1996-08-15
.
.
.
CITY OF ENCINIT AS
.~~..,
. . .
ENCINITAS RANCH GOLF CORPORATION
MINUTES OF SPECIAL/ORGANIZATIONAL MEETING
Carnation Room, Civic Center
505 South Vulcan Avenue
THURSDAY, AUGUST 15,1996 at 3:00 p.m.
CAll TO ORDER/ROll CAll
Chairman Kaiser called the meeting to order at 3:10 p.m.
The following members were present:
Directors Ed Kaiser, Kathy Riggins, Lauren Wasserman, Alan Archibald, David Wigginton,
being all of the directors.
Also Present: Carltas Representatives Chris C~lkins and John White; Counsel Roger
Krauel; Manager Jim Benson; Meeting Secretary Pat Drew; City staff member Leslie
Suelter, Financial Services Manager; Bond Counsel Bill Madison, Disclosure Counsel
Kim Byrons, Financial Advisor/Counsel Tom Johnson, and Counsel Romiro Alvarez.
In addition, members of the public present included Arthur Beardsley, President of the
Encinitas Golf Association, John Guidero, Vice President and Alan Rzovski, Treasurer of
the Golf Association.
REGULAR AGENDA
1.
Discussion regarding the legal structure of the Bonds for the Encinitas
Ranch Golf Course and the relationships between Encinitas Ranch Golf
Corporation and Encinitas Ranch Golf Authority.
Bond Counsel Bill Madison discussed the issue on the legal structure of the bonds
necessitating the creation of a non profit corporation. He advised that the non-
. profit corporation had been created; the Articles of Incorporation had been filed in
Sacramento with the Secretary of State; as Sole Incorporator, he has signed the
resolution approving the Bylaws. He advised that all documents have been
reviewed by Murray Kane, the attorney for the City.
Once resolution 96-1 is approved by the Board we are ready to move ahead.
.
.
.
Manager Benson reviewed the diagram of the financing structure; he explained
that we have created a non-profit where we do a lease and then a lease back so
that in the event of a default the non-profit repossesses the golf course on behalf
of the Trustee, and turns it over to the Trustee to operate in behalf of the bond
holders. The flow of funds comes back through the Trustee but only in the
instance where we have a default.
With reference to Item 3, Manager Benson suggested that we set the 3rd
Thursday in January for the annual meeting; this would be the second meeting of
ERGA in January 1997. To have it at the first meeting of the month would conflict
with New Years.
2.
Resolution Adopting Bylaws (Resolution No. 96-01)
On motion by Director Archibald, seconded by Director Wigginton,
Resolutions 96-01 through 96-04 were unanimously approved.
3.
Resolution Appointing Time and Place of Regular Meetings
96-02)
(Resolution
Approved under Item 2.
4.
Resolution Approving and Authorizing Execution and Filing of Exemption
Application to State Franchise Tax Board (Resolution No. 96-03)
Approved under Item 2.
5.
Resolution Approving and Authorizing Execution and Filing of Various
Federal Forms (Resolution No. 96-04)
Approved under Item 2.
6.
A Resolution of the Board of Directors of the Encinitas Ranch Golf
Corporation Approving, Authorizing and Directing Execution of Certain
Lease Documents and Authorizing and Directing Certain Actions with
Respect Thereto (Resolution No. 96-05)
Director Archibald moved, seconded by Director Wigginton, that Resolution
No. 96-05 be approved. Unanimously approved - 5-0.
.
.
.
7.
Other Business
No other business to come before the Board.
8.
Adjournment
The Chairman adjourned the meeting at 3:22 p.m.
Respectfully submitted,
~.. . \. /
V Ct "Ìr\. C L ;,;c.. ,-j} k? 1.. "-J
Patricia Drew, Meeting Secretary
. /
:'Ø;2d~'
Edward Kaiser, Chairman