Held at Milepost
20820 Carpenterville Rd.
Brookings, OR 97415
The meeting was called to order by Chairman Roy W. Hendrick, Jr. (Roy, Jr.) at 11:30 am. The meeting was recorded on tape and manual notes were taken by Marcia Hendrick. A sign in list was passed around. The Chairman declared that there was a quorum. (one third of all stockholders present). There are 480 shares currently issued. Notification for the meeting was waived. The Chairman moved that the minutes of the last Stockholders Meeting held July 4, 1990 be approved. The motion was seconded by Roy W. Hendrick III (Roy III). The minutes were approved by voice vote.
Agenda: Status of Hendrick Tree Farm (hereafter referred to at the TF), plans for TF (intent of corporation), issues about stock ownership, ranch use, other special issues, election of new Board of Directors.
President of the Corporation Roy W. Hendrick III made a report on the status of the TF. Improvements to the Milepost (MP) house including concrete drive, second well, remodeling, improved fencing and new tile deck. Both cabins at the TF are usuble again. New bathroom in lower cabin. Got reinforcing for driveway in barter for Bobcat work for the friars at the Syon Monastery. Pattie detailed some of the improvements to the MP. Holding tank for water to transport water from the TF. Water supply is still a little short at the end of summer. New septic and leach line at the MP. New full size washer, dryer, and a new dishwasher at the MP. Pattie still wants a new stove at the MP. Refrigerator was donated by Nancy and Gary Miracle when they moved to Texas. Round of applause from the group for Roy and Pattie's efforts at the MP and TF. Artifacts in the house are a museum in remembrance of Roy W. and Viola Hendrick and should remain in place.
Roy III talked about the TF manifesto. It outlines what the objectives and priorities of the TF founder were. Roy III asked for input or comments on the document.
The issue of stock distribution was discussed. It was the intent of the founder (Roy W. Hendrick) that twenty shares of stock be issued to each first and second generation descendant and their spouses and twenty shares to each blood descendant in the third generation. The Chairman proposes that Board of Directors carry out that intent immediately. Unissued shares are called Treasury shares and are held by the Corporation. The Secretary holds the blank forms to issue new shares. The Secretary will be directed to issue shares to carry out this intent. Shares can be transferred between eligible shareholders (i.e. in wills) but the Corporation holds the right of first refusal in the sale of shares. Shares need to be returned, canceled and reissued by Secretary with new name.
The TF was intended to be a focal point for Hendrick Family activities. If people want to stay for an extended period of time they are invited to bring their work clothes and pitch in. (This is the way my father always operated, lots of guests and cheerful help, Lee) The Foxes built their own place here in the 50's and stockholders who intend to spend a lot of time at the TF are welcome to build their own facilities subject to Board of Directors approval. The Chairman says the Board is going to buy the upper cabin from the Foxes so that it will be part of the TF facilities. Gladys says the original cost was not so great but that a great deal of personal effort was expended in the construction.
The issue of stock for spouses of family members was discussed. To make handling easier in cases of divorce the Chairman suggested that the stock be issued jointly in both names with the understanding that in case of divorce the stock remain with the blood relative. This would be an understanding but has no legal standing.
The new Board of Directors will have an organizational meeting immediately after the Stockholders meeting and may pass some resolutions based on the discussions from the Stockholders Meeting.
There was an election for new Board of Directors. Roy W. Hendrick, Jr. was nominated by Pattie Hendrick and seconded by Roy W. Hendrick, III. Gary Miracle was nominated by Roy W. Hendrick, Jr. and seconded by Lee Hendrick. Roy W. Hendrick III was nominated by Roy W. Hendrick, Jr. and seconded by Lee Hendrick. Scott Hendrick was nominated by Pattie Hendrick and seconded by Gladys Fox. Michael Edward Hendrick was nominated by Pattie Hendrick and seconded by Holly Hendrick.
Roy W. Hendrick, Jr. moved that the new Board of Directors be elected by acclamation. Seconded by Lee Hendrick. Approved by unanimous voice vote.
Lee Hendrick moved to adjourn the meeting and was seconded by Joanne Hendrick. Approved by voice vote at 12:05 PM.
Lee Hendrick
Secretary