MINUTES OF THE ANNUAL MEETING OF SHAREHOLDERS
OF THE SAN ANTONIO WATER COMPANY
2007
The Annual Meeting of Shareholders of the San Antonio Water Company (SAWCo) was held as noticed on the above date in the council chambers at the Upland City Hall, 460 North Euclid Ave, Upland, California.
Sign-In – Shareholders were requested to sign-in in order to document their presence at the annual meeting. After all outstanding proxies had been submitted they too were verified for validity and effect.
Introductions – President Thomas introduced the current Directors on the Board, the General Manager, the Auditor’s representative Randy Douglas, CPA, Company Staff, long standing legal counsel Tom McPeters, new special legal counsel Fred Fudacz, and the Inspectors of Election: Peter Cherbak, Betty Garrison, and Bob Shannon.
Validation of Annual Meeting Quorum – General Manager Charles Moorrees reported that the meeting has been properly noticed. Inspector of Election Peter Cherbak reported that there is a quorum present.
Call to Order – President Thomas called the meeting to order at 6:03 pm.
2006 Annual Meeting Minutes – Mr. Thomas asked if there were any corrections needed to the 2006 Annual Meeting minutes. Dr. Gattas moved and Mr. Willis seconded to accept the minutes of the 2006 Annual Meeting as presented. Mr. Thomas asked for a voice vote and the motion was carried.
Manager’s Report – Mr. Moorrees conducted a Power Point presentation highlighting last year’s events with pictures of the aggressive waterline replacement and booster station construction which was outlined in the 2000 Water Master Plan. He also identified the last remaining project to close out the January 2005 Storm Event Repairs. The possibility of reducing DBCP’s and Nitrates from Well 24 & Well 31 was evaluated in 2006 and is a current project for 2007. Last year saw the replacement of the J-Stick measuring device with the more advanced magnetic induction flow meter. Exchanging out old water meters with new automatic read meters continued during 2006. The water company began the replacement of the telemetry system in 2006 with two of the three phases of this project near completion. Updating the Water Master Plan began in 2006 and carried over to 2007. Special counsel began looking into SAWCo’s water rights in the San Antonio Canyon Watershed for maximum use. Mr. Moorrees pointed out trends in water levels in the three basins that SAWCo draws from. Notable work in 2006 included the adoption of an Urban Water Management Plan and membership in the California Urban Water Conservation Council reflecting their established Best Management Practices (BMP’s). SAWCo participated in the First Annual Water Fair through Inland Empire Utilities Authority (IEUA) with various representatives in the local area. In 2006 the water company was found eligible to invest in the Local Agency Investment Fund (LAIF) for investments and retained special legal counsel Fred Fudacz to provide counsel on water rights in the canyon as well as continuity in working with existing long term legal counsel.
Mr. Moorrees then reported on the upcoming projects for this year which included the updating of the Water Master Plan, interior recoat & seismic retrofit of SAWCo’s 5 million gallon reservoir, rehabilitation of Well 24 & 31, completion of the telemetry system replacement, continued meter replacement, Forebay improvement, and the construction of a low head booster station at 20th street & Campus. Mr. Moorrees also stated that SAWCo is celebrating their 125th anniversary and an event to honor this occasion is scheduled for October 25, 2007.
Mr. Willis expressed his appreciation for the report as well as the work of SAWCo staff.
Introduction of “Special Counsel”
Fred Fudacz reported on the water company’s wealth of documents for review with regards to SAWCo water rights. He has been and will continue to look into maximizing benefits of the San Antonio Canyon Watershed. His first plan is to get engineering input and data on what supplies are available to the company and if there are any technical or infrastructure improvements that might allow SAWCo to capture those supplies in a more efficient way. He is also looking at the company’s grant deeds that reserve rights to the company and if there have been any infringements upon those rights.
Statement of General Counsel
Mr. McPeters added to Mr. Fudacz’s statement that a comprehensive review of SAWCo’s water rights was not compiled until the late 1980’s. It wasn’t until that time that a legal water opinion was written from which Mr. Fudacz is now getting his information. Mr. Tom McPeter’s reported on the status with regard to Basin A or the Colonies issue. The basin is supposed to be deeded from the Colonies to the San Bernardino Flood Control District (SBCFCD). The SBCFCD is then to take over all of the obligations of the Colonies with respect to the property. Since the original agreement, both parties have realized that there are a number of agreements with various other entities that would need to be resolved. As of the date of this meeting the basin has still not been deeded to the SBCFCD. The reason being, that the details of what is included in the deed have not been specified and the SBCFCD is still trying to figure out what exactly they agreed to do with regard to this development. The SBCFCD states that they are a public agency and they are not subject to the Map Act and that the agreements that the Colonies have should not apply to the SBCFCD. The entities that have the agreements with the Colonies are stating that since the agreement was made with a private party they are obligated to take care of the agreements. There is still no current agreement as to how much land is included in the deed. The SBCFCD has not made an announcement as to how many of the agreements they plan on honoring. SAWCo has been asked to help sort out some of the issues and has taken the lead on drawing down the basin with alternatives to redirect flows. One more meeting is expected prior to the decision on what SBCFCD plans to do. A final decision is expected by October due to heavy environmental fees that will apply.
Mr. Thomas questioned whether the final design would need to meet historic recharge. The basin is percolating even less than the more conservative estimates and the final design would need to meet that need and may include periodic maintenance.
Dr. Gattas inquired as to whether any monies had been exchanged at this point between San Bernardino County Flood Control District and the Colonies partners. Mr. McPeters confirmed that money has been exchanged.
Lastly, Mr. Willis stated that the primary problem with the basin with regards to percolation was caused by the fire that was immediately followed by heavy rain storms contributing to silt deposits in the basin.
Presentation of Company’s Nominees for Office of Director – Mr. Thomas reported that the Board opted to nominate the existing directors at their last Board meeting which are as follows:
Tom Thomas Mark Hill Bob Bowcock
Ken Willis Judge Ellen Brodie Will Elliott
Dr. Fred Gattas
Mr. Thomas then asked if there were any other nominations for the office of director. Hearing none, Dr. Gattas moved and Mr. Willis seconded to close the nominations. Motion carried.
Election Inspector’s Proxy Report – It was reported having 24.50 shares present and 4,379.50 represented by proxy.
Voting for Directors – Mr. Thomas reported with the above Inspector’s Proxy Report and those votes cast, the nominated directors have been elected.
Shareholders and Public Testimony – Mr. Thomas gave a brief statement as to how this process works [This is the time for any Shareholder or member of the public to address the board members on any topic under the jurisdiction of the Company, which is on or not on the agenda. For any testimony, speakers are requested to keep their comments to no more than four (4) minutes, including the use of any visual aids, and to do so in a focused and orderly manner. Any one wishing to speak is requested to voluntarily fill out and submit a speaker’s form to the manager prior to speaking].
Ken Petschow, shareholder/resident of San Antonio Heights – Mr. Petschow thanked the General Manager for resolving much of the water issues. He asked Mr. McPeters when he and a few other residents involved with the Colonies issue will be invited to the meetings. Mr. McPeters responded that the previous meeting with regard to the Colonies was called by SBCFCD and it was the only meeting called thus far. Mr. Petschow also inquired to Mr. Thomas and Mr. Willis as to how this plays out with the City of Upland’s involvement. Mr. Thomas stated that part of the settlement, which was made without the approval of the City, stated that the City of Upland would contribute 2 million dollars to the county or the colonies.
Mr. Moorrees pointed out the conservation table that was set up by staff. Water saving tips and items were made available to all who attended. He also mentioned that if anyone had questions for the auditor that he was available for questioning. Mr. Thomas mentioned that the auditor’s report was approved at the last board meeting.
Judge Brodie moved and Mr. Hill seconded to declare the meeting adjourned at 7:00 pm. Motion carried.
For the record, it was noted that there were 16 shareholders signed in as attending the Annual Meeting.
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