2017 Shareholders Meeting Agenda

AGENDA

North Logan Sprinkling Company

Annual Business Meeting

22 March 2017

  • Welcome and Introduction of Guests and Board of Directors
  • Reading and Approval of 2016 Business Meeting Minutes
  • Presentation of 2016 Financial Statement
  • Status Report of Registering NLSC with Utah Division of Corporations
  • Audit Report and Approval of 2016 Financial Statement
  • Brief Summary of Cache Highland Water Association;
    • Anticipated date of water into canal for 2017 Season
    • Proposed date for CHWA to mail water share assessments
    • Items from CHWA shareholders meeting Monday, 13 March 2017 at Sky View High Auditorium
  • NLSC Water Master Report of 2016 Irrigation Season
  • Responsibility Roles of NLSC Board of Directors

1) President

2) Vice President

3) Secretary

4) Treasurer

  • Election to Replace Two Members of Board of Directors (Expiring Terms);
    • Joe Astle – Line 82, Four Year Term
    • Dean Adams – Line 82-1, Four Year Term
  • Introduction of Water Master for 2017
  • Additional Informational Items
  • Motion to Adjourn

agenda-2017-annual-shareholder-business-meeting-1

2015 Shareholders Meeting Minutes

Annual Business Meeting 19 March 2015 minutes

North Logan Sprinkling Company

Annual Business Meeting

19 March 20, 2015

The meeting was conducted by President Jack Evans. He introduced and welcomed guests Lyle Thornley, Treasurer of the new Cache Highline Water Association, and Laurel Hayes, a board member.

The 2014 Business Meeting Minutes were read by Bruce Lee. One clarification was given: John Malecheck. Dean Adams moved to approve, the motion was seconded and the motion carried.

The Financial Statement (0 1 January – 31 December 2014) was presented. Bob Heal, who acted as auditor, reported everything was correct and in good order. The motion was presented and seconded, voted to accept it. President Evans noted that expenses for the past year had been low.

Lyle Thornley presented the progress on the Cache Highline Water Association. For information the website is available: Cache Highline.com. The website has a list of directors and board members. Marianna Larsen is the Secretary.

Mr. Thornley said about half of the old shareholders certificates have been brought in. It is very important to have old certificates exchanged for the new canal company certificates. One may take their certificate to Watkins Printing in Providence, as the Cache Highline Water Association does not have its own office yet and Mr. Thornley has his office at that business. One could expect a new certificate in about two weeks. Pres. Evans said he would help in any way to help with this change.

Tuesday, April 7, 2015, the Canal Company will have a meeting at Cedar Ridge Middle School Gymnasium in Hyde Park. There will be a vote on a major canal improvement.   $1570.00 will be spent to create pressurization on the middle canal. This will involve 18-36” pipe sizes. The upper canal can be dry, but the middle canal is always wet because there are more springs feeding into it. $30.000 was spent on chemicals to control moss last year in the middle canal. All storm water goes into the middle canal. Four cities are paying 40% of costs for the middle canal and a $19 million government grant helps with expenses. 35-40% of the upper canal seeps. The problem several years ago with the canal in Logan was deemed a hillside failure (natural disaster), not a canal failure.   After two years of public meetings, a lawsuit was filed, but dismissed as frivolous. However, the lawyer fees still had to be paid. A letter and bill was sent to canal company certificate holders to pay these fees. Most people have paid. A question from Laurel Hayes clarified that the city will do the maintenance, paying 40%.

President Jack Evans introduced a new item: a motion to register our company with the State of Utah.

The Water Master Report: Bernardo Velez was suggested by Jack Evans as the new water master. He lives near the head gate, and has three sons who could assist him. He is a landscape architect.

Thanks were given to Cary Watkins who has served as water master for about 10 years. He has given excellent service in this time.

Cary’s report: Last year was a good year. He will help Bernardo as needed. He suggests having team leaders or captains to notify others about problems or concerns to lessen the burden of calling for the Water Master.

Jack Evans answered a question about pay for the new water master. Shall it change or remain the same as last year? The executive committee will discuss and decide.

The Committee for updating bylaws/operating agreement has three members:   Lige Palmer, Dean Adams, and                         . Lige reported Dean Adams will a major part of the work. They wanted to stay in line with Canal Company changes, which were completed in January 2015. More can be done as the Canal Company bylaws are now complete. Dean Adams said he has been looking at various by-laws and spent a lot of time researching.

Dean Adams proposed a better progression of leadership. He proposed a two-year term for President and a board with 4 year terms, staggering every two years. This suggestion would hold whether or not the sprinkling company was registered as a corporation or LLC. He suggested it would be a labor of love.

Jack Evans said the executive committee was still discussing whether it would be a corporation or LLC. They took the proposal to legal counsel to see if it was right or on track. Their counsel said it still needed work, but the work done looked good.

Bruce Lee presenting: The board of directors needs better definition. Section 21 is the first reference to the Board of Directors. Their responsibilities need to be clear. The President needs to approve.

Jack Evans said advantages to having a board is increased participation by members and also reduced pressure on the President and Secretary. The attorney they talked to said most companies have a board.

As the subject of new officers for the coming year was discussed, Jack Evans suggested there are two ways to learn—sit on the sidelines or jump in!

Selecting Officers for the coming year: James Allen has expressed reluctance to serve as president next year. He is, however, committed to helping the company.

Options: Leave officers as they are this year. Or, second option, elect a new Vice President.

Jack prepared every bit of the information concerning the sprinkling company; James Allen created the web-site. Both have contributed a lot.

Open for discussion: Option 1 or Option 2

Question from the audience: How does Jack feel? We could let someone else do it or he may be willing to continue as President

Corey Woods suggested the term Vice-President be dropped and President-Elect be adopted.

Bob Heal commented James Allen has knowledge and experience from his service.

Jack Evans said Jim Allen has a strong desire to serve and is concerned that this is a critical time.

Laurel Hayes asked if Jim would be willing to serve?

Jim Allen responded he would like to be secretary or Vice President.

Jack Evans said he asked several people to be secretary last year, but realized it was too much for someone without any experience. So he took it on himself in addition to being President.

Motion from Bruce Lee: President Jack Evans; Secretary Jim Allen

Shane seconded the motion

Laurel Hayes suggested four to five board members would serve for 3 years, in a staggered timing , then choose the president from that group.

Jack Evans said he would like to see more participation from more people.

Corey Woods suggested electing President/VP and board, then have the board elect new president and VP for next year.

Jack Evans said the board needs to be in place at the beginning with registration with the State of Utah.

Motion: President Jack Evans for 2015, Secretary Jim Allen

Seconded and voted yes.

Discussion for electing a Vice President :

Mike King is nominated for Vice President. Jack Evans said he would do a good job, he is qualified.

John Malecheck is nominated for Vice President. Bruce Lee makes a motion to close election. Shane Falslev seconds the motion.

Voting: John Malecheck wins the majority; Mike King received one vote from John Malecheck.

New Officers for 2015: President Jack Evans; Vice President John Malecheck; Secretary, Jim Allen.

Board of Directors will serve a four year term. The two head gates will be represented equally.

82-1 will have two representatives

82-2 will have two representatives

They will serve on a rotating basis.

Head gate       82-1                                                  82-2

2 year             Dwayne Chadwick                         Joe Astle

4 year             Bob Heal                                         Bruce Lee

Corey Wood made a motion to vote; Lynn Krebs seconded the motion, Kathy King seconded the motion

The vote was taken and passed.

President Jack Evans would like to see more response from the sprinkling company members to the electronic information!

One more issue: Lucy Watkins served as Secretary for more than 10 years. She set up the electronic communication, created maps and made detailed corrections to the maps. The president would like to consider a gift for Lucy as a token of our appreciation. The executive committee will choose something for her.

Jim Allen said Jack Evans has done amazing work.

Lige Palmer said there were expenses incurred by the committee last year, which Jack paid for.

Jack Evans said it was taken care of. He also expressed appreciation for the venue where we met.

Bruce Lee made a motion to adjourn. The motion was seconded.

2016 Annual Shareholder Meeting

Dear Shareholder,

The annual business meeting for the North Logan Sprinkling Company will be held Wednesday, March 23, 2016 at 7:00pm in North Logan at the Cache Professional Development and Technology Building located at 2035 N 1200 E.

The Board of Directors has completed the Articles of Incorporation as well as the Bylaws and is ready to proceed with registering the company as a legal entity with the State of Utah.

We will be voting to ratify the Articles of Incorporation as well as electing board members and conducting annual business items. Attached is a proxy form you are invited to use if you will be unavailable to attend.

The Articles of Incorporation and the Bylaws are posted at www.NLSprinkling.org. You may also review the documents at the North Logan City Library located at 475 E 2500 N.

The website www.NLSprinkling.org has also posted the Financial Statement for 2015, minutes from the 2015 annual shareholders meeting, and Proxy cards.

We thank you for your support and look forward to seeing you.

Regards,

Dean Adams                                                      Jack Evan

Joe Astle                                                              John Malechek

Bruce Lee                                                            James Allen

Duane Chadwick                                              (Executive committee)

(Board of Directors)