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HomeMy WebLinkAbout1954-01-07; Municipal Water District; Minutesd CONSENT AND WAIVER OF NOTICE OF SPECIAL UF,ETING OF THE DIRECTORS OF THE CARLSBAD P NUTUAL WATER COUPANY We, the undersigned, being all of the Directors of the Carlsbad Mutual Water Company, do hereby waive notice of the time, place and purpose of the meeting of said Corporation herein provided for, and do hereby consent and agree that a meeting thereof may be held at the office of the Carlsbad Mutual Kater Company in the City of Carlsbad, County of San Diego and State of California, on the 7th day of January, 1954, at 1O:OO A. M. vITlYt3SS our hands this 7th day of January, 1954, c ...,e' :f .>( . J .:.J ./ . / , i ,- c . ?. ,(. ' \\. !Y:.& z < <,;-; ..<. c ,~. " I/ p i '1 i x MIlWTES OF THE SPECIAL MEETING of the of the BOARD OF DIRECTORS CARLSBAD WTUAL WATER COMPANY Special Pursuant to consent and waiver, a special meeting of the Idee ting January Board of Directors of the Carlsbad Mutual Water Coapany 7 , 1954 was held in the office of the company in the City of Carlsbad, County of San Diego, State of California, on Thursday, January 7, 1954 at 10 8. &io Directors E. G. Hagen C. He Ingels W. W. Rogers Present Re R. Robinson C . A. Anthony There were also present C. E, Trygg, Secretary-Uanager and Maribee Balcon: stenographer. President Hagen called the meeting to order. The Idanager presented an outline of proposed costs Gallinger 2 Corporation and procedure on the installation of a pipeline for a portion of Carlsbad Estates, K. KO Rogers moved, seconded by R, E. Robinson and carried unanimously: 3E3E IT 3ESOLVED that the proper officers of the 54-1 Cornpamr are hereby directed and instructed to sign %I pipe.line agreement with Gallinger Corporation as outlined on the attached sheet for the arnount of $2111.00; and €33 IT FURTHER RESOLVED that this contract is to in- clude a clause.: to permit recovery by the Gallinger Corporation of a portion of the cost of the pipeline if other shareholders request use of such pipeline; the agreement to be approved by the Company's attorney; and BE IT ALSO RZSOLYl3D that the Xanager is hereby author- ized, directed and instructed to install an 8" pipe Line from Park to Adler on Xonroe upon receipt of the gloney from the Gallinger Corporation, The Banager then read a letter from Leo Xilliarns, Bid from dated Decenber 23, 19539 offering $7500 cash for the Killiams Company's Lots 10 & 11, T3lock D in the Bella Vista Tract and portion of Lot I (11.70 acres) in the Rho Agua Hedionda Tract, and also enclosing check for $25.00 as fees for a special Leo meeting of the Carlsbad Eutual V!ater Conpany8s Board of Directors, After discussfor, as to the future value of the property, C, A, Anthony mgved, seconded by K. E. Rogers ar,d unanimously carried.: BE IT IiESOLVED that the offer of Leo WilZims in 54-2 the swn of $7,500 for Lots 10 and 11, Block D, in the Bella Vista Tract, and portion of Lot, I, (12.70 acres) in the Rho Agua Hedionda Tract, and 2.11 other offers for this property be rejected, as the Conpany does not wish to dispose of this property uratil dredging operations are completed and the Directors are better able to judge its future yalue. Re R, Robinson moved, seconded 'by Wo E. Rogers and un- animously carried: BE IT BESOLVED that the Xanager be and is hereby 54-3 inStructed to return to Leo TJilliam the check for $25 which he included. with his bid to cover fees for a special meeting of the Board of Directors, Calavera The Manager reported that the Calavera well has been oper- vi: $1 1 ating at the rate of 200 gpm until we reached a stage where the pump had to be reset, Ve are still trying to pmp at the rate of 200 gpm, The chlorides were ,at 465 ppm, then went down to 390, then 362 and finally to 350 pprq. He vas instructed to continue 'pumping for another two weeks , &ionthly President Hagen appointed VI'. IT. Rogers and R.R.Robinson Mews Letter as a comittee to work with the Manager on the proposed monthly new letter to shareholders. V+', Vi, Rogers moved, seconded by 2. R, Hobinson and carried unanirnously: 54-4 ViHEREAS, there appears to 'be a considerable lack of information concerning the operations of the Iiutual Water Company 5 and I'XBREAS certain factors concerning water supply, water prod-uctions and financing of the Company vital to the interest of the shareholCers are not generally known; TBREF'O1RE BE IT iGSOLVED that the Xanager be and is hereby directed to send the newsletter entitled "TJilling Watertt to all shareholders, with the add-ition of the log and general facts on the Cslavera well; and BE IT FVRTHEB RESOLVEG that monthly news letters to the shareholders be continued. &Iunicipal The &tanager read Nr. Eberhard's letter of December 24, %at er District 1953, stating that the Board of Directors of the Car1sba.d Uu-tual Water Conpany has a legal right and duty to contribute funds incidental to the creation of the kfunicipal Vater District. Vi. IV. Roger moved, seconded by E, R, Robinson and unanimously carried: 54" WHEfiEAS the Board of Directors has heretofore on the 15th day of December, 1953, 'by Hesolution $53-186, asserted as a metter of record that they were in favor of the forma- tion of a Eunicipal Tfater District; and I"a;Ei%REAS it appears from the 2r?d article of 'IArticles of Incorporation" of the company that certain powers and purposes are set forth that enable the Board t.0 actively engage in the accomplishment of the corporate purposes; and YXE-BEAS, Article 4 of the By Laws of the Company sets forth the powers of the Directors; and *c I .- '1 [ '1 a=-! I P 1- ' 1 UY C. EBERHABD Arro R N EY AT LAW 1231 A.G. BARTLETT BUILDING 215 WEST SEVENTH STREET LOS ANGELES 14 MADISON 1431 i- #b 1 December 24, 1953 Carlsbad Xutual 'Vgater company Carlsbad, California Gentlemen: In reply to Mr. Trygg's question as to whether OF not the Board of Directors of Carlsbad Mutual Water Conpany has authority to authorize, and the Company has power to pay, the cost of making a tax survey and other incidental expenses preli- minary to the organization of a municipal water district includ- ing the ayea now served water by said Company, I respectfully advise: It is my opinion that such expenditure is within the power of the Company to make and is a proper expenditure of corporate funds. Article Second of your Articles of Incorpora- tion provides: 1 "That said corporation is formed and is organized for the purpose solely of delivering water to its stock- holders at cost, 5:- % +:- and this corporation shall have the following powers incidental to and necessary or expedient for the carrying out of the aforesaid purpose and object, viz: 35 3% ,I, If, -;t "(h) To do any and all acts, and to maintain any and all actions in Courts, or proceedings before commissions, or other tribunals lawfully constituted, necessary or proper or desirable for the management, enjoyment and control of the water and water rights of this corporation, and for the promotion of irrigation, and for the construction and main- tenance of reservoirs, reservoir sites, darns, canals, ditches, pipe-lines, flumes, rights of way and other easements in real property; and to do any and a11 acts and things that shall be necessary, proper, expedient or desirable for carrying out any or all of the foregoing powers, and for the fulfilment of the general purpose of the formation and organization of this corporation, viz: the delivery of water to its stock- holders at cost." Carlsbad Mutual Kater Company December 24, 1953 Page Two Article IV of your By-Laws provides: "The directors shall have power: -4c :< zc ,I ,II 1. t13~d. $5 $5 35 in general, to conduct, manage and control the affairs and business of the corporation, under no limitations excepting those specifically- provided by law . kt It thus appears that the corporation is authorized to do whatever may be necessary, expedient or desirable for carrying out the primary purpose of the corporation, which is the delivery of water to its stockholders. If it is the opinion of the Board of Directors that the present source of water supply for the corporation is so inadequate or precarious that it is or imminently threatens to become impossible for the corporation to carry out its primary function, it is my opinion that the Board not only has the power, but the duty, to take steps to augment that water supply. The Company has had com- petent engineering advice that the only feasible additional supply of water in the near future is from the Colorado River thm membership in the San Diego County Nater Authority and Metropolitan mater District of Southern California. lilfhile the City of Carlsbad would be eligible for membership in the Authority and the District, there is still litigation pending questioning the validity of the incorporation of the City; furthermore, the Netropolitan Water ljistrict has expressed a strong preference to the annexation of 8 municipal water district rather than a city. If the Board of Directors be- lieves that it is "necessary, proper, expedient or desirable" for the Company to contribute funds incidental to the creation of such a district, it is my opinion that funds mag be appro- priated for that purpose. In that connection I recommend that the Board adopt a resolution finding and declaring the facts herein mentioned as to the precarious condition of the present water supply, the necessity of providing an additional supply, and for that purpose the creation of a municipal water district, and further declaring that in the opinion of the Board it is to the best interests of tbe Company and its shareholders that the Company contribute to the expenses incidental to the creation of such a District. i I Carlsbad Nutual VGater Company December 24, 1953 Page Three I understand that if the district is formed, there is a possibility that the funds that the Company has expended in this cormection might be refunded, but my opinion as to the propriety of the expenditure is not influenced by that possi- bi2ity. Im Very truly yours, $LW Y Ce EBERJ3ARD 1 RCE/hh I f KHEZZAS it is the opinion of the Board of Directors that the present water supply of the corporation is so inadequate and precarious that the existence of the company is threatened unless a supplemental water supply be obtained: HOT?, 'IHERSFORE, BE IT l3l3SOLVZD by the Board of Directors of the Carlsbad hiutual Water CoEipany that the manager be and is hereby directed and authorized to expend corporate funds in the amount required, which shzll be used for the purpose of aiding and assisting in the formation of the proposed Carlsbad &h.micipalWater District and for the further purposes of informing and acquaintin2 the voters of the City of Carl-sbad of the purposes, reasons and need for such water district. BE IT FURTE3R RESOLVED that the facilities of the Carlsbad Wutual Kater Company, to the extent that is consiste~ with the articles and by laws of the company, shall be made available to any and all other parties who are urging the formation of the Carlsbad IIunicipal Eater District, AND BE IT FURTRER YBSOLYED that a Committee be appointed to make a study in conjunction with the Nanager of ways and means of getting water and furnishing water to the area in cooperation with the I&micipal Kater District Corn-ittee, in the event of the formation of a Blunicipal mater District, President Ragen then appointed R. R. Robinson, W, VJ. Bogers and C, E, Trygg on this committee, W, W, Rogers then suggested that some of the members of the Board make the tour of the 8letropolitan Kater District which they conduct periodically to acquaint interested parties with their installations, dams, etc. and also suggested that some of the shareholders who are opposed to the formation of a &kuxicipal Water District be invited. to raake the tour. The Manager reported that we were installing pipe Completion Of line on State Street, north of Grand, covered by old Estimate 8438 Estimate 438, as we had the pipe on hand, There being no further business, on notion by We vJo Rogers a seconded by C, H. IngePs, the meeting was adjourned at 10:55 A, IvI.