Charlotte Harbor Water Association, Inc

Board of Directors – Annual Meeting

Monday, January 22, 2018

Minutes

President Steve Schwarz called the meeting to order at 7:00 pm located at 2515 Highlands Rd in the CHWAOffice. Those in attendance and constituting a quorum were:

Stephen Schwarz, President

Richard Guimond, Vice-President

William Lemna, Treasurer

Ned Rose, Secretary

Steve Vieira, Director

Staff in attendance:

Scott Baker, Superintendent

Ranee Fick, Office Manager

Jeanette Grey, Customer Service

Lisa Kolar, Accountant

Roger Johnson, Plant Manager

James Floyd, Field Foreman

Others in attendance:

Danny Nelson, Tetra Tech

Brett Messner, Tetra Tech

Derek Rooney, attorney

25+ CHWA members

  1. Member Input and Questions – Several members raised their hands but then were asked to wait until after the Engineer and Attorney reports were made because those presentations would probably answer their questions.
  1. Manager’s Report
  1. Engineer’s Update – Danny Nelson and Brett Messner of Teta Tech, Inc. presented a handout updating the timeline of the Master Plan, Rate Study, Sunseekers project, Harborview Rd widening and Well No. 6 improvements. Many questions were brought up by members in attendance as to whether rates would be increased due to the Sunseekers project and Harborview Road widening. Answers by both Tetra Tech and the Board were given to the affect that Sunseekers would be required to pay impact fees that would aid in absorbing the costs but at the same time rates are being reviewed and could be increased as part as the normal operations and of CHWA.
  2. CHWA attorney’s Update – Derek Rooney, the attorney that has been retained by CHWA, spoke about financing needs and
  1. Treasurer’s Report
  1. 2017 vs 2016 Balance Sheet and Income Statement – Treasurer Bill Lemna presented the 2017 Balance Sheet and Income Statement in comparison to 2016 and highlighted various line items with explanations for fluctuations.
  1. Secretary’s Report
  1. Reading and Verifying of returned proxies – SecretaryNed Rose read out loud the tally of the number of blank proxies received and the tally of all the “other” proxies.

Motion was made by Ned Rose to accept and affirm that CHWA received 310 number of “blank” proxies and that CHWA also received 51 number of “other” proxies as read out load at the annual meeting. Seconded by Richard Guimond. Accepted unanimously.

  1. Vote on the Changes of CHWA’s “Articles of Incorporation” – President Steve Schwarz discussed the need for the change in the Articles of Incorporation to Article VI and IX. Changes to Article VI adding the language: “nor more than seven members. The number and term of directors shall be determined by the by-laws of the corporation”. Changes to Article IX add the language “The board of directors of the corporation may, by unanimous vote to alter, amend adopt or repeal any or all by-laws, unless the members, in amending, adopting or repealing the by-laws, expressly provide that the board may not amend or repeal the same”.

Motion was made by member Lee Phillips to approve the “Articles of Incorporation” changes as presented to the members by mail and at the Annual meeting. Seconded by member Rob Roback. Accepted unanimously.

  1. Vote on the Changes of CHWA’s “By-Laws”– President Steve Schwarz discussed the need for the changes to the By-Law Article VIII and Article XIV. Changes to Article VIII include adding the language: “To assure a e a staggering of terms and continuity of the Board of Directors, the 2018 election year” and“with the Board of Directors consisting of five (5) members, two (2) members shall be elected for a three year term, two (2) members shall be elected for a two year term and one (1) member shall be elected for a one year term”. Changes to Article XIV Section 1. adding the language “The board may, by unanimous vote, alter amend, adopt or repeal any or all by-laws, unless the members, in amending adopting or repealing the by-laws or a by-law, expressly provide that the board my not amend or repeal the same. The members may, by majority vote, alter, amend, or repeal these by-laws or adopt new by-laws or any particular by-law even though these by-laws may also be amended or repealed by the board”.

Motion was made by member Lee Phillips to approve the “By-Law” changes as presented to the members by mail and at the Annual meeting. Seconded by member Ken Wangler. Accepted unanimously.

  1. Election Committee Report – Director Steve Vieira, who had been appointed as the election committee at the December Regular meeting, nominated all fivecurrent board of directors to serve as Board of Directors for the year of 2018. Vieira then opened to the floor for any nominations. There were no nominations from the floor after three attempts.

Motion was made by member Ken Wangler to accept the Election Committee nomination of Stephen Schwarz, Richard Guimond, William Lemna, Harold Ned Rose and Steve Vieira as the Board of Directors for the year of 2018. Seconded by Ned Rose. Accepted unanimously.

  1. Gift Card Drawings – CHWA members who attended the Annual Meeting were encouraged to write their name on a card that was to be drawn out of the hat by President Schwarz. A $50 gift card was raffled off to the members in attendance along with a second $50 gift card drawn from the proxies that had been returned to CHWA.

Motion to Adjourn was made at 8:20pm by Ned Rose, seconded by Bill Lemna, unanimously accepted.