Board Meeting Minutes

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

Board Meeting Minutes

10/29/12

Meeting held at 290 N. Angel Street
Kaysville, UT 84037 – 4pm

Scott Green, Joe Hill, Jay Love, Jon Green & Woody Woodruff present.

Scott Green opened the meeting. The main purpose is to review the written compilation of the board’s findings regarding the derivative proceeding initiated by Ms. Suzanne Flinders. Secretary Joanna Stowell read through the response (see attached) and, after adding some clarifying points, the board voted unanimously to accept the investigation findings and conclusions. A unanimous vote of support for Scott Green as President of Kays Creek Irrigation Company was also made.

Since the board was gathered, Scott presented two items of business. He is concerned about overwatering and sought the board’s advice on whether to put meters on homes in new subdivisions. He also noted that Weber Basin has interns that will come to your home, free of charge, and assess your water system. He asked that the information be included in the spring newsletter. More information on water meters was asked for before the board made a decision. Joanna agreed to add the water information to the spring newsletter.

Jon Green motioned that the meeting be adjourned. Joe Hill seconded.

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Joanna Stowell, Secretary

Board Findings Reviewed and Approved on 10/29/12

Kays Creek Board of Directors Meeting
9/24/12
Investigation into allegations of misuse of company property by Scott Green.

Ms. Flinders details several instances in which she claims Mr. Green’s actions have not been in the interest of Kays Creek Irrigation. In order to more easily discuss each of these claims, we have numbered them according to the order in which they were introduced in the letter from Harward & Associates: first, the issue regarding Mr. Green’s phone number; second, use of the Kubota power digger at residences not within the Kays Creek boundary; third, a grader/skid loader listed as for hire; fourth, the bull’s head mounted on the Kays Creek warehouse. The findings for each item are as follows:

  1. Mr. Green provided for the board of directors proof in the form of bills from various phone companies to show that he has been the owner of the phone number 801-941-2010 since 1998. As this was his own personal number at the time, he accordingly used it to advertise his landscaping business. He and the late Junior Green both used their home phone numbers on Kays Creek Irrigation business cards. When it became obvious that a cell phone would make his job with Kays Creek easier and make him more available to our customers (seeing that he is working out in the field and not sitting home by his phone) he utilized his own cell phone number for work purposes. This was done for convenience sake and saved him from carrying both a personal phone and a work phone. Mr. Green continued to renew his business license with the City of Layton, but he has been so busy with Kays Creek work that he has done little with it and thus decided not to renew it this year at all. It is ridiculous to charge him with using the name of Kays Creek Irrigation to further his personal business interests when his “part time” work (60-80 hours a week during the water season) has prevented him from doing any landscaping work for hire for quite some time. Furthermore, the precedent set by Junior Green in using home phone numbers as contact numbers is well established. It is also humorous that your letter states “the contact phone number is the Kays Creek office” as Kays Creek has no office. Both Mr. Scott Green and Mr. Wes Green work out of their trucks and Mrs. Stowell’s basement is hardly an office and furthermore has a separate phone number.
  2. Ms. Flinders has provided several pictures of the Kubota power digger owned by Kays Creek Irrigation Company being used in different locations. These, she claims, are not being used for the benefit of Kays Creek Irrigation Shareholders but are servicing households outside our water boundaries. The business practice of “payment in kind” is longstanding, not only at Kays Creek Irrigation where it was utilized by Mr. Junior Green and other past presidents, but in businesses around the country. Mr. Green uses his own personal truck to haul pipe to various job sites. He keeps track of his hours and rather than accept cash payment for this service, he receives hours on the Kubota. This saves the company money (we would currently owe Mr. Green over $7000 if he were to cash in his truck usage hours) and allows Mr. Green to help out in the community. We also use this “payment in kind” situation with others as well. Pictures 1, 4, 5, 6, & 8 all show the Kubota at the same residence. The operator is Mr. Wade Green. He did work at Adams Pond for Kays Creek Irrigation and accepted as payment time on the Kubota to dig a trench for Gregorio Coronado, who was dying of leukemia and wanted to finish some projects around his home so that his wife wouldn’t have to deal with them after his passing. There was no payment accepted for this service. The Kays Creek Irrigation Company Board of Directors wholeheartedly supports this action and retains the right, along with thousands of other companies throughout the country, to do charitable work and give back to the community. Picture #2 shows Mr. Woody Green utilizing the Kubota. When Mr. Scott Green’s personal truck was unavailable to pull pipe, Mr. Woody Green allowed Mr. Scott Green to use his truck to haul pipe for which service he received Kubota hours as payment. He is shown in picture 2 digging post holes. Picture #3 shows the Kubota on Mr. Scott Green’s farm where he was using it for his own personal business as part of the payment in kind verbal agreement held between himself and the board of directors. While Mr. Scott Green does keep track of the hours in which he uses his own personal vehicle for Kays Creek work, he does not keep track of every minute detail of his day, nor should he have to. Asking him to report on everything he does to benefit Kays Creek Irrigation Company would put an unfair burden upon him and limit the amount of work he is able to do in a day. As to the allegations that the owners of the pictured residences are not Kays Creek customers, the address of Mr. Coronado is 1601 Cherry Lane and the address of Mr. Woody Green is 1463 Emerald Drive; both of which are right in the middle of our water servicing district. These facts also make Ms. Flinders claims disingenuous at best and malicious at worst as she was the one who took the pictures and that the residences in question are within a few blocks from her mother’s home.
  3. The grader/skid loader, which is actually an L35 Kubota tractor and which is pictured on pages 7 & 9 of the photo section, BELONGS to Mr. Scott Green. It is his own personal tractor. For proof of this he provided a bill of sale. As it is his own personal property he can lend it to whomever he likes and do with it whatever he wants. He can also affix his own personal phone number to it if he so desires.
  4. As per the bull’s head on the Kays Creek “warehouse”, the said warehouse (which is actually a shed) is located on Mr. Scott Green’s property. Kays Creek Irrigation Company paid for the shed, but Mr. Scott Green pays the yearly property taxes for which he is NOT reimbursed. If he wants to put a decoration on said shed, the board of directors is just fine with that. It is in no way an advertisement, it is only a decoration.
  5. Finally, a word concerning pictures #10, 12 and 16. Picture #10 shows the Kays Creek splitter being used to split wood. Though the location is Mr. Scott Green’s farm the wood is from Hobbs Pond. Mr. Green hauled the wood up from the pond to split in a more convenient spot. The split wood is then given out to people in need. Picture #12 shows Mr. Scott Green’s grandson using the Kubota to break up Mr. Green’s personal dirt pile. The dirt was then trucked down to the Library/Park project, thus saving Kays Creek Irrigation $400 in fill dirt purchases. Picture #16 shows equipment owned by Circle B Construction parked next to the Kays Creek Irrigation shed. Glee Bateman of Circle B parked his equipment there for convenience purposes while he was doing work for Kays Creek Irrigation on Gordon Avenue.

    Based on our findings and subsequent deliberations, which were done outside of Mr. Scott Green’s presence, the board of directors for Kays Creek Irrigation is pleased to announce its wholehearted support of Mr. Scott Green. He has been a tremendous asset to the company and the water district has increased in size and efficiency during his presidency. All the work that he has done has been with an eye to the future of Kays Creek Irrigation Company and for its benefit. It is obvious from our investigation that Ms. Flinders claims are spurious, ill conceived, and malicious. Any of her concerns could have been resolved if she had simply asked Mr. Scott Green for an explanation or approached the board of directors to do so on her behalf. She has wasted our time in this investigation and, based on her past actions, her motives in initiating this derivative proceeding is entirely suspect. We demand that Ms. Flinders cease and desist in such actions, now and in the future, or we will consider bringing charges of harassment against her in behalf of Mr. Green. Ms. Flinders actions do not reflect a desire to protect Kays Creek Irrigation Company from Mr. Scott Green’s actions, but to damage him personally and continue a family feud which she has maintained for years. This must stop.

    Respectfully yours,

    Jay Love
    Joe Hill
    Jon Green
    James Woodruff

    Notes of the above meeting were recorded and transcribed by Joanna Stowell, secretary.