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HomeMy WebLinkAbout1955-08-10; Municipal Water District; MinutesI -. - P'T.? e: 2 <-;, MINUTES OF .THE SPECIAL MEETING of the BOARD OF DIRECTORS of the CARLSBAD MUTUAL WATm COMPANY Pursuant to consent and waiver, a special meeting Special Meeting of the Board of Directors of the Carlsbad Mutual water augUst-10 1955 Company was held in the office of Ithe Company on Wednesday, August LO, 1955 at 2:OO P. M. The President called the meetin g tu order at 2:Ol P.M. Mr. Ingels presented a letter of resignation from Resignation Of Charles E, Trygg, Secretary and Malnager of the Corpora- C, E, Trygg tion, as follows, the original of which is hereby made a part of the minutes: "I herewith tender my resignation as the Secretary- Manager of the Carlsbad Mutual Water Company, said resignation to be effective October 15, 1955, "For the purpose of securing other professional employ- ment I would like to obtain a leave of absence with pay, including accrued vacation time, to commence as of your date of acceptance of this resignation, and to terminate with the effective date of resignation, "May I express my pleasure for having served you during the past two and one-half years, and trust that my services have been of substankial value to the company, Respecfully submitted (SIGNED) C, EI. TRYGG Secretary-ManagerOrr Director Brilhart said that he thought the Board. had to consider the facS that Mr. Trygg has a responsibility here; he has a home and a family and he has to get a job. Director Brilhart said it was no more than fair that the Board should accept his resignation as'offered,, and he would like to make a motion to that effect, 6' -5 ;'5 $-> -; .L d Director Robinson said he thought that if a job shows up prior to the 15th of October, Mr. Trygg should be free to go ahead. Mr. Trygg replied yes, but he would still keep the books in shape and would be available to assist whoever might be appointed to take his place. Director Rogers said he did not see how the Board could justify two months' salary if Mr. Trygg was not going to be here. ". Director Robinson said it was his underatanding that the Company's activities would still be under Mr. Trygg's control 'and supervision, There is a possibility that within 'two or " three weeks, he might find another job. Director Anthony said he :had been wondering if in the interim betwe.en now and the time that the Water Company would be taken over, if and when, by either the Municipal or the City or some other governing body, if we could not get along with an office manager and perhaps a consulting engineer, and save the additional salary, Director Robinson stated that he did not think we could get anyone to come in for the short time he might possibly be needed. After further discussion, Director Robinson inquired whether there wGas any objection' to Mr. Trygg's resignation as presented, Director Anthony said that he believed Mr. Trygg was entitled to tim,e, but he thought $1400 of the money of which we are very short at this time was a lot to put out. He in- quired whether Mr. Trygg had ten days' vacation coming, and 6 'j ;p ". 5. b4 Mr- Trygg said he did have, as he didn't take any vacation for 'over a year and a half , Director Brilhart said he thought the only thing that should be added to Mr. Trygg's resi,gnation is a sentence to the effect that he will do all in his power to get a job, and if he does get it, he will terminate his employment. Director Rogers said he thought if someone else is to be put in, it should be done at the! very earliest possible moment so that he can be learning, He suggested Denny Wood as office manager and Bob Hardin as manager for the outside. He said Wood could learn from Trygg and. call on him for advice as long as he is on the payroll, He also said that when Mr. Trygg is away from here hunting another job, it should be charged up to his vacation time, There were further suggestions, and Director Brilhart then said that he thought the Directors were discussing things that are not important. He said if Mr. Trygg was going to be on call, he should have the time he has requested. He said you cannot ask anyone to stay on in an advisory capacity and then cut his salary off, Director Brilhart said he really and truly feels that the Board has an obligation, and Mr. Trygg's resignation should be accepted with the proviso that his salary will be terminated when he accepts another position. Director Rogers then seconded Mr. Brilhart's motion and added an amendment that the new office manager be appointed as of this date, The motion was passed unanimously, BE IT ORDERED that the resignation of the 55-113 Secretary-Manager, Charles E. Trygg, dated August 7, 1955 be accepted as offered, with the proviso that Mr. Trygg will do all in . " &i2 his power to get a job, and if he does get one, will terminate his employment; and BE IT FURTHER ORDERED that a new secretary and office manager be appointed as of this date, Director Brilhart stated that the Board had not taken into consideration anything beyond October 15th. If it is necessary to call Mr. Trygg after that date, Director Brilhart stated that the Board would of course expect to pay him, Brilhart President Ingels then presented a letter Letter dated August 2nd from Director Brilhart as follows, the original of which is hereby made a part of these minutes: "When I accepted my recent appointment as a Director of the Carlsbad Mutual !Water Company I did so with the sole purpose in mind that I might be helpful in formulating company policy beneficial to its stock holders and the comunit*y in general. I have no desire to become involved with local controversial issues on water, politics or anything else and would like to set forth my thoughts on this subject so that there can be no misunderstanding of my actions as a director of the Mutual Water Company, *$In my opinion the Board of Directors should be a truly representative body of men to act in behalf of and in accordance with the wishes of the majority of stockholders, To accomplish this the Board should be expanded from its present number of five to at least nine, There should be one representative from North Carlsbad and three more sound thinking busi- ness men from the Carlsbad area, "The by-laws should be amended so that no person can be a director who holds a directorship or other important.position in other water agencies, "The Board should be more active in company management and should dictate a firm economic policy of operations commensurate with the available income of the company, ttAbove all the Board should exert every effort to develop friendly relations with Oceanside-Vista and other neighboring agencies to fully explorenthe e \\ 6 %P ;,{ Tj’ 3. MVSICAL INS’TRVM€NT CORPORATION A NOLO BRILUART President d CARLSBAD, CALIF. August 2, 1955 Mr. C. 5. Ingels, President Carlsbad Mutual Water Company T. 0. Box a Carlsbad, California De2r Mr. ‘Ingels: ‘When 1 accepted my recent appointment as a director of the Carlsbad Mutual Water Company I did so with the sole purpose in mind that I might be helpful in formulating company policy beneficial to its stock- holders and the community in general. 1 have no desire to becorne in- volved witin local controversial issues on water, politics or anyt‘ning else a.nd would like to set forth my thoughts on this subject so that there can be no misunderstanding of rn? actions as a director of the Mutual ?,rater Company. In my opinion the Board of Directors should be a truly representative ody of men to act in behalf of and. in accordance with the wishes of the ajority of stockholders. To accomplish this the Board should be ex- anded from its present nmber of five to at least nine. There should be ne representative from North CarlsSad and three aore sound thinking busi- ess men frorn the Carlsbad area. he by-laws should be amended so t‘nat no person can be a director who holds directorship or other irnportant posittion in other water agencies. r he Board should be more active in cmgany management and should dictate firm economic policy of operations comensu.ra.te with the available in- ome of the company. bove all the Board should exert every effort to develop friendly relations ith Oceanside - Vista and. other neighboring agencies to fully explore the uture possibilities of a mutually satisfactory solution to our water prob- f yo2 and the other members of the 30ad concur with the general policies utlined in this letter; I will be glad to continue my activities as a irector, however, if this thinking does not conform with that of the Board will be compelled to offer my resignation. -1- 4 "- - i g;,m & 2- - 2- . C. H. Ingels, President rlsbad Mutual Vater Company August 2, 1955 have developed many warm friendships since moving to Carlsbad and not intend to allow ourselves to become involved with controversial sues which might interfere with this very pleasant situation. UPS sincerely, g ;44<; /&%w!222?>- nold Brilhart :E - ff ;" 5 4Jdh future possibilities of a mutually satisfactory solution to our water broblerns, "If you and the other members of the' Board concur with the general policies outlined in this letter, I will be glad to continue my activities as a director, however, if this thinking does not conform with that of the Board' I will be compelled to offer my resignation. "We have developed many warm friendships since moving to Carlsbad and do not intend to allow ourselves to become involved with controversial issues which might interfere with this very pleasant situation, YSUSS sincerely (SIGNED) ARNOLD E3RILHART" Director Anthony said that he thought the Board was in rn .. . . ..~. ~ agreement with Mr. Brilhart with the exception of whether the By Laws can be changed. The difficulty would be to get four more directors that would serve, They are just gunshy. Director Brilhart said that he himself was not gunshy. We said he thought if there were mare directors, it would be easier to get more to serve, Director Ingels said .it might help if it were put out to the citizens of Carlsbad through the newspaper. Director 5rilhart said there was no one member of the Board that felt any differently from what he does. But the public feels that this water company is being run by a small group that is fixed in here because it is impossible to get a quorum and elect another Board. The thing to do, Director Brilhart continued, would be to explain that this group would certainly welcome some assistanceb As far as Rogers is con- cerned, many people are talking because he is on three Boards. There is nothing personal in this, said Mr. Brilhart, but he does think that Rogers would do himself a good turn by getting off all F: ; <-:3 4 i : i;' . )_I but one Board. He said the general public just doesn't understand it. Director Rogers said that he had no intention of resign- ing as a director of the Mutual until Carisbad gets Metro- politan water, Director Robinson said that before Director Brilhart did anything,, he would like to comment on the situation, He said he felt the Board should all stick together in this thing long enough to determine the future of the Company, Director Brilhart said that one of the most important things was to have a Board that COULD determine the future. With this Board, it would not be possible to determine a future of the Company that will satisfy the shareholders, Director Robinson said that he would like to have Mr. Eberhard's opinion on changing to nine directors, and whether it might jeopardize the whole thing. President Ingels asked how it. would be to put out a feeler to the public and find out how they feel about it. Director Robinson said he felt that the whole company is operating under a cloud because this Board has been managing the Company for five years without a quorum, There should be some way that shareholders could control their Company, He said that he thought that the idea of nine directors is solid. Director Rogers said he has no objection to increasing the Board to nine members. Director Robinson said that he thought it would be a good thing from the standpoint of public relations. q :- J> 9 e .k ,. Director Anthony moved, seconded by Director Robinson and carried unanimously: BE IT ORDERED that the matter of increasing 55-114 the Board of Directors of the Carlsbad , Mutual Water Company to nine members be placed on the agenda for the next regular meeting; and BE IT FURTHER ORDERED ithat Mr. Eberhard be requested to be present on that date to discuss the matter with the Board, President Ingels then requested that Dennis Wood be called into the meeting, W, Dennis Wood then entered the meeting. President Ingels then' told Mr. Wood that the Board Appointment Of as Secretary wished to discuss with him the resignation of Mr-, W, I). Wood Trygg and the possible appointment of Mr. Wood as Secretary and office manager; also his learning from Ms, Trygg before his resignation takes effect. Mi. Wood stated that the Board of course knew and realized that he is not an engineer, As far as the position of office manager was concerned, that he would like to try to fill it with Mire Trygg's help. Director Robinson told Mr. Wood-that no one knows for what length o€ time the Board is offering this position to him, but that there is a need for someone familiar with the program, generally speaking, to operate the Mutual, He said he would like to see Mr. Yiood tak:e the job, Mr. Wood said that he thought. that with Mre Tryggt s help, he could do it. He said Mr. Trygg had been most generous so €ar in passing on his knowledge, Director Anthony said that the Board had thought with the uncertainty of the future of the Company that any c ’;, c:: pi: ;; a3 engineering problems that come up after Mr. Trygg leaves should be referred to our consulting engineer for handling, He said Mr. Wood would be free to call upon our consulting engineer for advice; also that the program is already laid out for the expenditure of what little money we have, Director Robinson said that he would like to emphasize that most of our troubles in the past have stemmed from the public relations standpoint, and he thought it very important that Mr. Wood should understand that the administration of the company would be his responsibility, but under the instructions of the Board, 1% Director Rogers stated that he had heard a lot of rumors floating around that the present force were all going to be let out, He said he wanted to go on record that the Board has no intention of making any changes in the personnel. The Board, he said, has confidence in the personnel, He then moved, s,econded by Director Anthony and carried unanimously: on record that they have no .intention of - making any changes in the present personnel of the Company, Director Robinson then moved, seconded by Director Anthony 55-13-5 BE IT ORdered that the Board hereby go on 55-13.5 and carried unanimously: 55-116 *BE IT ORDERED that W, Dennis Wood is hereby appointed Secretary and Office Manager of the Carlsbad Mutual Water Company effective August 10, 1955, The Directors then discussed the matter of the signing of checks and Director Rogers moved, seconded by Director Robinson and carried unanimously: " - rn 2 p BE IT ORDERED that lM, Dennis Wood be 55-117 hereby authorized to sign checks of the Company as its secretary; and BE IT FURTHER ORDEKED that he is hereby authorized and directed to place his name as Secretary upon tlhe signature cards provided by the Security Trust & Savings Bank, Carlsbad Bran,ch, and the Bank of -America, Oceanside :Branch, The Directors then discussed the matter O€ Mr. lWoodts Salary of salary. Director Robinson moved, seconded by Director Mr. Wood Rogers and carried unanimously: BE IT ORDERED that the salary of W. Dennis 55-118 Wood be set at $400 per month, effective today; and -BE IT FUEITHER ORDERED that this be reviewed after Mr. Trygg's resignation period has expired. Director Brilhart then stated that he wanted to go Brilhart Letter, on record to the effect that unless the things con- Continued tained in his letter are followed out, that the Board is going to have a lot of trouble. He said he is abaolutely sure of this and serious. .about it, I. Director Robinson stated that he thought it best to let the matter ride until the next meeting when Mr, Eberhard would be here, President Ingels said he had a letter dated August 1st Basswood from Shareholders Stevenson and Machada, regarding con- Pressure System nection to the Ellery pressure system, This would require about $2275 to make the change! requested, Mr, Trygg stated that it would take about 700 feet of pipe to make this connection, There is no pipe there now, Director Rogers said it would seem to him that if it could be postponed until the Municipal brings their line in and ;;F=,; Wd runs a line down through that area, it might come right through there and solve this problem. Director Robinson inquired whether there was any advantage if the thing was done in six weeks or done now, Mr. Trygg replied that as far as doing it now, there is no advantage. Director Robinson then said he would suggest a letter to the shareholders stating that we will be very happy to .make this connection if they care to contact the other shareholders on the proposed line and get them to put up half the cost. The Company will then do the rest. He said he did not believe the Company should get,involved in a pipeline of this sort when new pipes are needed in so many other places, There being no further business to come before the Board, upon proper motion, duly seconded, the meeting was adjourned at 4:30 P, M. ' -\, +L..--p[ y4, p //.*.")' 1 /,- \: ,,! (1 ,! .( jj) // ;i !;, /;." ,.&"~ /f ".." ->:k * /' , /( :/ .I Secrety.' President ,,( ,I \,~. , /:, ;T<. ,,, /;/,; ;;:::/! /;-J , .. , ,' MINUTES OF THE REGULAR MEETING of the WARD OF DIRECTORS of the CARLSBAD MUTUAL MTER WP& Regular The regular meeting of the Board of Directors Meetinq August-16, of the Carlsbad Mutual Water Company was held 1955 in the office of the Company in the City of Carlsbad, County of San Diego, State of California, on