President Harry B. Tregent
Vice President H. Bernerd Dannels
Secretary/Treasurer Dale G. Hill
Richard A. Wood seconded the motion and upon roll call the motion
unanimously carried.
Attorney Gregory A. White described in detail the legal procedures
necessary to dissolve the Estes Park Golf and Country Club Corporation.
Following a long discussion on all aspects related to dissolving
the Corporation, Director Robert E. Wagner introduced the following
Resolution and moved it be passed and adopted:
RESOLUTION
WHEREAS, the Board of Directors of the Estes Park Golf and
Country Club at their meeting of September 13, 1982, has determined
to recommend to the shareholders that the Estes Park Golf and Country
Club elect to accept the provisions of Articles 20 through 29 of
Title 7, C.R.S., 1973, as amended, more commonly known as the.
"Colorado Non -Profit Corporation Act"; and
WHEREAS, pursuant to the appropriate statutory provisions,
the Board has determined that the question of said election should
be submitted to the shareholders of the Corporation at a special
Meeting expressly for said purpose.'
NOW, THEREFORE, be it resolved by the Board of Directors of
the Estes Park Golf and Country Club hereby recommends that the
Corporation accept Articles 20 through 29 of Title 7, C.R.S., 1973,
as amended, known as the Colorado Non -Profit Corporation Act;
Be it further resolved that pursuant to 7-21-111, C.R.S., 1973,
as amended, that a special meeting of the shareholders be called
for the purpose of submitting the question of electing toaccept
the aforementioned "Colorado Non -Profit Corporation Act" by the
Corporation be held on the 30th day of September, 1982, at 3:00
p.m.
Be it further resolved that the appropriate officers of the
Corporation give all special notices required by the provisions
of 7-11-111, C.R.S., 1973, as amended.
Director Margaret Houston seconded the motion and upon roll call
the motion unanimously carried.
A Procedural Memorandum dated September 10, 1982, to Dale G. Hill
from Gregory A. White regarding the procedures for dissolution of
the Estes Park Golf and Country Club was reviewed by the Board of
Directors and is made a part of these proceedings.
There being no further business, the meeting adjourned.
Grp-% v�.
Harry B. TSCegent, President
P
LYNN A. HAMMOND
ROGER E. CLAMS
GREGORY A.WHITE
ALFRED P. DAVIS
HAMMDND, CLARK AND WHITE
LAW OFFICES
FIRST NATIONAL HANK BUILDING, SUITE 418
LOVELAND, COLORADO
303-667-1023
PROCEDURAL MEMORANDUM
TO: Dale G. Hill
FROM: Gregory A. White
DATE: September 10, 1982
RE: Procedure re Estes Park Golf and Country
Club Dissolution
MAILING ADDRESS
P. 0. Box 701
LOVELAND,CO. 80539
The following are the procedural steps with regard to
dissolution of the Estes Park Golf and Country Club, the
transfer of the golf course to the Town of Estes Park, and
the approval of the dissolution by the appropriate Court.
A. Adoption of new Not for Profit Corporation Act:
1. The Board of Directors adopts a Resolution
recommending that the corporation accept Articles 20 to 29
of Title 7, and directs that the question be submitted to
vote at a meeting of shareholders and setting of time and
place for said meeting;
2. Written notice must be mailed to shareholders
not less than 10 nor more than 50 days from the date of meeting;
3. A vote must pass by 2/3rds of the shareholders
present in person or by proxy;
4. At the meeting, the Board of Directors should
designate a registered office and a registered agent for the
corporation;
5. Execute a statement of election to accept
according to the provisions of 7-21-112 (i), C.R.S. 1973,
as amended;
6. File duplicate originalsof the articles of
incorporation with the Secretary of State.
r
Dale G. Hill
September 10, 1982
Page Two
B. Procedures following election to accept:
Note: This must be done after filing the election to
accept the new Corporate Act.
1. The Board should adopt a Resolution recommending
dissolution;
2. Notice of meeting should be sent to all members;
3. A vote must pass by 2/3rd of the shareholders
present in person or by proxy;
4. Execute a Statement of Intent to Dissolve;
5. The Board should adopt a plan for distribution
of assets by Resolution;
6. A notice must be sent to all members;
7. Members must adopt the plan by a 2/3 majority;
*8. Duplicate Statements of Statement of Intent to
Dissolve must be filed with the Secretary of State;
9. A notice of intent must be sent to all creditors;
10. Discharge of Liabilities;
11. Distrtibute assets;
12. Execute Articles of Dissolution in duplicate;
13. File with Secretary of State.
*After filing may apply to Court for liquidation under Court
supervision (See 7-26-106 (3) C.R.S. 1973, as amended.
RESOLUTION
WHEREAS, the Board of Directors of the Estes Park Golf
and Country Club at their meeting of September 13, 1982,
has determined to recommend to the shareholders that the Estes
Park Golf and Country Club elect to accept the provisions
of Articles 20 thru 29 of Title 7, C.R.S., 1973, as amended,
more commonly known as the "Colorado Non -Profit Corporation Act";
and
WHEREAS, pursuant to the appropriate statutory provisions,
the Board has determined that the question of said election
should be submitted to the shareholders of the Corporation at
a special meeting expressly for said purpose.
NOW, THEREFORE, be it resolved by the Board of Directors
of the Estes Park Golf and Country Club that:
The Board of Directors of the Estes Park Golf and
Country Club hereby recommends that the Corporation accept
Articles 20 thru 29 of Title 7, C.R.S., 1973, as amended,
known as the Colorado Non -Profit Corporation Act;
Be it further resolved that pursuant to 7-21-111, C.R.S.,
1973, as amended, that a special meeting of the shareholders
be called for the purpose of submitting the question of
electing to accept the aforementioned "Colorado Non Profit
Corporation Act11 by the Corporation be held on the day
of September , 1982, at 3:00 p.m.
Be it further resolved that the appropriate officers of
the Corporation give all special notices required by the
provisions of 7-21-111, C.R.S., 1973, as amended.
DATED this 13th day of September, 1982.
ESTES PARK GOLF AND COUNTRY CLUB