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OVERLAND DITCH AND RESERVOIR CO.

 D R A F T

Board of Directors Meeting

February 16, 2010

 

Meeting was called to order at 4:04 p.m. by President Ceriani.

In attendance were:

Directors; Jerry Adams, Debbie Gray, Dave Kuntz and Bryan Klaseen

Secretary/Treasurer; Debbie Christner

Operations Manager; Bob Church

Shareholders; Annie Sievers and Mary Helen Church

 

 

PRESENTATION OF AGENDA

 

Employee hiring was added under operations report.

Veronica Minch letter was added under new business.

The agenda was closed

 

 

MINUTES OF THE PREVIOUS MEETING

 

The minutes from the January 14, 2010 and February 8, 2010 meetings

were reviewed.

Bryan made the motion to approve the minutes 2nd by Debbie.

Motion passed with all in favor.

 

 

TREASURER‘S REPORT

 

Debbie handed out January P&L, Budget Comparison, January check detail,

and a list of bills to pay.

Also included this month was detail on the CWCB Dam Expansion Loan

and the Roundtable Grant.

 

Discussion was had regarding the upcoming call.

Dave made a motion to set the call at $7.53, $3.53 for debt service and $4.00 for

O & M. the call to be sent out by March 1st and due in 60 days, 2nd by Bryan.

Motion passed with all in favor.

 

Jerry made a motion to pay the bills, 2nd by Dave. Motion passed with all in favor

 

 

OPERATIONS REPORT

 

Bob has been working on the skidder.  There was discussion regarding the sink hole

problems on the ditch.  This area needs to be looked at by an engineer.

Dave made a motion to have the problem areas of the ditch looked at by an engineer.

2nd by Jerry. Motion passed with all in favor.  Phil will call Bruce Marvin to get suggestions on who to hire.

 

Phil made a motion for Bob to get 6 maps made, 2nd by Bryan.

Motion passed with all in favor.

 

 

COMMITTEE REPORTS

 

Reservoir Expansion-Phil recently attended a DARCA conference, Kirk Russell from the CWCB was also in attendance.  Between Overland’s annual meeting on February 8th and

the conference most of CWCB’s funding has been taken away and any new funding will be delayed for two years.

The 1st issue with the reservoir expansion is still FENS.  Westwater Engineers would like

to publish Overland’s Inundation report on their website.  Overland’s board thinks this is a good idea and help form a coalition with other projects in the area.

Permitting is the 2nd issue, the board is going to ask Aaron clay to review the

bypass flows.

 

Grants-On going

 

Annual Financial Audit –Anne Sievers , Mary Helen Church, Anna Hanson and

Chris Dahlstrom performed an audit on Overland’s Books.  They found everything in good order.  The group and Debbie worked on creating more detail and categories for Overland.

 

 

OLD BUSINESS

 

Dam Emergency Action Plan.-Bruce Marvin is working on the flood hydrology report.

There will be more focus this year, on this project.

 

Operations Management-Bryan and Dave will be the board contacts for the

ditch operations.

 

Website Expansion-Phil & Tom Howe will be working on this.

 

 

NEW BUSINESS

 

New Committee-At the annual meeting a motion was made and passed to have a committee formed to assist the Overland board with getting the Dam Expansion moving

faster.  The feeling of the board was that since CWCB funding may be delayed and there was adequate time to study the issues, the formation of a committee was not necessary.

As progress on the expansion moves forward, the board may choose to convene an informational meeting for those shareholders interested in the progress. 

 

Political action-Information will be included with the call for contacting local and state

Officials, protesting the funding being taken away from the CWCB.  Look for information on the website.

 

Meeting Dates- The March meeting will be held Tuesday March 16, 2010 at 4:00 p.m.  Commencing April the meetings for the remainder of the year will be held on the 2nd Thursday of each month at 4:00 p.m.

 

 

SHAREHOLDER’S CONCERNS

 

The board received a letter from Veronica Minch regarding the amount of water that

was delivered to her last year.  A motion was made by Jerry, 2nd by Dave to have Bryan talk to her.  Motion passed with all in favor.  Water delivery is a function of Redland’s

Mesa Water Users.

 

Annie Sievers stated that several shareholder’s were upset that the previous years minutes
were not read out loud at the annual meeting.  The minutes were presented as a handout.

If the majority of the stockholders want the minutes read out loud then this will be done at next years annual meeting.

She was also disappointed that a Ditch Report was not given.  The board noted this.

Annie’s other concern was about the year end ditch changes at The Hubbards.  These changes were performed per Steve Tuck’s direction.  Annie does not like carrying water for others in our ditch.  There was discussion of how this new system should work, the coming year will be a test.  All those involved believe that this will be a win, win but time will tell.  If it does not work then it can be modified.

 

 

BOARD CONCERNS

 

Dead Shares-The Lombard/Hostetler shares have been remedied.  The Ware/Moore

shares are being worked on.

 

Debbie Gray reiterated the importance of having Aaron Clay review bypass flow requirements.

 

 

EXECUTIVE SESSION

 

The board entered executive session at 5:50p.m. and came out of executive

session at 6:15p.m.

 

 

ADJOURNMENT

Jerry made a motion to adjourn, 2nd by Dave.  Motion passed, with all in favor.

Meeting was adjourned at 6:20 p.m.

 

 

 

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Debbie Christner, Secretary

 

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OVERLAND DITCH AND RESERVOIR COMPANY

ANNUAL SHAREHOLDERS MEETING

D R A F T

February 8, 2010

 

CALL TO ORDER

 

President Howe called the meeting to order at 7:06   

In attendance were:

Directors; Tom Howe, Dave Kuntz, Bryan Klaseen, Phil Ceriani and Naomi Kasper.

Secretary/Treasurer; Debbie Christner

Operations Manager, Bob Church

Guests; Paul Schmucker and Steve Tuck, Water Commissioners,

Bruce Marvin of Western Engineers,

Kirk Russell of CWCB

 

Tom introduced Debbie Christner the Secretary/Treasure since June.

 

ROLL CALL

 

Debbie Christner called roll.

The credentials Committee, of Nomi Gray, Mary Helen Church and Steve Wolcott confirmed a Quorum of 6,892 consisting of 4,186 shares present and 2,706 shares represented by proxy.  A quorum was declared.

 

AGENDA/2009 ANNUAL MEETING MINUTES

 

Agendas and 2009 Annual meeting minutes were presented as a handout at the beginning of the meeting.  Tom asked for additions to the agenda, there were none.

Veronica Minch made the motion to accept the agenda and the 2009 Annual meeting minutes, seconded by Bill Bishop.   Motion passed unanimously

 

 

PRESIDENT’S REPORT

 

The report was presented as a handout at the beginning of the meeting.

 

GUEST REPORTS

 

Jerry Otero from Senator Michael Bennet’s staff called right before the meeting and stated due to a family emergency he would not be able to attend.

 

Bruce Marvin reviewed his work this year on behalf of the dam expansion project.  He said that permitting began in 2005 and has a ways to go.  He was more optimistic last year than he’d been in a couple of years and continues with that optimism.  2,500 square feet of FENS is holding up the progress, Black Lakes has a similar Fens concern and has received approvals.  This provided a template for the 2008 Overland inundation of FENS study.  The results were the new inundation is part of a larger inundation and the case submitted showed no effect.  Many agencies have viewed the report positively.  The Core is working on an overall permit for the Grand Mesa, with Overland being a part of this.  This last summer the EPA and Forest Service had an initial meeting, they have to decide what studies are warranted.  There is no chance for construction in 2010.  Bruce has determined the cost projections currently at $1.8 million.  

 

Discussion was had regarding the cost per share, with the answer being determined upon

many factors.  It will depend on any grants received and the timing in conjunction with a loan that will be paid in full in 2018.

 

Discussion was had regarding the storing of the additional shares.

 

NEW DECREES

 

Steve Tuck gave his presentation.  He stated that the additional shares

can be stored in different ways.

 

With Steve Tuck, Water Commissioner and Aaron Clay, Overland’s Attorneys, guidance and expertise Overland was able to obtain:

 

Absolute right for 970.73 acre feet to the Overland Reservoir No. 1 made absolute.

Decree signed December 22, 2009.

 

Absolute right for 50.0 c.f.s. from the Overland Ditch, Roatcap Diversion.

Decree signed February 8, 2010.

 

Conditional water right of 20.0 c.f.s. for hydropower. Decree to be signed this month

 

Kirk Russell from CWCB gave an overall synopsis of the CWCB (Colorado Water Conservation Bureau).  The CWCB has two pots of money, one comes from severance tax and is to be used solely for new projects.  The second pot is the construction fund and is used for the operation of CWCB.  No general assembly funds are involved.  The state has taken a lot of money from CWCB in the last few months.  Overland is in good standing but in these times nothing is guaranteed.  The type of project Overland is doing is at the top of their priority list.  The CWCB does loan for Hydro projects.

 

Annie Sievers moved for the board to approve a steering or advisory committee,

which would include one board member, to push on the dam expansion.  This motion was seconded by Lance Badger.  Motion passed unanimously

 

TREASURER’S REPORT/2010 BUDGET AND ASSESSMENT

 

2009 Balance Sheet, 2009 Budget. 2009 Actual and 2010 Budget were presented as  handouts at the beginning of the meeting.

 

The board recommends that an assessment of $14.00, called as needed, be set for 2010.

There was discussion about having the assessment be higher, since it is only used if needed and if needed this is usually caused by an emergency.  Then it takes time to go through the process to raise the call assessment.  Bob Church moved to approve the budget and set the assessment at $17.00 to be called as and if needed, seconded by Annie Sievers. One opposed, Motion passed. 

 

ELECTION OF BOARD MEMBERS

 

The seats held by Tom Howe and Naomi Kasper are up for election.  The floor was opened for nominations.  Susan Whittlesey nominated Debbie Gray, Bryan Klauseen nominated Jerry Adams.  Tom Howe asked three times for more nominations.

Bob Church moved that nominations cease, seconded by Dave Whittlesey.  There was no discussion.  Motion passed unanimously.  Since there were two nominations for two vacant seats, there was no election.

 

Everyone thanked Tom Howe and Naomi Kasper for all their hard work and service on the Overland board.  It was much appreciated by all.

 

Bryan Klaseen moved to adjourn, seconded by Dave Kuntz.

Meeting was adjourned at 8:45.

 

 

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Debbie Christner, Secretary

 

 

 

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