HomeMy WebLinkAbout2022-06-20 - Board of Directors Meeting Minutes2022-084
MINUTES OF THE
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS SPECIAL MEETING
Monday, June 20, 2022, 5:30 p.m.
1717 E Miraloma Ave, Placentia CA 92870
1. PARTICIPATION INSTRUCTIONS
Were included on the agenda.
2. CALL TO ORDER
The meeting was called to order at 5:31 p.m.
3. PLEDGE OF ALLEGIANCE
President Miller led the pledge.
4. ROLL CALL
DIRECTORS PRESENT STAFF PRESENT
J. Wayne Miller, PhD, President Doug Davert, Interim General Manager
Brooke Jones, Vice President John DeCriscio, Operations Manager
Trudi DesRoches Gina Knight, Human Resources and Risk Manager
Phil Hawkins Delia Lugo, Finance Manager
Tom Lindsey Rosanne Weston, Engineering Manager
Alison Martin, Public Affairs Manager
Annie Alexander, Board Secretary
Paige Appel, Budget Analyst
ALSO PRESENT
Andrew Gagen, General Counsel, Kidman Gagen Law LLP
5. PUBLIC COMMENTS
None.
6. DISCUSSION ITEMS
6.1. Municipal Market Disclosure Training
Cyrus Torabi, Bond Counsel for Stradling Yocca Carlson & Rauth,
introduced himself and briefly commented on the District's new bond
Minutes of the YLWD Board of Directors Special Meeting Held June 20, 2022 at 5:30 p.m. 1
2022-085
issuance scheduied for July 2022. He then provided an overview of the
bond issuance process and responded to questions regarding the necessity
of disclosure, the Securities Act of 1933 and 1934, Rule 10b-5, the
"Materiality" Standard, Rule 15c2-12 Material Event Notices and recent
amendments to same, and levels of culpability. He also reviewed what
should be disclosed in an Official Statement, the application of disclosure,
content of annual reports, investor communications, speeches and
presentations, and disclosure principles. Mr. Torabi then reviewed timing
considerations for bond sales and the process of preparing Official
Statements. He concluded by providing an overview of disclosure
considerations and prior enforcement actions for violations or improper
disclosure.
7. CLOSED SESSION
The Board entered Closed Session at 6:59 p.m.
7.1. Conference with Labor Negotiators
Pursuant to Section 54957.6 of the California Government Code
Agency Designated Representative: Interim General Manager
Employee Organization: Yorba Linda Water District Employees Association
7.2. Conference with Labor Negotiators
Pursuant to Section 54957.6 of the California Government Code
Agency Designated Representative: Andrew Gagen, General Counsel
Unrepresented Employees: All Unrepresented Classifications
The Board returned to Open Session at 7:28 p.m.
General Counsel Gagen announced that the Board took no reportable action
during Closed Session.
8. ADJOURNMENT
8.1. Director Hawkins made a motion, seconded by Director Lindsey, to adjourn
the meeting at 7:29 p.m. Motion carried 5-0-0-0 on a roll call vote.
Annie Alexander
Board Secretary
Minutes of the YLWD Board of Directors Special Meeting Held June 20, 2022 at 5:30 p.m. 2