Board of Directors Meeting January 7, 2009

OVERLAND DITCH AND RESERVOIR COMPANY

Board of Directors Meeting

January 7, 2009

CALL TO ORDER

 

Meeting was called to order at 4:00 p.m. by President Tom Howe.  In attendance were directors Phil Ceriani, Reg Cridler, Tom Howe, Naomi Kasper and Bryan Klaseen; Operations Manager Bob Church, secretary/treasurer Pam Klaseen and shareholders Mary Helen Church, Dave Kuntz, Dave Whittlesey, Annie Sievers and Ray Marvel.

 

PRESENTATION OF AGENDA

 

The agenda was passed out.  Discussion of the operations manual was added as D. under New Business.  Bryan made the motion to accept the agenda, seconded by Reg.  Motion passed with all in favor.

 

MINUTES OF PREVIOUS MEETING

 

Reg made the motion to approve the minutes as e-mailed, seconded by Bryan.  Motion passed with all in favor.

 

TREASURER’S REPORT

 

Pam handed out December check detail, December P&L and 2008 P&L for review.  Bills to be paid were discussed.  Reg made the motion to approve the financial statements and pay the bills as presented, seconded by Phil.  Motion passed with all in favor.

 

DITCH REPORT

 

Bob Church returned his check from December (for November) saying he felt he shouldn’t be paid the retainer during the winter months when he wasn’t doing anything.  He will be paid for any hours he works during the winter and reimbursed for mileage. There was discussion about the operations manager position and the need for an operations manual.  After the annual meeting and a new board is in place a committee will be formed to put together an operations manual.  Bob has offered his records for the last three years.  Regarding the annual meeting, Bryan, Reg and Phil’s terms are up; Phil and Bryan are willing to continue on the board, Reg said he wasn’t sure.

 

COMMITTEE REPORTS

 

Grants – The mini hydro decree has been completed and filed.  Tom has sent another letter to 7X regarding access to their property for a feasibility study.

 

File Organization – Naomi said that everything was filed by year.  It was determined that this was sufficient until it was proven otherwise.

 

OLD BUSINESS

 

Tom is still trying to set up a meeting with the Forest Service. He is getting closer and is confident one will be held before the annual meeting.  WestWater and Bruce Marvin have sent drafts of their reports to the Forest Service.  The Forest Service said to apply to the Corp of Engineers for the 404 permit.

 

The Dam Emergency Action Plan is waiting for Bruce Marvin to complete the inundation report.  Tom has been in contact with Jason Ward.

 

Reg was attending a meeting this evening regarding the Forest Service travel plan.  He will have information at the next meeting.

 

NEW BUSINESS

 

The annual meeting will be held February 9th and notices must be out no later than January 11th.  There was discussion about changing the by-laws regarding the meeting date.  Dave Kuntz suggested that the meetings be held the second full week of each month on a day decided annually by the new board.  The board felt this was a good suggestion.  Tom will have specific wording at the annual meeting and Pam will mention this proposed amendment in the notice.  A budget meeting will be held Jan. 26th at 4:00.

 

The DARCA annual meeting will be held in Pueblo this year.  After discussion, Reg made the motion to pay the registration for one director, seconded by Naomi.  Motion passed with all in favor.

 

SHAREHOLDER’S CONCERNS

 

Annie Sievers requested, in writing, a list of stockholders.  There was further discussion about changing the date of the board meetings and the delay in submitting the 404 permit.

 

BOARD CONCERNS

 

None

 

ADJOURNMENT

 

Bryan made the motion to adjourn, seconded by Phil.  Meeting was adjourned at 5:17 p.m.

 

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Pamela Klaseen, Secretary