HomeMy WebLinkAbout1955-08-16; Municipal Water District; MinutesgQ ."':
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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.
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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
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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.
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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
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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
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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,
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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
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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
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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
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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:
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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
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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.
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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,
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CONSENT AND WAIVER OF NOTICE OF SPECIAL MEETING CF THE DIRECTORS OF THE CARLSBAD MUTUAL WATER C0MPA.W
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We, the ‘undersigned, being all of the Directors of the
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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.
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