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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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