NORTH FORK WATER COMPANY Greenspot Road HIGHLAND, CA ANNUAL STOCKHOLDERS MEETING March 13, :30 am AGENDA

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1 NORTH FORK WATER COMPANY Greenspot Road HIGHLAND, CA ANNUAL STOCKHOLDERS MEETING March 13, :30 am AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL OF BOARD MEMBERS 1. Approval of Agenda 2. Public Comments 3. Approval of Special Stockholders meeting minutes for May 14, Appointment of Directors 5. Presentation from Jean Cihigoyenetche regarding the history and By-Laws of the North Fork Water Company 6. Authorization to retain legal representation for the majority share holders ADJOURN Pursuant to Government Code Section (a), any request for a disability-related modification or accommodation, including auxiliary aids or services, that is sought in order to participate in the above-agendized public meeting should be directed to the North Fork Board Secretary (909) at least 72 hours prior to said meeting.

2 Subject to approval NORTH FORK WATER COMPANY GREENSPOT RD. HIGHLAND, CA SPECIAL STOCKHOLDERS MEETING MAY 14, 2014 MINUTES President Morales called the Special Stockholders meeting to order at 2:02 p.m. Director Wright led the flag salute. PRESENT: ABSENT: STAFF: LEGAL COUNSEL: STOCKHOLDERS: GUEST (S): James Morales Jr. Matt LeVesque Ron Coats Ben Coleman Charles Kiel Kip Sturgeon Margaret Wright None John Mura Mike Maestas Brian Tompkins Justine Hendricksen Mike Henderson Marie Ricci Kathleen Burke Eileen Bateman Steve Kennedy Arnold Wright Ron Arnott Caroline Kiel-Ray Linda Spitzer Fred McNeal Robert Hooker Bob Wall, Yucaipa Valley Water District Members of the Public APPROVAL OF AGENDA M/S (LeVesque-Coats) that the May 14, 2014 agenda be approved. Director Wright recommended that agenda item #4 and #5 be switched in order to discuss the monthly water allocation budget prior to the Budget. NF Minutes 05/14/2014 etb

3 M/S/C (LeVesque-Coats) that the May 14, 2014 agenda be approved as amended. PUBLIC PARTICIPATION President Morales declared the public participation section of the meeting open at 2:04 p.m. Members of the Public and Shareholders stated their concerns regarding water deliveries, pipeline assessments and increases to the operations budget. Shareholders also asked if the Brown Act is applicable to North Fork Board members. There being no further written or verbal comments, the public participation section was closed. APPROVAL OF ANNUAL STOCKHOLDERS MEETING MINUTES FOR APRIL 1, 2014 M/S/C (Wright-Coats) that the April 1, 2014 Stockholders meeting minutes be approved as submitted. PRESENTATION BY STAFF The General Manager/CEO provided a presentation that included the history of North Fork Water Company, the 2009 canal replacement project, current drought conditions, 1885 Bear Valley Contract, historical assessments, operations and finance. He also provided information on the direction of the for the next year which consisted of critical system improvements, proposed budget, partnering options with East Valley Water District, proposed delivery allocations, deliveries with purchased water and without purchased water, assessment trends from 2007 through 2015 and assessment options. LEGAL COUNSEL WILL PROVIDE OVERVIEW OF VOTING PROCESS Mr. Kennedy provided an overview of the voting process and stated that in accordance with section 2.10 of the North Fork By-Laws; that a roll call vote and/or a written vote may be necessary to complete the voting process and that votes are based on the number of shares held and shareholders who are present to vote. Item # 5 DISCUSSION AND APPROVAL OF THE FY MONTHLY WATER ALLOCATION BUDGET FOR NORTH FORK WATER COMPANY DELIVERIES The Chief Financial Officer reviewed the proposed budget with the Board, including various assessment options. He provided information that included assessment amounts if North Fork purchased state water and if state water was not purchased. Director Wright inquired about the availability of purchasing state water. NF Minutes 05/14/2014 etb

4 Mr. Kiel requested the amount it would cost per share for 2 inches of water if state water was purchased. He also thanked staff for the research and the information that was provided. The General Manager/CEO stated that Valley District was able to bank enough water to purchase over the next 2 years; that East Valley Water District will continue doing its best for North Fork s interests. Mr. Arnott expressed his appreciation to East Valley Water District for providing water for North Fork use and stated that he would vote for the purchase of state water. The Engineering Manager provided an overview of critical system improvements that need to be completed and the bidding process for construction. Shareholders discussed the possibility of dividing the assessments into two payments. Item #4 DISCUSSION AND APPROVAL OF FY BUDGET, DIRECTOR S FEES, AND ASSESSMENTS FOR NORTH FORK WATER COMPANY M/S (LeVesque-Coleman) to approve the purchase of $150,000 of state water. Director s LeVesque and Coleman withdrew their motions. Director Sturgeon requested to defer this item to the next meeting and encouraged the Board to consider payment plan options for assessments. M/S/C (Coleman-Kiel) that the Board adopt the $27/share and to provide an optional payment plan for shareholders to make two equally divided payments due in June and August. Roll Call Vote or Written ballot from each shareholder Ms. Linda Spitzer Ms. Christina Moreno Arnott Poultry Ranch Arnott Brothers Enterprises Mr. & Mrs. Gailen & Helen Arnott Mr. William C. Buster, Jr. Mr. Brucie Cagle Calvary Chapel Mr. Robert Christianson Mr. Richard Christianson Mr. Luis E. & Ms. Jacqueline R. Curiel East Valley Water District Mr. Jose Gutierrez First American Title Mr. Thomas Edward Hooker Mr. Robert Willard Hooker Mr. Ross B. Jones NF Minutes 05/14/2014 etb

5 Garland Kemper Kiel Trust Mr. Fred McNeal McNeal, Duckworth & McNeal, Inc. Ms. Helen Meritt Ms. Beverley Rich Mr. & Ms. Linden & Margaret Riddle Mr. Nigel C. Smith Mr. & Ms. Michael & Patricia Raley The Wright Family Trust Yucaipa Valley W.D. The General Manager/CEO reviewed the motion that was taken to establish rates and budgets; he encouraged the Board to consider changes to the By-Laws for budget purposes and stated that we will be scheduling additional meetings to keep everyone informed as we move forward. Director Wright thanked staff for providing the figures that were presented for review this evening. ADJOURN The meeting was adjourned at 4:52 p.m. James Morales, Jr., President Justine Hendricksen, Secretary NF Minutes 05/14/2014 etb

6 1885 to Present

7 NFWC was formed by original shareholders in January, 1885 One of the earliest Mutual Water Companies formed in California.

8 North Fork Water Company Original Articles of Incorporation for NFWC filed in 1885 via handwritten document. This document set forth the purposes for forming the

9 NORTH FORK WATER COMPANY NFWC created to regulate distributions of Santa Ana River water from Santa Ana Canyon to the San Bernardino Mountains Primary purpose of forming NFWC was to acquire and maintain the North Fork Ditch for present and future use. NFWC sought to improve and keep in repair the North Fork Ditch. NFWC also created to regulate the distributions of water flowing in the North Fork Ditch and to distribute the water to stockholders of NFWC for irrigation and domestic uses.

10 Original parties who created NFWC traded their water rights and privileges to appropriated Santa Ana River flow for shares of stock in NFWC. These rights stemmed from the earliest diversion right at the Mouth of the Canyon In essence, original stockholders traded their preexisting water rights to create infrastructure and security. This also created a mechanism to apportion maintenance and repair of the North Fork Ditch amongst the shareholders.

11 NFWC Articles of incorporation created a Board of Directors to oversee the corporation. Original Board of Directors of NFWC: George Miller of San Bernardino Seth Marshall of San Bernardino G.W. Beattie of San Bernardino L.C. Waite of Riverside John Stone of Riverside The Board is charged with governing the North Fork Water Company and ensuring that the North Fork Ditch remained able to service the water needs of Stockholders

12 Initial place of business for NFWC was located in San Bernardino. Articles were eventually amended to move NFWC s principal place of business to Highland, Ca. The Board typically met in the Directors Room at the First Bank of Highland NFWC remains centered in Highland to this day.

13 Initial amount of capital stock offered were 480 shares priced at $100 per share. Each 20 shares of stock entitled the holder to 1 hour of full flow from the North Fork Ditch every 10 days. Water delivered to points of diversion along the main ditch. The bed and courses of the ditch are to remain unchanged unless ¾ of the capital stockholders vote to approve changes.

14 North Fork Water Company Method of delivery: Water shall be delivered to those entitled or their points of diversion along the main ditches owned by the corporation All gates constructed along the main ditch shall be under full control of the corporation.

15 NFWC Articles of Incorporation state that no changes can be made to the bed of the North Fork Ditch without ¾ consent of stockholders. No changes to Ditch are authorized beyond ordinary/usual repairs Further, the method of water distribution shall not be changed without ¾ consent of stockholders.

16 Bylaws state that holding shares of Company confers no right on shareholders to have any pipeline, conduit or other appliance enlarged or extended without Board consent. Further, the Board is the sole and exclusive judge of necessity and expedience as applied to physical changes made to the North Fork Ditch.

17 Rules of the Ditch state that the water delivered is to be used for agricultural purposes and not for domestic potable water. However, circumstances have changed with development; originally there were 55 irrigation connections along the ditch and now approximately 15 remain active. Rules of the Ditch also forbids individual shareholders from pumping out or otherwise withdrawing their deliveries.

18 However, the Bylaws state that water delivered by NFWC may be used for agricultural or domestic use: SO LONG AS water used for domestic purposes is treated for contamination in accordance with all legal requirements. Thus the Rules of the Ditch and Bylaws for NFWC are in conflict.

19 Original NFWC Articles of Incorporation allowed deliveries of water to be used for agricultural or domestic uses. However, in 1931 the Articles were amended to provide: The purpose for which (NFWC) is formed are: To furnish, supply, and distribute water at cost, to and for its stockholders, for domestic, irrigation, and all other useful purposes, in proportion to the number of shares of such stock held by them respectively. The phrase other useful purposes is never defined.

20 To summarize: Rules of the Ditch, Bylaws, and Articles of Incorporation provide differing purposes for which the water may be used: Rules of the Ditch provide that delivered water can be used for agricultural purposes only. Bylaws provide that delivered water can be used for agricultural purposes or for domestic purposes so long as any water used for domestic purposes is properly treated. Articles of Incorporation provide that delivered water may be used for domestic purposes, irrigation purposes, or all other useful purposes

21 What Does This Mean Today? The uncertainty of the language creates several issues moving forward: 1: What can shareholders do with the water delivered to them? 2: What rights do the shareholders have to sell or lease water to third parties? 3: How shall the inconsistencies between the Articles, Bylaws and Rules of the Ditch be reconciled? 4: Should the Company retain separate legal counsel?

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