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HomeMy WebLinkAboutMinutes - North Fork Water Company Shareholder - 05/09/2022Approved April 4, 2023 NORTH FORK WATER COMPANY 31111 GREENSPOT RD. HIGHLAND, CA 92346 ANNUAL SHAREHOLDERS MEETING MINUTES May 9, 2022 President Smith called the Annual Stockholders meeting to order at 2:00 p.m. and led the flag salute. PRESENT: ABSENT: EVWD Staff: David Smith Phillip Goodrich Chris Carrillo Ronald Coats James Morales Jr. None John Mura Brian Tompkins Justine Hendricksen Jeff Noelte Kelly Malloy Patrick Milroy Shayla Antrim Mike Hurst Ryan Ritualo Ed King Brenda VanMeter Kerrie Bryan John Drury LEGAL COUNSEL: Michele Staples (North Fork Water Company) STOCKHOLDERS : East Valley Water District Michael Raley GUEST(S): Jean Cihigoyenetche (EVWD Legal Counsel) Members of the public NF Minut es 5/9/2022 sma SUMMARY OF SHARES According to the registration records, shareholders holding 7,152 shares of stock were present at the May 9, 2022 annual shareholders' meeting. According to the registration records, a quorum of the shareholders are present at the meeting in person or by proxy and are ready to proceed with the meeting. President Smith noted that the purpose of the meeting be reflected in the minutes for the annual meeting; this meeting was called and noticed in compliance of California law and the conditions of the By-laws of the North Fork Water Company; the first notice of the annual meeting included the date, time and place of the meeting and was delivered to all shareholders of record with the company on or by April 25, 2022. A second notice of the meeting and the agenda, including the date, time and place and matters to be voted on was delivered on or about May 2, 2022. As of April 29, 2022, at 5:00 p.m., there were 7,156 shares of stock entitled to vote. North Fork Water Company's legal counsel, Michele Staples of the law firm of Jackson Tidus is also present. APPROVAL OF AGENDA A motion was made by Director Coats, seconded by Director Morales that the Board approve the May 9, 2022 agenda as submitted. The motion carried by the following: Ayes: Carrillo, Coats, Goodrich, Morales, Smith Noes: None Absent: None PUBLIC COMMENTS The Board Secretary declared the public participation of the meeting open at 2:03 p.m. Shareholder, Mr. Michael Raley, provided the attached document (see attachment) to each member of the Board, addressed to the North Fork Water Company Board of Directors, and read it aloud. There being no further written or verbal comments the public participation section was closed at 2:13 p.m. APPROVAL OF ANNUAL MEETING OF SHAREHOLDERS MINUTES FOR APRIL 6, 2021 A motion was made by Director Morales, seconded by Director Coats that the Board approve the April 6, 2021 annual meeting of the shareholders minutes be approved as submitted. The motion carried by the following: Ayes: Carrillo, Coats, Goodrich, Morales, Smith Noes: None NF Minutes 5/9/2022 sma Absent: None Abstain: Shareholder Raley RATIFY ACTIONS OF NORTH FORK WATER COMPANY BOARD OF DIRECTORS FOR FY 2021 -22 A motion was made by Director Coats, seconded by Vice President Goodrich that the actions of the North Fork Water Company Board of Directors for FY 2021-22 be approved. The motion carried by the following: Ayes: Carrillo, Coats, Goodrich, Morales, Smith Noes: None Absent: None Abstain: Shareholder Raley NOMINEES FOR NORTH FORK WATER COMPANY BOARD OF DIRECTORS President Smith stated that the next order of business is to elect the members of the Board of Directors of this company. The Articles of Incorporation and By-laws provide that there are five (5) directors and today the shareholders will be electing 5 directors; nominees for election are the current members of the Board of Directors: Chris Carrillo, Ronald L. Coats, James Morales, Jr., Phillip Goodrich, and David E. Smith. Director Coats moved to place in nomination for election as the Directors of the Company be Chris Carrillo , Ronald L. Coats, James Morales, Jr., Phillip Goodrich, David E. Smith. There being no further nominations , Director Coats moved that the nominations be closed. President Smith closed the nominations and stated that the Shareholders will proceed with the vote for the election of Directors. ELECTION OF NORTH FORK WATER COMPANY BOARD OF DIRECTORS A motion was made by Director Coats, seconded by Director Morales that the Board elect Chris Carrillo, Ronald L. Coats, James Morales, Jr., Phillip Goodrich, and David E. Smith as the Directors of North Fork Water Company until the next annual meeting of shareholders or until their successor is duly elected and qualified. The motion carried by the following : Ayes: Carrillo, Coats, Goodrich , Morales, Smith Noes: None Absent : None Abstain: Shareholder Raley GENERAL MANAGER COMMENTS No comments at this time. NF Minut es 5/9/2022 sma LEGAL COUNSEL COMMENTS No comments at this time. DIRECTORS' COMMENTS No comments at this time. ADJOURN The meeting was adjourned at 2:18 p.m. ~cretary ~resident NF Minutes 5/9/2022 sma May 9th, 2022 North Fork Water Company Board of Directors, Whereas, East Valley Water District (EVWD) is a majority shareholder of the North Fork Water Company (NFWC) and has declared its intent to become the exclusive shareholder of the NFWC and take exclusive control of the NFWC assets. Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to engage in predatory practices to compel minority shareholders to sell their shares of the NFWC to EVWD. Whereas EVWD has abused its position as a Corporate Agent/nd Majority Shareholder to enrich itself of the assets belonging to the NFWC. Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to record easements for itself which actually belong to the NFWC along the North Fork Canal (NFC). Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to eliminate minority shareholder access to water entitlements in an effort to become the defacto recipient of said water entitlements when they go uncollected. Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to default on agreements made between Bear Valley and the NFWC to distribute Bear Valley water entitlements to Bear Valley shareholders along the NFC, putting the NFWC at risk for litigation. Whereas EVWD has abused its position as a Public Agency and exercised its power of Eminent Domain to compel minority shareholders to sell their shares of the NFWC to EVWD. Whereas EVWD has abused its position as a Public Agency, Corporate Agent and Majority Shareholder to compel NFWC to stop delivery of water entitlements along the NFC to minority shareholders without assessing the envjronmental impact of such action; a violation of California Environmental Qualities Act (CEQA). 1 Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to use the fungibility of water deliveries to exchange EVWD's NFWC water deliveries with other water agencies while denying minority shareholders the same opportunity. Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to pay for assessment services at the expense of NFWC to benefit and further EVWD's agenda of establishing a suppressed value for NFWC shares . The assessment does not factor in the inherent ability for NFWC shareholders to access agricultural water rates instead of retail water rates . Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder in a self-serving act to compel minority shareholders to purchase water from EVWD at marked up retail rates instead of agricultural water rates available to NFWC shareholders Whereas EVWD has abused its position as a Corporate Agent and Majority Shareholder to diminish the value and quality of NFC water by allowing State Water Project water into the NFC as a substitute for pristine Bear Valley water deliveries as entitled by NFWC agreements with Bear Valley. EVWD has the processing capability to handle the high particulate count of State Water Project water that minority shareholders do not. For the reasons outline above Michael and Patricia Raley formally demand the NFWC Board of Directors undertake the following actions: Legal Actions: 1. Bring appropriate legal actions against EVWD for its abuses outlined above. 2. Perform a full audit of all NFWC assets and take legal action against EVWD to compel EVWD to return any and all assets that have been illegally taken from NFWC and recover associated damages. 3. Bring a legal action against EVWD to compel EVWD to return any and all rights, entitlements and easements that have been recorded or contracted in favor of EVWD which actually belong to the NFWC. 4. Bring appropriate legal actions against EVWD to protect minority shareholders from EVWD's predatory practices outlined above or as a result of discovery and/or Public Records requests. 5. Take legal action against EVWD to compel EVWD to divest its entire interest in the NFWC, in order to protect NFWC assets, operations and minority shareholders from EVWD's continuing abuses. Bylaw Violations: 6. Audit the San Bernardino Valley Water Conservation Districts "Daily Flow Report" to determine if EVWD has violated the NFWC Bylaws by allowing EVWD water entitlements to flow north of the Santa Ana River or used in any way that violates the corporate bylaws. 7. Investigate EVWD's history of the use of "In lieu of' water as a violation of NFWC Bylaws . Corporate : 8. Update the NFWC appraisal to factor in the value of access to agricultural water rates that is inherent in ownership of NFWC shares as opposed to retail water rates. 9 . Return ownership of the NFC to Bear Valley and/or augment the NFC recorded easements to include access to the NFC and associated agricultural water rates for property owners on or around the NFC. 10. Replace EVWD as a management agent for the NFWC operations to protect NFWC operations, assets and minority shareholders from continued abuses by EVWD . 11. If it becomes necessary to disincorporate the NFWC, NFWC assets need to be offered at public sale to ensure best possible value for all shareholders. 12. Codify via contract and/or bylaws any and all agreements between NFWC and Bear Valley to protect and disclose all encumbrances Bear Valley may have on NFWC assets and rights of ways. 13 . Codify via contract and/or bylaws any and all obligations NFWC is obligated to provide to Bear Valley shareholders. 14. Enable Michael and Patrica Raley to establish a new weir along the NFC to receive NFWC and Bear Valley water they are entitled to. 15 . Ensure all future water deliveries along the NFC are exclusively provided by Bear Valley. 16 . Perform necessary maintenance and repairs to the NFC caused by the transport of non pristine Bear Valley water along the NFC and recover the cost of such repairs and maintenance from EVWD. 17. Institute a NFWC stock buyback program to equitably consolidate minority shareholder positions. The offer price should enable minority shareholders to replace their water entitlements from retail water sources to compensate them for their loss of access to agricu ltural water rates.