The meeting of the Stockholders of the Hendrick Tree Farm, Ltd. was convened on July 4, 1990 at 8:30 PM at the Milepost House in Brookings, Oregon. The meeting was called to order by Roy W. Hendrick, Jr. Stockholders in attendance were:
The minutes of the previous meeting were read. Lee moved that they be approved. The motion was seconded by Paul and they were approved by a voice vote.
Roy, Jr. and Roy III had visited the Estate lawyer on July 3. The Estate was pending information on State Income Tax. The current lawyer's fee is $1800.00. There is another $6384.23 due to the Personal Representative of the Estate which is Roy III. There are no funds in the Estate to pay these bills so the Corporation will have to buy stock from the Estate.
Gladys wanted to know if anyone had received the $2000.00 death benefit from the California Teachers Association. No one had, so she said that she would check it out. She is the beneficiary and she would sign it over to the Estate to help cover expenses.
The Estate currently owns 570 shares of stock. The Tree Farm can buy shares from the Estate. Allison moved that the Tree Farm buy as many shares as necessary from the Estate to cover the expenses of the Estate. The motion was seconded by Gladys and approved by a voice vote.
The Estate had a Stock Certificate which had been purchased by Viola Hendrick's father, Levi Gockley, for two shares in the El Toro Water and Land Company. These two shares were purchased in 1903 for a total price of $25,000.00. Roy, Jr. will check into a company that tracks down old stocks to see what happened to the company.
Roy III made a report on the 1989 Tree Farm activities. Income was $8823.00 from the sale of 65 thousand board feet of timber and $2008.00 in interest from almost $24,000.00 of CD's. There is currently $600.00 in the checking account and $806.00 in the savings account. There is a total of $2100.00 of timber sales so far this year. This is the Tree Farm's share of the sales. One of the major expenses of the Tree Farm is taxes which were $1300.00 in 1989 and are going up every year.
The group congratulated Roy III and Pattie on how good the Milepost looks. Roy III listed some projects that need done at the Milepost. There are some roof leaks that need fixed, the barn needs painting (siding in the future), fencing, new hardwood and tile floors in the basement. Nancy made a suggestion about a one piece polymer sealing technique for roofs by a firm called Brie Roofing. Some one should look into it.
Roy III listed projects for the Tree Farm. These include more grading at the Fox Den, moving the front door, a new septic tank, additional decking, perhaps a new water tank and some lower cabin restoration. Joanne made a motion and it was seconded by Gladys that Roy III proceed with these projects as time and money permit. This was approved by a voice vote.
The lawyer suggested that the Tree Farm obtain the services of an accountant to keep the books and to prepare the annual taxes. Roy III moved that the Tree Farm hire an accountant. This was seconded by Lee and approved by a voice vote. Roy III will get bids and make the arrangements.
A motion was made by Gladys and seconded by Nancy to have a lawyer prepare corporate bylaws. The motion was approved by a voice vote.
The distribution of Tree Farm shares was discussed. Roy Sr.'s will specified that 5 shares be distributed to all descendants. Technically that would be all blood descendants living at the time he died. The will further states that the Board of Directors can do what it wishes with the remaining shares of stock. Roy, Jr. suggested that the Board of Directors exercise its prerogative and give 15 shares to all new descendants until the will is probated. This would bring all blood descendants up to the level of 20 shares of stock. The Board of Directors was directed to do this for the next three years and re-evaluate the situation in July, 1993.
The question of shares for spouses was discussed. Dave Bristow spoke and said that he thought the Tree Farm was intended for blood members of the family only. This would simplify the operation and transferral of stock. Some current spouses already have shares. Most in attendance felt that it was Roy, Sr.'s intention to give equal shares of stock to spouses to make them feel like full members of the family. It would have to be written in the Corporate bylaws that stock should only be held by blood relatives or spouses.
The Corporation needs to consider a generation cutoff for stock distribution purposes. Roy, Jr. will review the will and the point will be discussed at the next meeting.
Roy, III would like to get some bees and said he had a good deal on hives and bee keeping equipment. Gladys seconded the motion and it was approved by a voice vote.
The following people were nominated for the Board of Directors:
Roy W. Hendrick III, Lee Hendrick, Roy W. Hendrick, Jr., Paul E. Fox, and Pattie A. Hendrick.
Gladys moved to accept this slate of candidates as the Board of Directors. This motion was approved by a voice vote.
Lee made a motion to adjourn the meeting. The motion was seconded by Marie and approved unanimously.
Lee Hendrick
December 5, 1990