05/1707
NOTICE AND AGENDA
MEETING OF THE BOARD OF DIRECTORS OF
DESERT HILLS WATER CO., INC. CONSISTING OF THE MAYOR AND COUNCIL OF THE TOWN OF
CAVE CREEK
TOWN OF CAVE CREEK,
ARIZONA
37622 N. Cave Creek Road
Cave Creek, AZ 85331
MONDAY, MAY 21, 2007
Notice is
hereby given that the Board of Directors of Desert Hills Water Co., Inc.
consisting of the Mayor and Council of the Town of Cave Creek, Arizona, will
meet on May 21, 2007 during the Regular Town Council Meeting, which begins at
7:00 pm.
The agenda
for the meeting of the Board of Directors is as follows:
ACTION ITEMS
1. BOARD DISCUSSION AND POSSIBLE ACTION TO RATIFY THE
AMENDMENT TO THE TRANSFER AGREEMENT BETWEEN THE DESERT HILLS WATER COMPANY,
INC. AND THE TOWN OF CAVE
CREEK DATED NOVEMBER 7, 2006 TO CHANGE THE CLOSING DATE TO A DATE NO LATER THAN
JUNE 15, 2007.
Public Comment
Council
Action Needed: Motion to ratify the
Amendment to the Transfer Agreement between the Desert Hills Water Company,
Inc. and the Town of Cave Creek dated November 7, 2006 to change the Closing
Date to a date no later than June 15, 2007.
Narrative: The Board of Directors of the Desert Hills Water
Company entered into a Transfer Agreement between the Town and Desert Hills
Water Co., Inc. on November 7, 2006. This action is a ratification of the
Amendment to the Transfer Agreement to change the Closing Date to a date no
later than June 15, 2007.
2. BOARD DISCUSSION AND POSSIBLE ACTION TO APPROVE
RESOLUTION DH2007-01 AMENDING THE DESERT HILLS WATER COMPANY ARTICLES OF
INCORPORATION AND CHANGING THE STATUTORY AGENT OF THE COMPANY AND DECLARING AN
EMERGENCY.
Public Comment
Council
Action Needed: Motion to approve
Resolution DH2007-01, a Resolution of the Board of Directors of the Desert
Hills Water Company amending the Desert Hills Water Company (The “Company”)
Articles of Incorporation and changing the Statutory Agent of the Company and
declaring an emergency.
Narrative: The Board of Directors is requested to approve a
resolution that reaffirms that the Desert Hills Water Company shall distribute
to the Town of Cave Creek all profits of the Company on a current basis and
upon dissolution of the Company any assets remaining after liabilities will be
distributed to the Sole Shareholder, the Town of Cave Creek, Arizona. This
resolution includes an emergency clause.
3. BOARD DISCUSSION AND POSSIBLE ACTION TO TRANSFER THE
ASSETS FROM THE DESERT HILLS WATER COMPANY TO THE TOWN OF CAVE CREEK PURSUANT
TO SECTION 1.1 OF THE ASSET TRANSFER AGREEMENT
Public Comment
Council Action
Needed: Motion to transfer the assets from the Desert Hills
Water Company to the Town of Cave Creek pursuant to Section 1.1 of the Asset
Transfer Agreement.
Narrative: The
Arizona Corporation Commission has approved the transfer of assets from the Company
to the Town pursuant to the Asset Purchase Agreement. The Board of Directors is requested to
transfer the assets from the Desert Hills Water Company to the Town of Cave
Creek according to the terms of the Asset Transfer Agreement dated November 7, 2006
between the Town of Cave Creek and Desert Hills Water Company.
ADJOURNMENT
POSTED THIS _________ day of May, 2007
BY:
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