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HomeMy WebLinkAbout1955-08-16; Municipal Water District; MinutesgQ ."': ri2 ::* B 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 n6 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. k There being no further business to come before the Board, upon proper motion, duty seconded, the meeting was adjourned at 4:30 P. M. "1 (7 ,,$;A JC prfl- ,i/% y/, j5 :;4 i / /"" / ,' /f;;qy/<,7/G,f .& r /- " i.q \ /$ ~- i j Secreta'ry"' - ,. / . A' President ,,./ .. . / ., ,. I : i K .I ' .. MINUTES OF THE REGULAR MEETING of the BOARD OF DIRECTORS of the CAFiLSBAD MUTUAL WATER COMPAhY Regular The regular meeting of the Board of Directors Meeting 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 " " 5 ;.,\:r "F .s;: .Q Tuesday, August 16, 1955 at 1:OO P. M. C. H. Ingels wi" W4 Rogers Directors C. A, Anthony A.rnold Brilhart Present Director Re Re Robinson Absent Also present were W, Dennis Wood, Secretary and Office Manager, Attorneys Ray C. Eberhard and T. Bruce Smith, and Maribee Balcom, stenographer. President Ingels called the meeting to order at 1:20 p* E-4. - Director Anthony moved, seconded by Director Rogers hvoices and carried unanimously: BE IT ORDERED that the Invoices for "55-119 July, 1955, in the sum of $15,B4Qe28 be approved. The Directors discussed the financial report for Financial Report June, 1955 @ The Manager reported to the 3oard on the work being done at the present time on Buena Vista, and the start of the work on Chestnut between Garfield and Carlsbad Boulevard, He stated that the Company is receiving numerous reports on leaks and on dirty water. Director Rogers moved, seconded by Director Anthony and carried unanimously: BE ST ORDERED that the Financial Report 55-120 for the month of June be approved as presented. Letter from City of Oceanside dated August 1st Correspondence showing the reading of Test Well f13E to be 31,50, I Letter from Fallbrook Public Utility District reporting no diversion for July from the San Luis Rey River / i 0 " 63 )+ :.. L.4 L2. iL. ,d Correspondence, Letter from San Diego County Water Authority Continued dated August 12th regarding preferential rights and average monthly water deliveries. Laboratory The laboratory reports of Dr. darl Wilson Reports dated July %th, August 1st and August 9th were -n presented to the Board, showing that our water on those dates conformed to standard for water intended for human consumption, Brilhart According to Resolution 55-114 passed at the Letter Brilhart's letter of August 2nd on the agenda of this regular special meeting of July 29th and placing Directoz meeting, President fngels asked for discussion. Director Rogers said that he thought Mr. Brilhart's' letter was entirely out of order. He said if Mr. Brilhart wanted to make recommendations as to the conduct of the Companl he should submit them, but not tie his resignation to such recommendations, The two should be separated, Director Anthony stated that it was both his opinion and Director Robinson's that this letter was illy timed, He said he knew for a fact that 'Director Rogers did not want to be on both boards, Absolutely not. But it would be a mistake to have any strife in the Mutual before the election, As far as havi rg nine men on the Board, Director Anthony said he would go along with that, It is hard, however, to get somebody that will serve. He said we were fortunate that Director Brilhart was our first cho,ice and that he consented to accept the directorship, Director Anthony stated also that he himself would like to get off this Board as soon as he could because he has all that he can take care of, He asked Mr. Brilhart to reconsider and let the matter 90 Until after the bond election was over, -.- " . 0 3 C>* p :s 0 Director Brilhart said that his recommendations were not directed at any one particular member, but he felt they should be the operation of the future, No director should serve on three water boards. Director Rogers said there were a lot of things that Director Brilhart might pick out. He said the Board included an employee of the City, Director Anthony; also a contractor, Director Robinson, Then Bruce Smith, who is attorney for the Mutual is also attorney for the City, When you start to say who can and who cannot be a Board member, you narrow it down, He said he does not think the geographical end of it means anything, The Board should consist of members who know what is going on, and people who know as much about water as possible. Director Rogers also stated that to say that he dominates the Mutual Board is just a bunch of "apple sauce." He said he came on this Board at the time of another impasse and he is going to stay on the Board until the water problem is settled, Director Rogers also said as far as having nine men on the Board, it is highly unusual to have that many men on a small Company like this, Practically every small Company in the State is run by a Board of five directors, He said he thought it might be desirable at this time to bring in all past Directors and past Presidents i3S a Committee, He dis- cussed the Municipal's poll of the Mutual shareholders, stating that out of a total of 98 shares, there were only two that did -.. not think something should be done about this Mutual, In number of shareholders, there were more for the City ownership p ,*I 7 C$ :2 1 than for Municipal ownership. There was a great deal of variation in the stated value of the shares. The average was $476. Director Brilhart said that he felt that a statement of intention to try and extend the Board would show good faith to the shareholders, whether it is actually done at this time or later, There is much talk about this Board running the Company contrary to the way the shareholders ,- would like to have it. Of course, he said, there is always a difference of opinion, but he does think that it should at least be indicated at this meeting today that we are willing and would like to go along with some plan that will make the situation more satisfactory to the shareholders. Whether it will be possible to find nine directors or not that are willing to serve, he does not know, but he said he agreed with Director Anthony that there should be no arguments at this time, Director Rogers said that he thought the Board should wait until Director Robinson is present before making any recommendations. He said the Advisory Committee had been working on the disposal of the Mutual, but it is pretty tough to get anyone to work on such things. President" Ingels then asked Mr. Eberhard to give his opinion on the matter of increasing the Board to nine members. - Mr. Eberhard said that it will take a vote or written consent of the majority of Shareholders to change the number of Directors, That sort of amendment to the By-Laws requires a vote of the majority of the shareholders,- not a two thirds -... . 0 ?.I gJ nq'q .. majority but a simple majority if you wish to increase the number of directors, It would require a vote of 80% of the stockholders to decfease the number,, Director Rogers said it was his opinion that we should ask the former presidents and directors to sit on the Board when the matter of disposal of the Company comes up, Director Brilhart said that his only idea would be to have a constructive board. He thinks something has to be done as an indication by this board that they want to go along with the wishes o€ the shareholders, He said he did not write his letter oE August 2nd as a-form of blackmail, but because he is spending more. time thinking about the Mutual than he should, as he has other things to do, He said he had ideas' that he thought were constructive, ,but if they are not canstructive in the thinking of the other members, he wants to k:now it, Preside'nt Ingels suggested that the Board might extend an invitation to the community to sit in on a meeting to acquaint the people with the facts,, Director Rogers said that if the Board was going to discuss anything of special interest to the shareholders, a %special invitation might be a good idea. He said that there were only about 300 votes out of 2,000 even with proxies at ,the Last Annual meeting, Mr. Eberhard stated that there was one time when there was no annual meeting €or 19 years, He said his connection with the Company began 20 years ago this month. Director Brilhart moved, seconded by Director Anthony and carried unanimously: G "r: '9 uj 3 82 55-120 BE IT ORDERED that the matter of the increase of members of the-Board of Directors of the Carlsbad Mutual Water Company frarn five to nine be submitted at the next Annual Meeting of share- holders and discussed at that time; and BE IT FURTHER ORDESED that the past presidents and former members of the Board of Directors be asked to sit in with the present Board in an advisory capacity, Adjudication Mr. Eberhard stated that Mr. Bruce Smith of San Luis Rey and Lawsuit of and he were in San Diego on the 28th. We San Luis Rey Conservation have two lawsuits pending, We were sued District by the San Luis Rey Conservation District, which suit was set for trial October 10th. We have the Ad- judication Proceeding which we brought ourselves which seems necessary to protect whatever water we now have., Yesterday we made a motion to consolidate the two trials, That was vigorously opposed 'and the Court denied our motion, It is much less expensive to try such a case before the Division of Water Resources, It costs a great deal for engineers and attorneys, who profit by the sort of 'situation which occurs here, We therefore made a motion to refer the matter to the Division of Water Resources, That was opposed by the San Luis Rey Conservation District and Attorney Stark. It was also opposed by the San Luis Rey Heights Mutual Water Company, The court decided that he was satisfied that this is a case that should be referred to the Division of Water Resources Mr. "Eberhard continued that we had not served everybody involved because we felt that by the time we had &-JG served all of them, we would have 150 attorneys there and would raise the costs immensely. So we served some of the larger users. Mr. Eberhard said he supposed we had about 9(% of the water on the stream represented there yesterday, but the Court said that since we hadn't served everyone, that he bvarikbd to see that we did. So he required that we must file a stipulation that Carlsbad will pay the costs of the action up to the time everyone is served, We tried to get him to say 75% but he would not do so. He says those we cannot serve, we must dismiss against. We can have the order for reference tomorrow if we want to file such a statement as that. Mr. Eberhard said he was going to be in Sacramento 'on Friday. Director Rogers inquired how much money it is going to cost, Mr. Eberhard replied that we do not have anyone who has less than 20 acres, but we have over 800, We have from 1000 to 1200 people to serve, Mr. Smith said they thought the most economical method would be to get someone who is experience in serving and to whom it would be possible to pay more for service and less for mileage. He thinks probably 600 will have to be served through personal .. contact, Director Rogers said that. then the service will probably cost about $1500 or $2000, but he does not see any help for it. We have to serve them if we are in it, Director Rogers moved, seconded by Director Anthony and carried unanimously: .. BE IT ORDERED that Attorneys Eberhard and 55-121 Smith be,and they are hereby authorized to proceed with the service required by the Court in the San Luis Rey Adjudication suit; and BE IT FURTHER ORDERED that'this service is to be made in the most economical manner possible. -~ ~~ 0 :;> ,a P 3 p Replenish- Director Rogers inquired whether Mr. Eberhard ment Act had made any inves-tigation of the legality of the replenishment Act, Ak. Eberhard replied that a friendly suit to test the legality of the Act would be necessary before we could go ahead, He said that the replenishment basin is certainly the cheapest storage that can be provided and he is in favor of the idea, Director Rogers said that he thought that Calavera is a valuable reservoir as well as the kan Luis by. Mr. Eberhard said that if the Mission Basin goes salt, we will be exactly 1ike.the dry lands to the South. We will then have to depend on the Metropolitan. If we can put some water into the lower end of the basin and keep the ocean water out, we might save that basin until there is enough water from annual rains to fill it again. There being no further business to come before the Board, upon proper motion, duly seconded, the meeting was adjourned at 2:27 P. M, IQJ. Q%u& Secretary &&a ,/--;;: ,i: /- \\ 3,. I ,, -;;A>;L? ,- I/ ,Q,y',q,A<-/... " '0 ' I' / L, \J Presiden3;:L' \ ,/, i' (:,..e' \.. 'S.. 1, \. \. G (2 r* d k> .. . CONSENT AND WAIVER OF NOTICE OF SPECIAL MEETING CF THE DIRECTORS OF THE CARLSBAD MUTUAL WATER C0MPA.W c 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 meetin.g of saidCorporation herein provided for, and do hereby consent and agree that a meeting thereof may be held at the office of the Carlsbad Mutual Water Company in the City of Carlsbad, County of San Diego and State of California on Thursday, the 1st day of September, 1955, at 1:OO P. M. L* *F ,as-\ /’ I I _. -+:,<&. - - , -. ,I,\ ./ ,’ ., /’. ,//’ / ,( / I :/, / -.“,i...:;, ,p;:.&,,’;.;;{<. , -, ,/ u!$ #$--+Jd J‘ .. . . -&G.u(a, 4-ZZd w/&-22 Jr.L=-ZX’ G (7 r., : --. -: ,,”/ ‘”‘:b ,!,/ ;*- \ $@ // /+ // fj9 / .,,/c /A y$yy: -? y” i