Board Meeting Minutes

Kays Creek Irrigation Company
PO Box 190 Layton, UT 84041
801-776-5052

Board Meeting Minutes

9/24/12

Held at 290 N. Angel Street
Kaysville, UT 84037

Joe Hill, Jay Love, James Woodruff and Scott Green present. Jon Green excused.

The first item of business was a review of the allegations listed in the derivative proceedings initiated by Ms. Suzanne Flinders. The board went through each item line by line and asked Scott for an explanation of the incidents in question as well as the pictures provided. After questions were asked and answered, Scott was excused from the meeting for the board to deliberate in private. Jay remarked that trade is a common practice and Woody noted that it has historical precedent in the business world. The board felt that while Scott shouldn’t have to document every move he makes, better documentation of trade work and contract work needed to be made in order to protect Scott and the company. Joe noted that Scott doesn’t always charge the company for work that is done. It was noted that no lease agreement for the Kays Creek shed on Scott’s property is on file. The building cost $25,000 but Scott pays the property tax and is not reimbursed. Woody made a motion regarding documentation of the suit filed by Ms. Flinders and that the board’s findings be written up, distributed for review, and that legal counsel be sought as need. Joe Hill seconded.

Scott was asked to come back in continue with the agenda items.

The issue of Randy Weaver was addressed. He is using a gas pump at our head gate and the neighbors complained. He claimed to be leasing water from the Nature Conservancy but wasn’t. He is now leasing water from them, but the Nature Conservancy’s water rights start further down. Scott proposed a right of use agreement with Mr. Weaver that he maintain the head gate in return for water use. If he doesn’t maintain it, Kays Creek will discontinue the water supply. Better documentation of who is leasing water was proposed by Jay Love. Scott seconded.

Scott brought up the lengthy process of counting votes at the last shareholders meeting and how most members left before the count was through. He proposed that a deadline for turning in proxy ballots, two days prior to the shareholders meeting, be instituted for vote counting purposes. He further proposed that an official ballot be used, which ballot could be attached to the shareholders meeting notice. Joe Hill motioned to accept this new ballot procedure and Woody Woodruff seconded.

Scott provided a report on the work at Andy Adams and Middle Fork. Andy Adams is completed and the reservoir is at 17 feet. Middle Fork should be done in a month. He mentioned that a bore was made under Gentile.
Joanna provided a financial report. The company had $189,938.86 as of this date. The company is waiting on a grant distribution from Flood Control and the Bureau of Reclamation in order to do more work. A notation was also made that the “farmers” bill date of October 1, 2012 was on track.

Jay Love motioned the meeting be adjourned. Woody seconded.

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Joanna Stowell, Secretary