HomeMy WebLinkAboutAgenda Packet - North Fork Water Company - 04/06/2021 (annual shareholders)ANNUAL SHAREHOLDERS MEETINGApril 6, 2021 - 2:00 PMVia Teleconference
In an effort to prevent the spread of COVID-19 and in accordance with
Governor Newsom's Executive Order N-25-20 and N-29-20, this meeting is
being conducted via teleconference. There will be no public location for
attending this meeting in person. Members of the public and Shareholders may
listen and provide public comment telephonically.
Anyone wishing to join the meeting may do so using the following information:
DIAL: 1-209-425-5876 and enter ACCESS CODE: 676 743 30#
You may also join by clicking HERE to join the meeting via Microsoft Teams.
AGENDA
CALL TO ORDER
PLEDGE OF ALLEGIANCE
SUMMARY OF SHARES REPRESENTED
ROLL CALL OF BOARD MEMBERS
APPROVAL OF AGENDA
PUBLIC COMMENTS
DISCUSSION AND POSSIBLE ACTION ITEMS:
1.Approve minutes of May 21, 2020 Annual Meeting of Shareholders
2.Ratify Actions of North Fork Water Company Board of Directors for FY 2020-
21
3.Nominees for North Fork Water Company Board of Directors
a. Chris Carrillo
b. Ronald L. Coats
c. Phillip R. Goodrich
d. James Morales, Jr.
e. David E. Smith
4.Election of North Fork Water Company Board of Directors
GENERAL MANAGER COMMENTS
LEGAL COUNSEL COMMENTS
DIRECTORS' COMMENTS
AD J O URN
Pursuant to Government Code Section 54954.2(a), any request for a disability-related modification or
accommodation, including auxiliary aids or services, that is sought in order to participate in the above-agendized
public meeting should be directed to the North Fork Board Secretary (909)885-4900 at least 72 hours prior to
said meeting.
NF Minutes 5/21/2020 sma
Draft Pending Approval
NORTH FORK WATER COMPANY
31111 GREENSPOT RD.
HIGHLAND, CA 92346
ANNUAL SHAREHOLDERS MEETING May 21, 2020
VIA TELECONFERENCE
MINUTES
President Carrillo called the Annual Stockholders meeting to order at 2:05 p.m. Director
Goodrich led the flag salute.
PRESENT: Chris Carrillo
David Smith
Ronald Coats
Phillip Goodrich
James Morales Jr.
Vacancy (due to the resignation of Director Kiel)
Vacancy (due to the resignation of Director Arnott)
ABSENT: None
EVWD Staff: John Mura
Brian Tompkins
Justine Hendricksen
Jeff Noelte
Patrick Milroy
Kerrie Bryan
Shayla Antrim
Kathy Burke
Rudy Guerrero
LEGAL COUNSEL: Michele Staples
STOCKHOLDERS: Michelle Beresford
Tom McNeal
Fred McNeal
Kenneth Meddock (Representing First American Title)
GUEST(S): Jean Cihigoyenetche (EVWD Legal Counsel)
Marty Cihigoyenetche (EVWD Legal Counsel)
NF Minutes 5/21/2020 sma
SUMMARY OF SHARES
According to the registration records, shareholders holding 6,990.33 shares of stock
were present at the May 21, 2020 virtual annual shareholders meeting via
teleconference. 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 Carrillo 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 May 5, 2020 another
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 11, 2020. As of May 11, 2020, at 5:00
p.m. and as of that date, 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 via teleconference.
APPROVAL OF AGENDA
M/S/C (Coats-Goodrich) by unanimous roll call vote that the May 21, 2020 agenda
be approved as submitted.
PUBLIC COMMENTS
The Board Secretary declared the public participation of the meeting open at 2:08 p.m.
There being no written or verbal comments the public participation section was closed.
APPROVAL OF ANNUAL MEETING OF SHAREHOLDERS MINUTES FOR APRIL 2, 2019
M/S/C (Morales-Goodrich) by unanimous roll call vote that the April 2, 2019
annual meeting of shareholders minutes be approved as submitted.
RATIFY ACTIONS OF NORTH FORK WATER COMPANY BOARD OF DIRECTORS FOR FY
2019-20
M/S/C (Smith-Goodrich) by unanimous roll call vote that the actions of the North
Fork Board of Directors for FY 2019-20 be approved.
Tom and Fred McNeal joined the meeting 2:11 PM.
AMENDMENT OF ARTICLES OF INCORPORATION AND BY-LAWS TO REDUCE THE
NUMBER OF DIRECTORS FROM SEVEN TO FIVE
Legal Counsel provided a presentation regarding the proposed change in the number of
Directors required to serve on the Board. She stated that changing the number of
directors requires amendments to both the Articles of Incorporation and the By-Laws,
NF Minutes 5/21/2020 sma
with the amendment of the Articles requiring approval of a majority of the shareholders
and the Board, and the amendment of the By-Laws requiring approval of a majority of
the shareholders (no Board approval required).
M/S/C (Coats-Goodrich) by unanimous roll call vote to amend the Articles of
Incorporation and By-Laws to reduce the number of directors from seven to five.
NOMINEES FOR NORTH FORK WATER COMPANY BOARD OF DIRECTORS
President Carrillo stated that the next order of business is to elect the members of the
Board of Directors of this company. As amended, the Articles 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 Morales 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 Morales moved that the
nominations be closed.
President Carrillo 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
M/S/C (Morales-Goodrich) by unanimous roll call vote to 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.
GENERAL MANAGER COMMENTS
No comments at this time.
DIRECTORS’ COMMENTS
No comments at this time.
LEGAL COUNSEL COMMENTS
No comments at this time.
OTHER BUSINESS
No other business at this time.
PUBLIC COMMENTS
NF Minutes 5/21/2020 sma
President Carrillo declared the public participation of the meeting open at 2:21 p.m.
There being no written or verbal comments the public participation section was closed.
ADJOURN
The meeting was adjourned at 2:22 p.m.
_________________________________
Chris Carrillo, President
__________________________________
Justine Hendricksen, Secretary