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Home My WebLink About991280.tiff 8.. The applicant shall contact the Colorado Department of Transportation to determine the suitability of the existing access to the site. (Dept. of Planning Services, Public Works) EXHIBIT 991280 use l211 2) Adequate circulation routes and turn-around radii for the larger trailers to be used on-site. (Public Works) 3) The approved landscaping plan. (Dept. Of Planning Services) B. The applicant shall submit a parking plan to the Department of Planning Services for review and approval. The parking plan shall be made in accordance with Section 41 of the Weld County Zoning Ordinance. (Dept. Of Planning Services) C. The applicant shall attempt to address the requirements of the Brighton Fire Protection District as stated in a referral response received January 12, 1999. Evidence of District approval shall be forwarded to the Department of Planning Services. (Dept. Of Planning Services) D. The applicant shall attempt to acquire permission from the landowner of the property to the immediate south of the subject site to utilize the access through their property to the easement to accommodate the longer trailers used for the business. Written evidence of such an agreement shall be forwarded to the Department of Planning Services. (Public Works, Dept. Of Planning Services) E. The Special Review activity shall not occur nor shall any building or electrical permits be issued on the property until the Special Review plat is ready to be recorded in the office of the Weld County Clerk and Recorder. (Dept. Of Planning Services) F. The applicant shall contact the Colorado Department of Transportation(COOT) regarding the existing access to the site from US Highway 85. Evidence of COOT approval shall be forwarded to the Weld County Department of Planning Services. (Dept. Of Planning Services.) 5. Prior to the release of building permits: a) The application materials indicate that the facility will process cardboard, newspaper, glass, aluminum, plastic, and empty metal and plastic barrels that have held only non-toxic and non-hazardous materials. Following removal of the existing materials from the site, but prior to accepting any additional materials onto the site, the facility shall provide the Planning and Health Departments a summary of the processors, vendors, or facilities where the materials will be further handled, processed, recycled, etc. The summary should also include the following: 1) Any written agreements or contracts that the facility may have with the processor or vendor. 2) The organization or facility name, address, phone number, and a contact name where any of the materials will be moved to, or recycled, processed, handled, etc. 3) A detailed description of the process that each material will go through from the time it is received on the facility until it is removed. 4) Any deviation from the approved summary shall be approved by the Health Department. Evidence of Health Department approval of the above described material shall be EXHIBIT s us2*Jal SITE SPECIFIC DEVELOPMENT PLAN SPECIAL REVIEW PERMIT DEVELOPMENT STANDARDS 1. The Site Specific Development Plan and Special Use Permit is for an Industrial Use in the A(Agricultural)zone district, as indicated in the application materials on file in the Department of Planning Services and subject to the Development Standards stated hereon. (Dept. Of Planning Services) 2. Approval of this plan may create a vested property right pursuant to Section 90 of the Weld County Zoning Ordinance, as amended.(Dept. Of Planning Services) 3. All proposed or existing structures will or do meet the minimum setback and offset requirements for the Agricultural zone district. (Dept. Of Planning Services) 4. This application was approved to bring an existing zoning violation (VI-9800102) on the property into compliance with Weld County Agricultural Zone standards. (Code Enforcement) 5. Materials stored on site shall be for the sole benefit of the Recycling Business. At no time will materials in transit for disposal be allowed on site. (Dept. Of Planning Services, Health Dept.) 6. Any prcposed signage shall require appropriate building permits and be constructed in accordance with Section 42.2 of the Weld County Zoning Ordinance. (Dept. of Planning Services) 7. All construction or improvements occurring in the flood plain as delineated on FEMA Community Panel Map 080266 0995 C, dated September 28, 1982, shall comply with the Flood Hazard Overlay District requirements of Section 26 of the Weld County Zoning Ordinance. (Dept. Of Planning Services) 8. The inslallation of any septic system within the 100-year flood plain shall comply with the Weld County I.S.D.S. flood plain policy. In accordance with the Colorado I.S.D.S. Regulations, no septic systems shall be installed within the floodway. (Dept. Of Planning Services) 9. The facility shall only receive, for processing, cardboard, newspaper, glass, aluminum, plastic, and empty metal and plastic barrels that have held non-toxic and non-hazardous materials. No other materials shall be accepted without the written approval of the Planning Department. The facility shall not accept liquids, materials that may contaminate groundwater, or any materials that may create off-site odors. (Health Dept.) 10. The facility shall comply with 30-20-102(5), C.R.S., as amended, and any rules or regulations promulgated thereunder. (Health Dept.) 11. All solid wastes (as defined in the Solid Wastes Disposal Sites and Facilities Act, 30-20-100.5, C.R.S., as amended) shall be stored and removed for final disposal in a manner that prolects against surface and groundwater contamination. (Health Dept.) 12. The faci ity shall never have more than 500 cubic yards of recyclable materials on the facility at any g ven time. Records shall be maintained that demonstrates recyclable materials are being recycled at the site at a rate that approximately equals the rate at which recyclable materials are being collected. The facility shall submit quarterly reports to the Planning and May 13, 1999 TheBoard of County Commissioners Weld County, Colorado Re: CASE NUMBER: USR-1211 Dear Sirs and Madam: We were in attendance at the County Commissioners meeting on May 12, 1999. At that meeting, statements were made by Mr. Jeremiah Wickham, which we did not have an opportunity to reply to, therefore we are doting so in this memo. 1. Mr. Wickham statec that prior to purchase of the property, he walked the property with Mr. Harshman and told him of his plans for land use. Following is a direct quote from a letter sent to Mr. Ben Patton on July 07,1998: "As we explained when we were in your office,we recently sold the property to the north and west of our property to Jere.niah L. Wickham. Mr Wickham told us prior to the sale,that he intented to build a house and raise goats on the property." 2. Mr. Wickham statec that there had not been any additional items placed on the property recently. The cartons I (Janice Harshman)was referring to are located at 12903 WCR 2,which is on Mr. Wickham's property. We have dated photos showing these cartons, 3. Mr. Wickham stated that the payments on the property were being processed through Mr Frank Woodhouse. Mr. Woodhouse is a real estate agent who handled the sale of the property to Mr. Wickham, but has nothing to do with the handling of the payments, The payments are to be deposited at a bank, which is how it.was set up and how the first few payment were made. As I stated at the meeting on May 12, 1999, we are very concerned about the cartons that are disintegrating and spilling the contents onto our property. Sincerely, ajlinitlegi---0 I/Thomas A. and Janice IC. Harshman 7Cc�z cJ 233 U.S. Highway 85 Brighton, CO 80601 303 659-8318 . EXHIBIT use.4lzn Curl Amended and Restated Articles Of Incorporation19771094523 n gEG E m G)2:Si rs Of Reclaimed Resources - Colorado, Inc. Pursuant to the Colorado Business Corporation Act, Reclaimed Resources - Colorado, Inc., a Colorado corporation, Restates and Amends its Articles of Incorporation as follows: 1. Name Of Corporation The name of the Corporation is Reclaimed Resources - Colorado, Inc. 2. Duration Of Corporation 1771094523 C 60.00 The period of the Corporation's duration is perpetual. kC ni_TnR`i OF 'STATE 06-13-97 .2.1L. 18 3. Capital Stock. The aggregate number of shares of capital stock the Corporation shall have ;' authority to issue is 100,000 shares of common stock. 4. Preemptive Rights The shareholders shall have no preemptive rights to acquire additional or treasury shares of the Corporation or securities convertible into shares or carrying stock purchase warrants or privileges. 5. Cumulative Voting No cumulative voting shall be allowed. 6. Dealings Of Interest Officers And Directors As used in this section, "conflicting interest transaction" means any of the following: (1) a loan or other transaction involving assistance by the Corporation to an officer or director of the Corporation or to an entity in which an officer or director of the Corporation is a director or officer or has a financial interest; (2) a guaranty by the Corporation of an obligation of an officer or director of the Corporation or of an obligation of an entity in which an officer or director of the Corporation is a 'director or officer or has a. financial interest; or (3) a contract or transaction between the Corporation and an officer or director of the Corporation or between the Corporation and an entity in which an officer or director of the Corporation is a director or officer or has a financial interest. No conflicting interest transaction shall be either void or voidable, be enjoined, be set aside, or give rise to an award of damages or other EXHIBIT I 14 LlCRA#Mil sanctions in a proceeding by a shareholder or by or in the right of the Corporation, solely because of such conflicting interest in the transaction, or solely because such director or officer is present at or participates in a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such a conflicting interest transaction, or solely because his or her votes are counted for such purpose if: a. The material facts of such relationship or interest as to the conflicting interest transaction are disclosed or known to the board of directors or committee and such board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested. directors even though the disinterested directors are less than a quorum; or b. The material facts of such relationship or interest as to the c:onflicting interest transaction are disclosed or known to the shareholders entitled to vote thereon and the conflicting interest transaction is specifically authorized, approved or ratified in good faith by vote of the shareholders; or c. The conflicting interest transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such conflicting interest transaction. 7. Indemnification Of Directors, Officers, Employees And Agents 7.1 Definitions. The following definitions shall apply to the terms used in this Article: a. "Corporation" includes this Corporation and any domestic or foreign predecessor entity of the Corporation in a merger, or other transaction in which the predecessor's existence ceased upon consummation of the transaction. b. "Director" means an individual who is or was a director of the Corporation anc an individual who, while a director of the Corporation, is or was serving at the Ccrporation's request as a director, officer, partner, trustee, employee, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or person, or employee benefit plan. A director shall be considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context otherwise requires, the estate or personal representative of a director. c. "Expenses" includes counsel fees. d. "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expense incurred with respect to a proceeding. --2 -- e. "Official capacity," when used with respect to a director, means the office of director in the Corporation, and, when used with respect to a person other than a director, means :he office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint-venture, trust, other enterprise or employee benefit plan. f. "Party" includes an person who was, is or is threatened to be made a named defendant or respondent in a proceeding. g. "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and. whether formal or informal. 7.2 Indemnification for Liability. a. Except as provided in §7.2.d, the Corporation shall indemnify against liability incurred :.n any proceeding any person made a party to the proceeding because he or she is or was a director or officer if: i. He or she conducted himself or herself in good faith; ii. He or she reasonably believed: a) In the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the Corporation's best interests; or b) In all other cases, that his or her conduct was at least not opposed to the Corporation's best interests; and iii. In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. b. A director's or officer's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in or beneficiaries of :he plan is conduct that satisfies the requirements of this §7.2. A director's or officer's conduct with respect to an employee benefit plan for a purpose that he or she did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of this §7.2. c. The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the person did not meet the standard of conduct set forth in §7.2.a. d. The Corporation may not indemnify a director or officer under this §7.2 either: i. In connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation; or -- 3 -- ii. In connection with any proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. e. Indemnification permitted under this §7.2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding. 7.3 Mandatory Indemnification. a. Except as limited by these Articles of Incorporation, the Corporation shall be required to indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party against reasonable expenses incurred by him or her in connection with the proceeding. b. Except as otherwise limited by these Articles of Incorporation, a director or officer who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: i. If it determines the director or officer is entitled to mandatory indemnification, :he court shall order indemnification under §7.3.a, in which case the court shall also order the Corporation to pay the director's or officer's reasonable expenses incurrec. to obtain court-ordered indemnification. ii. If it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in §7.2.a or was adjudged liable in the circumstances described in§7.2.d,the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in §7.2.d is limited to reasonable expenses incurred. 7.4 Limitation on Indemnification. a. The Corporation may not indemnify a director or officer under §7.2 unless authorized in the specific case after a determination has been made that indemnification of the director or officer is permissible in the circumstances because he or she has met the standard of conduct set forth in §7.2.a. b. The determination required to be made by paragraph §7.4.a shall be made: i. By the board of directors by a majority vote of a quorum, which quorum shall consist of directors not parties to the proceeding; or ii. If a quorum cannot be obtained, by a majority vote of a committee of the board designated by the board, which committee shall consist of two or more --4 -- directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee. c. If the quorum cannot be obtained or the committee cannot be established under §7.4.b, or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the determination required to be made by §7.4.a shall be made: i. By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in §7.4.b.i or §7.4.b.ii or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board; or ii. By the shareholders. d. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible; except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel. 7.5 Advance Payment of Expenses. a. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if: i. The director, officer, employee or agent furnishes the Corporation a written affirmation of his or her good-faith belief that he or she has met the standard of conduct described in §7.2.a of this Article; ii. The director, officer, employee or agent furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he or she did not meet such standard of conduct; and ii:i. A determination is made that the facts then known to those making the determination would not preclude indemnification under this §7.5. b. The undertaking required by §7.5.a.ii shall be an unlimited general obligation of the director, officer, employee or agent, but need not be secured and may be accepted withDut reference to financial ability to make repayment. c. Determinations and authorizations of payments under this Section shall be made in the manner specified under §7.4 hereof. 7.6 Reimbursement of Witness Expenses. The Corporation shall pay or reimburse expenses incurred by a director in connection with his or her appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding. 7.7 Insurance for Indemnification. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, ::rustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee -- 5 -- benefit plan agair.st any liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. Any such insurance may be procured from any insurance company designated by the Board of Directors of the Corporation, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States of America, including any insurance company in which the Corporation has equity or any other interest, through stock or otherwise. 7.8 Notice of Indemnification. Any indemnification of or advance of expenses to a director in accordance with this Article, if arising out of a proceeding by or on behalf of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders' meeting. 7.9 Indemnification of Officers, Employees and Agents of the Corporation. The Board of Directors may indemnify and advance expenses to an officer, employee or agent of the Corporation who is not a director of the Corporation to the same or greater extent as to a director if such indemnification and advance expense payment is provided for in these Articles of Incorporation, the Bylaws, by resolution of the shareholders or directors or by contract, in a manner consistent with the Colorado Business Corporation Act. 8. Adoption And Amendment Of Bylaws. The Bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter or amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors,but the shareholders may also alter, amend or repeal the Bylaws or adopt new Bylaws. The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with statute or the Articles of Incorporation. 9. Directors The number of directors constituting the current Board of Directors is one and the person who is to serve as Director until the next annual meeting of Shareholders or until his successors are elected and qualified are Jeremiah L. Wickham, whose address is 945 N. 5th Avenue, Brighton, Colorado 80601. The number of directors shall be fixed in accordance with t:he bylaws. 10. Registered Office And Agent. The street address of the Registered Office is 945 N. 5th Avenue, Brighton, Colorado 80601. The name of the Corporation's Registered Agent at that office is Jeremiah L. Wickham. 11. Principal Office. The address of the Corporation's principal office in this state is 945 N. 5th Avenue, Brighton, Colorado 80601. 12. Effect. The Restated and Amended Articles correctly set forth the provisions of the Articles of Incorporation as amended, and they supersede the original Articles of Incorporation and all Amendments thereto. 13. Approval. These Restated and Amended Articles of Incorporation were approved by a vote of the shareholders on June 9, 1997, and the number of shares voted for the Restated and Amended Articles of Incorporation was sufficient for approval in accordance with Section 7-110-105 of the Colorado Business Corporation Act. Dated at Denver, Colorado, on June 9, 1997. Reclaimed Resources - Colorado, Inc. ` By � \� Jiah L Wic am, President and ecretary 05/17/99 10:55 FAX II001 • sot 9y: RPH HJS OAS ATTY'S; SOS 290 9805; May-17-99 10:07AM; Page 1 Horen &Associates, P. C. Attorneys crCouruair'na law . CONFIDENTIALITY NOTICE Unless you are the addressee,you axe not authorised to read,copy,or otherwise use the contents of this facsimile transmission. • tranandsslon nay contain confidential information belong to the sender,which is protected b attorney-cunt and/or attorney work product privilege(s). IThis information is intended only for of the addressee•individual or entity. Tf you are not the intended addressee,you are hereby that any disclosure,copying,distribution,of the taking of anyj action in reliance on the contents of formation is strictly prohibited. If you have received this transmission in°nor,please(1):phone (collect)and(2)destroy this cover sheet and the Paget which ate included in this trsnsmisaian. J C9lietno / Cower Sheet: Date: 5117/99 To: Weld County Planning Commission • Attention: Ben Fax it: 970.304.6498 From: Robert P.Horen Re: Sanctuary Lino, LLC Our Filet 973005 Zoning Variance Number of pages(including this cover page): 15 An arhtinalcopy of this transmission will not be sent unless otherwise nub d ski At the request of the Manager of the subject limited liability company, Jete2tiah Wickham, attached are copies of the company's Articles of Organization as filed with the Colorado Secretary of State and its Operating Agr sent. If 1 may be of further assistance,please call Best regards, 1106 cc Sanctuary Unci,LLC 7o7 Seventeenth Street,Suite 2900 a EXHIBIT newer,Calomdo 80202.24V Telephone; 303-2%-0223 Fax; 303E296-9805 _J.. 1. 5)2#rlit 6. Organizer.memo . n ea 1•S !GM evert 05/17/99 09:10 TX/RX N0.5824 P.001 U 05/17/99_w 10:55 gra% fa002 auuave.w uie wtpiniaer+,� Name Address Robert P.Horen 707 Seventeenth St,Suite 2900,Denver,Coloradlo 80202 • • I . 05/17/99 09:10 TX/RX N0.5824 P.001 05/17/99 10:55 FAX • FJ009 Dolt By: flPH HJS OAS ATTY'S; 909 298 8605] May-17-99 10:07AM; Page 2 . I I 7. Duration. The period of the limited liability company's durationis perpetual. 8. Limitations on Indemnification. a. Mandatory Indemnification. Any manager Lot the limited liability company acting within the scope of his duties shall be indemnified by the company in the event that such manager is successful, on the merits or otherwise, in the defense of any proceeding to which such manager was a party to the extent that such indemnification shall be limited In the reasonable expenses incurred by such manager in connection ' with said proceeding. b. Application for Indemu%f+cation to Court In the event that a manager who is or was a party to a proceeding concerning the manageij,while acting within the scope of his authority as manager, shall be successful in defense of such suit, on the merits or otherwise, said manager may apply for indemnification to the Court conducting the proceeding or to any other Court of competent jurisdiction. On receipt of such application,the Court,after giving any notice the Court considers necessary,may order indemnification in the manner provided by C.R.S. § 7-80-410(4), or any amendment thereto that maybe from time to time made. c. Expansion, of Indemnification Rights for Agents and Employees. Unless otherwise provided for in writing,the limited liability company shall not be liable for the indemnification of its agents or employees except to the extent that such indemnification is required by any law of the State of Colorado in effect at the time such application for i ndeumification is applied for. 9. Right to Continue Business. U the death, retirement, resi gnation,resigns ' , expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event wi l& may terminate the continued membership of member ("Dissolution Event") in the limited liability company, the business of the limited liability company may be continued so long as there are at least two remaining nunnbers and all members consent to the continuation of business. The managers of the limited liability company shall call a special meeting of members within 90 days alter the Dissolution Event for purposes of determining whether the business should be continued. The provisions for the purchase of the membership owned by the deceased,retired,rtyigned,expelled,or bankrupt member is described in the Operating Agreement Nothing herein shall be construed to give any additional rights to those set out in said Operating Agreement. I Itt Witness l Nhereof I have signed these Articles of Organization on Auph t 2l, 1997,and't acknowledge the same to be my true act • .vs Ro• - P.Hcnen,Organizer _2— 05/17/99 09:110 TX/RX NO.5824 P.002 05/17/99 10:55 ELI i ch 004 ' ant By: RPH HJa OAS ATTY'S; 303 298 9605; ' May-17-99 10:O6AM; Page 3 Operating Agreement of • Sanctuary Lino, 41,C, A Colorado Limited Liability Company This Agreement is made and entered into on , 1998, by and between Sanctuary Uno, LLC, a Colorado limited liability company (the "Company') and Jeremiah L. Wickham, herinafter referred to as Zvlanagerr and Mary E. :Roberta, hettnafmr referred to as"Member,"' ' It Is Agreed, in consideration of the promises, covenants, performance, and mutual consideration herein as follows: 1. Fomtation Of Company. 1.1 Articles Of Organization. This Company Is organized pursuant: to the provisions of the Colorado Limited Liability Company Act and pursuant to Articles of �aniz t►on filers with the Secretary of State on August 21, 1997. The rights and obligations of the Company and the Members shalll be provided in the Articles of Organization and this Operating Agreement. 1.2 Conflict Between Articles Of Organization And This Agreement.if there is any conflict betwiaen the provisions of the Articles of(Organization and this Operating Ag reement the terms of the Articles of Organization shall control. • 2. Capital Contributions. 2.1 Contributions. The capital contributions tilt) be made by the Members and with which the Company shall begin business are as.follows: Member Contribution Mary E.Roberts $1,000.00 2.2 Additional Capital Contributions.In the el ent that the cash funds of the Company are insufficient to meet its operating expenses or to finance new investments deemed appropriate to the scope and purpose of the(Company as determined by the �Mlee Managers,the tubers shall make additional capital�canenbutions, in the proportion of titer capital contributions. The amount of the additional capital required by the Company and the period during which such additi na'l capital shall be retained by the Company shall be determined by the Managers. 05/17/99 09:10 TX/Rlt N0.5824 . P.003 ■ 05/17/99 10:55 FAX Ij005 rnt By: MPH WS OAS ATTY'B; 203 200 9805; May-17-s9 10:00AM; Page 4 ' I 2.3 Loans. in lieu of voting an additional assessment of capital to meet operating • expenses or to Branca new investments, the Company may, as determined by the Managers,borrow money from one or any of the Managers,Members,or third In the event that a loan agreement is negotiated with a Manager or Member,he se shall be entitled to receive interest at a rate and upon such tents to be determined by the Managers,excluding the Manager making said loan, if applicable, and said loan shall be repaid to the Manager or Member, with untold Interest, if any,as soon as the affairs of the Company will pent The loan shall be evidenced by a promissory note obligating the assets of the Company. Such interest and repayment of the amounts so loaned ate to be entitled to priority of payment over the division and distribution of capital contributions and profit among Members 3. Members'Accounts;Allocation Of Profit And Loss;Distributions. 3.1 Capital Accounts. A separate capital account shall be maintained for each Member. The capital accounts of each Member slian initially reflect the amounts specified in §2.1,. and, if a Member has merely promised to contribute the amount specified in §2.1,the Company shall maintain a corresponding subscription receivable on behalf of that Member. No Member shall withdraw any part of his or her capital account,�except t upon the approval of the Managers. U the capital account of a Member becoImpure",or if he or she withdraws said capital account with approval of the Managers,his or her share of subsequent Company profits shall be credited first to his or her capital account until that account has been restored, before such profits are - credited to his or her income account. Tf, during the'period when a Member's capital account is impaired or he or she has withdrawn funds therefrom as hereanbefore provided, an additional contribution is required of the Members for the purposes in §2.2, then the Member with such withdrawn or impaired capital account ll be required to contribute his or her proportionate share of the additional capital contribution and the deficiency then existing in his!or her capital account, so as to return the capital account to the same proportion existing as of the date of the additional contribution. No interest shall be paid on'any capital contributions to the Company. 3.2. Income Accounts. A separate income account shall be maintained for each Member. Company profits, losses, gains, deductions; and credits %hail be charged or credited to the separate income accounts annually "unless a Member has no credit balancein his or itincome account,in Which event,leases shall be charged to his or her capital account, except as provided in §3.1. The profits, losses, gains, deductions, and credits of the Company shall be distributed or charged to the Members as provided in§33.No interest shall be paid on any credit balance in an income account. —2— 05/17/99 09:101 TX/RX NO.5824 P.004 ■ 05/17/99 10:55 FAX 8006 nit By: RPH FilB OAS ATTY'S; 909 208 9805i I May-17-09 10:09AM; Page 5/14 3.3 Alloesttons Among Members.The profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne in the following proportions_ Mary B.Roberts 100% 3.4 Disproportionate Capital Accounts. No interest or additional alltxation of profits,losses,gains,deductions,and credits shall inure to any Member by reason or his or her capital account being proportionately in crepes of the capital accounts of the other Members. 3.5 Disbributieme Of Assets. 3.5.1 All distributions of assets of the Company, including cash, shall be made in the same allocations among Members as desdribed in§3.3. 3.52 The Managers shall determined) in their discretion, whether distributions of assets of the Company should be Grade to the Members; provided, however,that no distribution of assets may be made to a Member if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their capital and income accounts, would exceed the fair value of the Company assets. ' 3.5.3 A Member has no right to demand aril d receive any distbution from the Company in any form other than cash_ 4. Rules Reeding To The Members Admission Of New Members. 4.1 Additional Members. Additional Member may be admitted upon the unanimous written consent of all Members, 42 Voting Of Members. A member shall be entitled to one vote on any matter for which Members are required to vote.A member May vote in person or by proxy at any meeting of Members. All deCiSions of the Members shall be made by a unanimous vote of the Members at a properly called meeting of the Members at which a quorum is present,or by majority wntten consent of the Members. 4.3 Meeti nts'a Of Members. 43.1 Meetings of Members may be heldI at such time and place, either within or without the State of Colorado,as may be determined by the Managers or the person or person<ai ing the meeting. I 4.32 An annual meeting of the Members shall be held at such time and place as shall be determined by a resolution of the Managers during each fiscal year of the Company. 43.3 Special meeting of the Members may be called by the Managers and by at least one-tenth of all of the Members entitled to vote'a the meeting. 3 05/17/99 09:10 TX/lilt NO.5824 P.005 ■ 05/17/99 10:55 FAX _ @1007 ant By: APH HJS OAS ATTY"3; 303 296 8805; May-17-99 1O:O9AM; Page 0/14 4.3.4 Written notice stating the place, day. and hour of the meeting and,in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not leas than ten(10)days nor more than fifty(50)days before the date of the meeting, either personally or by mail,by or at the direction of the Managers or any other person calling the meeting, in each Member of record entitled to vote at such meeting. A waiver of notice In writing, signed by die Member before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of suchiaotice_ • 43.5 By attending a meeting, a Member waives objection to the, lack of notice or defective notice unless the Member,at the beginning of the ms objects to the holding of the meeting or the transacting of business at the meeting.A Meemlber who - attends a meeting-also waives objection to consideration at such meeting of a particular matter not within the purpose described in the notice unless the Member objects to considering the matter when it is presented. 4.4 Quorum and Adjournment.A of the Members entitled in vote shall constitute a quorum at the meeting of Members. If a quorum is not represented at any meeting of to. Members, such meeting may be adurned for a period not to exceed sixty (6O) days at any one adjournment;provided, waver,that if the adjournment is for more than thirty(30) days,a notice of the adjourned meeting shall be given.to each Member entitled 4o vote at the meeting. S. Rules Relating To Managers. 5.1 Cenral Powers. Management and the eondnct of the business of the Company shall be vested in the Managers. The Managers may adopt resolutions to govern their activities and the manner In which they shall perform their duties to the Company. 5.2 Qualifications Of Managers Managers shall be natural persons eighteen(18) years of ago or older. 5.3 Number,Election And Tenn. 53.1 Me number of Managers shall be one. The number of Managers shall be increased or decreased by the vote or consent of the Members- - 5.3.2 The initial Managers shall hold officer until the first annual meeting of Members and until their successors have been elected and qualified- Thereafter, each Manager elected by the Members shall hold office for one-year term or until his or her successor has been elected and qualified. 5.9.9 Managers shall be elected by a vote or consent of the Members at an annual meeting or at a special meeting called for that purpose. • 5.4 Meetings And Voting. 5.41 Meetings of the Managers may be held at such time and place as the Managers by resolution shall determine. —4— 05/17/99 09:1d TX/RX N0.5824 P.006 05/17/99 10:55 FAZE 2008 ant By: RPH HJS BA8 ATTY'S; 908 290 9808; May-17-99 10:10AM; Page 7/74 5.4.2 Written notice of meetings of the Managers shall be delivered at least twenty-four(24)hours before the meeting personally,by telecopier, or by mail actually delivered to the Manager within the twenty-four(24)(hour period. A waiver of notice in writing,signed by the Manager before, at,or after the time of the meeting senor! In the notice,shall be equivalent to the giving of such notice. i • 5.4.3 By attending a meeting, a Manager waives objection to the lack of notice or deflective notice unless,at the beginning of the meeting,the Manager objects to the holding of the meeting or the transacting of business at the meeting. 54.4 A majority of the Managers entitled]to vote shall constitute a quorum at the meeting of Managers. 5.42 All decisions of the Managers shall be made by a majority vole of the Managers at a properly called meeting of the Managers at which a quorum is present, or by unanimous written consent of the Managers. 3.5 Duties Of Managers. 5.5.1 The Managrers shall have the duties*Ind responsibilities as described in the Colorado Limited Dab'ity Company Act,as amended from time to time. 5.5,2 The Managers, or any one of the Managers as designated by resolution of the Managers, shall execute any instruments or documents providing for the acquisition,mortgage,or disposition of the property of the Company. 5.5.3 Any debt contracted or liability incurred by the Company shall be authorized only by a resolution of the Managers, arid any instruments or documents required to be executed by the Company shall be signed by the Managers or any one of the Managers as designated by resolution of the Managers. 52.4 The Managers may designate any one of the Managers or delegate an employee or agent to be responsible for the daily and continuing operations of the business affairs of the Company.All decisions affecting the policy and management of the Company, including the control, employment, Compensation, and discharge of employees; the employment of contractors and subcontractors; and the control and operation of the premises and property, including the improvement, rental, lease, maintenance, and all other matters pertaining to the'operation of the prep.ity of the business shall be made by the Managers. 5.5.5 Any Manager may draw checks upon the bank accounts of the Company and may make, deliver, accept, or endorse any commercial paper in connection with the business affairs of the Company. i 5.6 Devotion To Duty. At all times during the term of a Manager,the Manager shall give reasonable time, attention,and attendance to, and use reasonable efforts in the business of the said Company; and shall,with reasonable skill and power, exert himself or herself for the joint interest, benefit, and advantage of said Company; and shall truly and diligently pursue the Company 5.7 Indemeification.Managers,employees,and agents of the Company shall be entitled to be indemnified by the Company to the extent provided in the Colorado —5- 05/17/99 09t10 TX/RX NO.5824 P.007 S 05/17/99 10:55 FAX faj009 nit By: RPH HJS OAS ATTY'S; 903 298 8805; May-17-99 10:10AM; Page 8/14 • Limited Liability Company-Act as amended from time to time,and shall be entitled to the advance of expenses, including attorneys' fees,in the defense or prosecution of a claim against him or her in the capacity of Manager,:explore,ploye e, or agent. 6. Books. 61 Locaflan Of Records.The boob of the Colmpany shall be maintained at the principal office of the Company or at such other place as the Managers by vote or consent shall designate. 62 Access To Records And Accounting, Each Member shall at all times have access to the books and records of the Company for inspection and copying. Each Member shall also be entitled: 62.1 To obtain from the Managers upon reasonable demand for any purpose such information reasonably related the Member's Membership interest in the Company; • 6.2.2 To have true and full information regarding the state of the business and financial condition and any other information regarding the affairs of the Company; 6.2.3 To have a copy of the Company's federal, state, and local income tax returns for each year promptly after they are available to the Company;and • 6.2.4 To have a formal accounting of the Company affairs whenever circumstances rer der an accounting just and reasonable. 6.3 Accounting Rules. The books shall be m Irtained on a cash basis. The fiscal year of the Company shall be the calendar year.Dislribatians to income accounts shall be made annually. The books shall be closed and balanced at the end of each calendar year and.,if an audit is determined to be necessary by vote or consent of the Managers, it shall be made as of the closing date. The Managers[may authorize the preparation of year-end profit and loss statements, balance sheet, and tax returns by a public accountant. 7. Dissolution. I 7.1 Causes Of Dissolution. The Company I shaft be dissolved upon the occurrence of any of the following events: 7.11 At any time by unanimous agreement of the Members; 7.1.2 Upon the occurrence of events or time specified for dissolution in the Articles ofOrgarEizatiory or 7.1.3 Upon the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member. —6- 05/17/99 09:10 TX/RX N0.5824 P.008 05/17/99 10:55 FAX ._.,_ ,¢J010 _ ant By: APR KM OAS ATTY'S; 309 296 6805; Ma -17-, y eB Page 9/14 7.2 Continuation Of Business. Notwithstanding a dissolution of the Company under §7.13, the Members may elect to continue the business of the Company by the unanimous consiiart of the remaining members within ninety (90)days after termination and by purchasing the deceased,retired, resigned,!expelled, or bankrupt Member's ('"Withdrawn Member")M Interest. 7.3 Purchase Of Withdrawn Member's Membl trip Interest 73.1 If the Members elect to continue thelbusiuess under§72,the purchase price of the Withdrawn Member's Membership I Interest shall be equal to the Withdrawn Member's capital account as of the Effective Date, plus his or her income account as of the end of the prior fiscal year, decreased by his or her share of the Company losses,deductions,and credits computed to the Effective Date,and decreased by withdrawals such as would have been charged toll his or her income account during the present year to the Effective Date- The purchase price is subject to setoff for any damages incurred as the result of the Withdrawn Mee be's actions,and nothing in this paragraph is intended to impair the Company's right to recover damages for the Withdrawn Member's wrongful dissolution of the Company by reason of the Withdrawn Member's expulsion,retirement,rsignatpn,or bankruptcy. 7.3.2 The purchase price determined under §7.3.1 shall be paid to the Withdrawn Mentber as follows:In cash within ninety 190)days of withdrawal. 7.33 The Effective Date shall be the date of death of a deceased Member;the date personal notice is received,or the date the certified mail is postmarked,in the case of a retired, resivned, or expelled Member; or the date the notice is delivered to the Withdrawn Member or to the place of business of tire'Company,in case of bankruptcy of a Member, 7.4 Distribution Of Assets If Business is Not Continued. In the event of dissolution of the Company and if the Members do not elect to or are unable to continue the business of the Company under §7.3, the Managers shall proceed with reasonable promptness to sell the real and personal property owned by the Company and to liquidate the business of the Company. Upon dissolution, the assts, of the Company business shall be used and distributed in the following order: 7.4.1 Any liabilities and liquidating expenses of the Company will first be Pte; 7A2 The reasonable compensation and expenses of the Managers in liquidation shall be paid; 7.4.3 The amount then remaining shall bet paid to and divided among the Members in accordance with the statutory scheme for distribution and liquidation of the Company under the Colorado Limited Liability Company Act, as amended from time to time. 8. Expulsion Of A Member. 8.1 Causes of Expulsion.A Member shall be expelled from the Company upon the occurrence of any o€t the following events: 05/17/99 09:10 TX/RX N0.5824 P.009 05/17/99 10:55 FAX (dolt snt By: RPH HJO OAS ATTY'S; 303 20@ 0805; May-17-09 10:11AM; Page 10/14 8.1.1 If a Member shall violate any of the provision of this Agreement; 8.1.2 If a Member's Membership Interest shall be subject to a charging order or tax lien,which is not dismissed or resolved to the satisfaction of the Managers of the Company within thirty(30)days after assessment or attachment;or 8.12 :If a Member fails to pay all taxing au rotities all taxes. 82 Notice Of Expulsion. Upon the occurrence of an event described in §8.1, • written notice of expulsion shall be given to the violating Member either by serving the same by personal delivery or by mailing the same by certified mail,to his or her last known place of i sidence,as shown on the books of said Company-Upon the receipt of personal notice, or the date of the postmark for certified mail„ the violating Member shall be considered expelled, and shall have no further rights as a Member of the Company, except to receive the amounts to which he or she is entitled under Sections 7.3 or 7.4 9. Bankruptcy Of A Member. 9.1 Bankruptcy Defined-A Member shall be considered bankrupt if the Member files a petition in bankruptcy(or an involuntary petition in bankruptcy is filed against the Member and the petition is not dismissed within sixty (60) days) or makes an assignment for the benefit of creditors or otherwise takes any proceeding or enters into any agreement for compounding his or her debts other than by the payment of them in the full amount thereof, or is otherwise regarded 4 insolvent under any Colorado insolvency act. 9.2 Effective Date For Bankruptcy. The Effective Date of a Member's bankruptcy shall be the date that the Managers,ha learned of the Member's bankruptcy,gave notice in writing stating that the Member is regarded as bankrupt under this Agreement, such notice to be served personally or by leaving the same at the place of business of the Company.As of the Effective Date,the bankrupt Member shall have no further rights as t Member of the Company,except td receive the amounts to which he or she is entitled under Sections 73 or 74. 10. Retirement Or Resignation Of A Member. 10.1 Right.To Retire Or Resign. A Member shaft have the right, at any lime, to • retire or resign as a Member of the Company by giving three (3)months'notice to the Company at the Company's place of business. 10.2 Consequences Of Retirement Or Realgnatian If The Business is Continued. Upon notice of any intention to retire or resign)the Withdrawn Member shall be entitled to e ids or her Membership Interest purchased as provided in §7.3 if the remaining Members elect to continue the business of the Company under§7.2!. Upon the receipt of notice of the remaining Members' election to continue the business, the Membership Interest of the Withdrawn Member in the Company shall cease and terminate, and the Withdrawn Member shall only be entitled to the payments provided in • —B— . 05/17/99 09.10 TX/RX NO.5824 P.010 ■ 05/17/99 10:55 FAX p Qh012 ant By: APO HJS SAS ATTY'S; 909 298 9005; Nay-17-8g 10:12AM; Page 11/14 • 10.3 Consequences Of Retirement Or Resignation If The Business Is Not Continued. If the remaining Members elect not to continue the business upon retirement or resignation of a Member, or are unable to do so by law, the Withdrawn Member shall or y be entitled to his or her interest in liquidation, as stated in §7.4, • subject to any setoff for damages caused by the Member's rerema..t m resignation. 11. Death Of A Member. 11.1 Death Of A Member_ Upon the death of al Member,the deceased Member's rights as Member of the Company shall cease and terminate except as provided in this Attide 11. 11.2 Consequences of Death If Business Is Continued.If the surviving Members elect to continue the business as provided in §72, tIle Managers shall serve notice in writing of such election,withal,three(3) months after the death of the decedent,upon the executor or administrator of the decedent,or,if al the lime of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last known address of such heir. The Company shall purchase the Membership Interest of the deceased Member as provided in §73, and the closing of such purchase shall be within thirty(30) days of the notice of such election, except in the event the Company has life insurance on the decedent,in which event the amount and method of payment for the Membership Interest Of the deceased Member will be as provided in§113. 11.3 Insurance. The Company may contract for life insurance on the lives of each of the Members, .in any amount not disproportionate to the value of each Member's Membership Interest In the event of death of a Member,insurance proceeds paid to the Company will be used to purchase the Membership interest of the deceased Member. The purchase price shall be the greater of the amount determined under §7.2 or the amount of insurance proceeds received by the Company. The payment of the purchase price to the decedent's representatives or heirs shall Ibe made within thirty (30) days following receipt of the insurance proceeds by the Company_If the survivingMembers do not elect to continue the business of the Company,or are unable to do so by law,the proceeds of any life insurance shall be treated as! an asset of the Company for liquidation. I 114 Consequences Of Death If The Business letNot Continued.If the swviving Members do not elect to continue the business, or are unable to do so by law, the deceased Member shall only be entitled to his or her interest in liquidation as stated in §7.4. 12. Sale Of A Member's Interest. 12.1 Provisions Restricting Sale of Membership Interests. In the event that a Member desires to sell,assign,or otherwise transfer his or her Membership Interest in the Company and.has obtained a bona fide offer for l the sate thereof made by some person not a member of this Company, he or she shall first offer to sell, assign, or otherwise transfer the Membership Interest to the other Members at the� pprice and on n the sai terms as previously offered him or her, and reach of the other Members shall have the tight to purchase his or her proportionateI share of the selling Member's —4— 05/17/99 09:10 TX/SX N0.5824 2.011 ■ 05/17/99 10:55 FAX fj019 nit By: RPH Fi18 OAS ATTY•8; 909 298 9805; May-17-00 10:12AM; Page 12/14 Membership Interest. If any Member does not desire to purchase the Membership interest on such terms or at such price and the entire Membership Interest is not purchased by the other Members, no other Member may purchase any part of the Membership Interest, and the selling Member may then sell, assign, or otherwise transfer his or her entire Membership Interest in the Company to the person making the said offer at the price offered. The intent of this provision is to require that the entire Membership Interest of a Member be sold intact,wittiest fractionalization.A purchaser of a Membership Interest of the Company shall not!become a Martber and shall not participate m the management of the Company without the unanimous consent of the non-selling Members, but shall be entitled to receivelthe share of profits, gains,losses, deductions,credits,and dislribetions to which the selling Member would be entitled. 13. Members'Covenants. 13.1 Member's Personal Debts.In order to protect the property and assets of the Company from any claim against any Member for personal debts owed by such Member, each Member shall promptly pay all debts owing by him or her and shall indemnify the Crmtpany front any claim that might!be made to the detriment of the Company by any personal creditor of such.Member. 13.2 Alienation Of Membership Interest No Member shall except as provided in Article XII, sell, assign, mortgage, or otherwise encumber his or her Membership Interest in the Ccatpany or in its capital assets or property;or enter into any agreement of any land that will result in any person, firm, or other organization becoming interested with him or her in the Company; or do;any act detrimental to the best interests of the Company. 14. Arbitration. 14-1 Arbitration Controls_ The parties hereby algree to submit all controversies, claims and matters of difference to arbitration before a representative of the Judicial Resolutions, Inc. of Denver, Colorado, or should such organization be unable to act, such other arbitrator as the parties by agreement stay select. Proceedings shall be conducted in ace,rdance with the Colorado Rules of Civil Procedure and Rules of Evidence,except as modified by agreement of the parties and order of the arbiter This • submission and a€peenwent to arbitrate shall be specifically enforceable. 14.2 Controversies. For the purposes of this;Agreement controversies shall include,but not be limited to,the following: 1421 All questions relating to the breath of any obligation, warranty or condition hereunder; 14.2.2 Failure Of any party to deny or reject a claim or demand of any other party;and 14.2.3 All questions as to whether the righ t to arbitrate in any question exists. 143 Awards, Arbitration may proceed in the absence; of any party if notice of the proceedings has teat given to such party. The parties'agree to abide by all awards —10— • 05/17/99 09:10 TX/RX NO.5824 P.012 ■ 05/17/99 10:55 FAX fij014 ant By: RPH HJ9 BM AM'S; 903 290 9905- , May-17-99 10:13AN; Page 19/14 rendered in such.proceedings. Any award shall be accompanied by findings of fact and conclusions of law and maybe enforced throe gh the entry of judgment or issuance of execution in arty Colorado court having jurisdiction- No party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default. i 15. Miscellaneous Provisions. 15.1 Stadia$Effect;This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Agreement acknowledges that this Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business,and that no oral or written representations or warranties of any land or nature halve been made regarding the proposed investments,nor any promises, guarantees,or representations regarding income or pro&t to be derived from any future investment. • 152 Captions.Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreenent,or any provision hereof. 15.3 Colorado Law.This Agreement and its tennis are to be construed according to the laws of the Stine of Colorado. 1.5.4E Duplicate Originals. This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. 15.6 Modification. This Agreement may be modified from time to lime as necessary only by the written agreement of the Company, acting through the vote or e msattt of its Managers,and the Members. 15.6 Pronouns. Wherever from the context it appears appropriate, each term ' stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter. The term"person"means any individual,corporation, pastnnship,trust or other entity. 15.7 fieveraldlity. The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall in severed therefrom and shall remain;in full force and effect. • • —11— • 05/17/99 09:10 TX/RX NO.5824 P.013 05/17/99 10:55 Ft% I1015 ant By: RPH HJS 6AS ATTY'S; 903 286 9605; May-17-99 10:13AM; Page 14/14 IN WITNESS WHEREOF, we have hereunto set our hands and seals on the day fast above written. Sanctuary Uno, LLC by Jeremiah L Wickham.Manager - Members Mazy B.Roberts,Member —12- 05/17/99 09:10 TX/RX NO.5824 P.014 ■ Hello