PRE 14A
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pre14a2005.txt
PRELIMINARY PROXY MATERIALS FOR ANNUAL MEETING OF 1-15-2005
UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-12
PISMO COAST VILLAGE, INC.
_________________________
(Name of the Registrant as Specified in its Charter)
NOT APPLICABLE
______________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1. Title of each class of securities to which transaction
applies: _____
2. Aggregate number of securities to which transaction applies:
_____
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined): _____
4. Proposed maximum aggregate value of transaction: _____
5. Total fee paid: _____
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount Previously Paid: _____
2. Form, Schedule or Registration Statement No.: _____
3. Filing Party: _____
4. Date Filed: _____
PISMO COAST VILLAGE, INC.
165 South Dolliver Street
Pismo Beach CA 93449
IMPORTANT . . . SEND IN YOUR PROXY
----------------------------------
It is requested that you read the enclosed materials, then
date, fill in and sign the enclosed Proxy and return it
promptly. This will save the expense of follow-up letters,
telephone calls and further solicitation.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
PISMO COAST VILLAGE, INC.
NOTICE IS HEREBY GIVEN that, pursuant to the call of the Board of
Directors, an Annual Meeting of Shareholders (the "Meeting") of
PISMO COAST VILLAGE, INC., (the "Company") will be held at the
South County Regional Center, 800 West Branch Street, Arroyo
Grande, California 93420 on January 15, 2005, at 9:00 a.m. for
the purpose of considering and voting on the following matters:
1 Election of Directors. Electing eighteen (18) persons to the
Board of Directors to serve until the 2006 Annual Meeting or
until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Allard, Howard Harris, R. Elaine
Benedict, Louis Hickman, Glenn
Brady, Nancy Hughes, Terris
Brittain, Kurt Nunlist, Ronald
Buchaklian, Harry Pappi, George
Eudaly, Douglas Pettibone, Jerald
Figueroa, Ed Willems, Gary
Fischer, William Williams, Jack
Gould, Norman Zahka, Charles
2. Adoption of Director Nomination Procedures To vote upon a
proposal of the Board to adopt new Director Nomination
Procedures.
3. Selection of Auditors. To vote upon a resolution of the Board
of Directors of the Company to approve the selection of Glenn,
Burdette, Phillips and Bryson to serve as independent
certified public accountants for the Company for Fiscal Year
2005.
4. Other Business. To transact such other business as may
properly come before the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
December 1, 2004, as the record date for determination of
shareholders entitled to notice of, and to vote at, the Meeting.
NOMINEES TO BOARD OF DIRECTORS FOR ELECTION AS DIRECTORS
At the Annual Meeting, a Board of Directors, consisting of 18
members, will be elected for the ensuing year. Each director will
serve until the next meeting of shareholders and until his or her
successor is elected and qualifies.
The Board of Directors has proposed 18 individuals for election
as directors of the Company.
If the conditions which would allow cumulative voting are
satisfied, the Board of Directors solicits discretionary
authority to cumulate votes and unless authority to vote for a
director is withheld on the Proxy card, the proxy holders will
cast the votes represented by the Board of Directors' proxies for
the nominees proposed by the Board of Directors and will not vote
for any other nominees.
You are urged to vote in favor of each of the proposals by so
indicating on the enclosed Proxy and by signing and returning the
enclosed Proxy as promptly as possible, whether or not you plan
to attend the Meeting in person. The enclosed Proxy is solicited
by the Company's Board of Directors. Any shareholder giving a
Proxy may revoke it prior to the time it is voted by notifying
the Vice President - Secretary, in writing, to that effect, by
filing with him a later dated Proxy, or by voting in person at
the Meeting.
By Order of the Board of Directors
KURT BRITTAIN
Kurt Brittain, Vice President - Secretary
Dated: December 16, 2004
165 South Dolliver Street
Pismo Beach, California 93449
(805) 773-5649
PISMO COAST VILLAGE, INC.
165 South Dolliver Street
Pismo Beach, California 93449
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Saturday, January 15, 2005
_________________________________________________________________
GENERAL INFORMATION
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Meeting") of Pismo Coast Village, Inc., (the
"Company") to be held at the South County Regional Center, 800
West Branch Street, Arroyo Grande, California 93420, at 9:00 a.m.
on Saturday, January 15, 2005, and all adjournments thereof.
It is expected that this Proxy Statement and accompanying Notice
and form of proxy will be mailed to shareholders on or about
December 16, 2004.
The matters to be considered and voted upon at the Meeting will
include:
1. Election of Directors. Electing eighteen (18) persons to the
Board of Directors to serve until the 2006 Annual Meeting or
until their successors are elected and have qualified. The
persons nominated by the Board to serve as Directors are:
Allard, Howard Harris, R. Elaine
Benedict, Louis Hickman, Glenn
Brady, Nancy Hughes, Terris
Brittain, Kurt Nunlist, Ronald
Buchaklian, Harry Pappi, George
Eudaly, Douglas Pettibone, Jerald
Figueroa, Ed Willems, Gary
Fischer, William Williams, Jack
Gould, Norman Zahka, Charles
2. Adoption of Director Nomination Procedures To vote upon a
proposal of the Board to adopt new Director Nomination
Procedures.
3. Selection of Auditors. To vote upon a resolution of the Board
of Directors of the Company to approve the selection of Glenn,
Burdette, Phillips and Bryson to serve as independent
certified public accountants for the Company for Fiscal Year
2005.
4. Other Business. To transact such other business as may
properly come before the Meeting and any adjournments thereof.
_________________________________________________________________
REVOCABILITY OF PROXY
_________________________________________________________________
A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such Proxy has the right to revoke it, at
any time before it is exercised, by filing with the Vice
President - Secretary of the Company an instrument revoking it,
or a duly executed Proxy bearing a later date. In addition, the
powers of the proxy holders will be revoked if the person
executing the Proxy is present at the Meeting and elects to vote
in person. Subject to such revocation or suspension, all shares
represented by a properly executed Proxy received in time for the
Meeting will be voted by the proxy holders, in accordance with
the instructions on the Proxy. IF NO INSTRUCTION IS SPECIFIED
WITH REGARD TO A MATTER TO BE ACTED UPON, THE SHARES REPRESENTED
BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF MANAGEMENT AND IN FAVOR OF SUCH MATTER.
_________________________________________________________________
PERSONS MAKING THE SOLICITATION
_________________________________________________________________
This solicitation of Proxies is being made by the Board of
Directors of the Company. The expense of preparing, assembling,
printing and mailing this Proxy Statement and the material used
in the solicitation of Proxies for the Meeting will be borne by
the Company. It is contemplated that proxies will be solicited
principally through the use of the mails, but officers,
directors, and employees of the Company may solicit Proxies
personally or by telephone, without receiving special
compensation therefor.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
There were issued and outstanding 1,800 shares of the Company's
common stock on December 1, 2004, which has been fixed as the
record date for the purpose of determining the shareholders
entitled to notice of, and to vote at, the Meeting (the "Record
Date"). Each holder of the Company's common stock will be
entitled to one vote, in person or by Proxy, for each share of
common stock held of record on the books of the Company as of the
Record Date, on any matter submitted to the vote of the
shareholders, except in the election of Directors, where
cumulative voting is permitted. See "Cumulative Voting" on page 3
hereof.
The presence in person or by Proxy of the holders of 33.33% (one-
Third) of the outstanding shares of stock entitled to vote at the
Annual Meeting will constitute a quorum for the purpose of
transacting business at the Meeting.
If the enclosed Proxy is completed in the appropriate spaces,
signed, dated and returned, the Proxy will be voted as specified
in the Proxy. If no specification is made, as to any individual
matter to be acted upon, on a signed, dated and returned Proxy,
it will be voted at the discretion of the proxy holders and in
accordance with the recommendations of management. As to any
matters properly brought before the shareholders at the Meeting
which are not specifically described on the proxy, all duly
signed, dated and returned proxies will be voted in accordance
with the recommendations of management in such matters.
_________________________________________________________________
ELECTION OF DIRECTORS OF COMPANY (Proposal 1)
_________________________________________________________________
The Bylaws of the Company provide that the number of directors
shall be eighteen (18) until changed by an amendment to the
Articles of Incorporation or by the Bylaws duly adopted by the
Company's shareholders. Pursuant to Section 3.2.3 of the Bylaws,
in order to be elected as a Director of the Company, an
individual must own at least one share of the Common Stock of the
Company. At the Annual Meeting, eighteen (18) directors (the
entire Board of Directors) are to be elected to serve until the
next Annual Meeting of the Shareholders or until their successors
are elected and qualified.
A shareholder may withhold authority for the proxy holders to
vote for any one or more of the nominees identified below by so
indicating on the enclosed Proxy in the manner instructed on the
proxy. Unless authority to vote for the nominees is so withheld,
the proxy holders will vote the proxies received by them for the
election of the nominees identified below as directors of the
Company. Proxy holders do not have an obligation to vote for
nominees not identified on the preprinted card (that is, write-in
candidates). Should any shareholder attempt to "write in" a vote
for a nominee not identified on the preprinted card (and
described in these proxy materials), the proxy holders will NOT
vote the shares represented by that proxy for any such write-in
candidate, but will instead vote the shares for any and all other
validly indicated candidates. If any of the nominees should be
unable or decline to serve, which is not now anticipated, the
proxy holders shall have discretionary authority to vote for a
substitute who shall be designated by the present Board of
Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy
holders intend to vote all of the proxies received by them in
such a manner, in accordance with cumulative voting, as will
assure the election of as many of the nominees identified below
as possible. In such event, the specific nominees to be voted for
will be determined by the proxy holders, in their sole
discretion.
None of the directors or executive officers of the Company were
selected pursuant to any arrangement or understanding between
themselves and any other individual (other than arrangements or
understandings with directors or officers acting solely in their
capacities as such). There is no familial relationship among any
of the directors, executive officers of the Company, or the
nominees for such offices, and except as noted below, none serves
as directors of any company which has a class of securities
registered under, or which is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 or any
investment company registered under the Investment Company Act of
1940.
VOTING RIGHTS -- CUMULATIVE VOTING
All voting rights are vested in the holders of the common stock
of the Company, each share being entitled to one vote, except
with respect to the election of directors, as to which cumulative
voting applies as described below.
California law provides that a shareholder of a California
corporation, or his/her proxy, may cumulate votes in the election
of Directors. That is, each shareholder may cast that number of
votes equal to the number of shares owned by him/her, multiplied
by the number of Directors to be elected, and he/she may cumulate
such votes for a single candidate or distribute such votes among
as many candidates as he/she deems appropriate.
Certain affirmative steps must be taken by the shareholders of
the Company in order to be entitled to vote their shares
cumulatively in the election of Directors. At the shareholders'
meeting at which Directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of the
shareholder's shares) unless the candidates' names have been
placed in nomination prior to the commencement of the voting and
at least one shareholder has given notice prior to commencement
of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such notice, then every shareholder
entitled to vote may cumulate votes for candidates in nomination
and give one candidate a number of votes equal to the number of
Directors to be elected multiplied by the number of votes to
which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes, up to the number of
Directors to be elected, shall be elected.
It is intended that shares represented by proxies in the
accompanying form will be voted for the election of persons
nominated by management. Although the Board of Directors does not
know whether there will be any nominations for directors other
than those nominated by management, as set forth below, if any
such nomination is made, or if votes are cast for any candidates
other than those nominated by the Board of Directors, the persons
authorized to vote shares represented by executed proxies in the
enclosed form (if authority to vote for the election of Directors
or for any particular nominee is not withheld) will have full
discretion and authority to vote cumulatively and allocate votes
among any or all of the nominees of the Board of Directors in
such order and in such numbers as they may determine in their
sole discretion, provided all the above-listed requirements are
met.
_________________________________________________________________
DIRECTORS AND EXECUTIVE OFFICERS
_________________________________________________________________
The following table sets forth as to each current Director (each
of whom has been nominated for reelection as a Director of the
Company at the upcoming Meeting) and as to each new nominee for
office, such person's age, such person's principal occupations
during the past five years, the period during which such person
has served as a Director of the Company, and other pertinent
information. Pursuant to California law and the Bylaws of the
Company, Directors shall be elected at each Annual Meeting of the
shareholders and hold office until the next Annual Meeting. All
of the nominees, except as designated, were elected as Directors
of the Company at the 2004 Annual Meeting of the Company's
Shareholders. The following table also sets forth such
information as to the executive officers of the Company (each of
whom also currently serves as a Director) and other key
employees. Each of the executive officers of the Company is
appointed by and serves at the pleasure of the Board.
HOWARD ALLARD, Director Age 79
Howard Allard has a Master's degree in education administration
from California State University, Sacramento. Mr. Allard was an
elementary school principal in the Rio Linda Union School
District for 29 years prior to his retirement in 1985. He has
been a partner since 1978 in Allard Enterprises which maintains
rental properties, and has also been a partner since 1982 in
Allard Limousine. Mr. Allard has been on the Board since March
1980, and has served three years as President, two years as
Secretary, and one year as Vice President - Administration.
LOUIS BENEDICT, Director Age 77
Louis Benedict served in the U. S. Navy from 1944 to 1946, and
again, during the Korean War, from 1952 to 1953. He attended the
University of Southern California, majoring in electrical
engineering, and following that, earned a B. S. degree in
electrical engineering at the University of Colorado. Mr.
Benedict was employed from 1957 to 1962 as a Project Engineering
Manager with Lockheed Missiles and Space, from 1962 to 1964 as a
Vice President with William A. Revelle Corporation, and from 1964
to 1966 as an Engineering Section Manager with Lockheed Missiles
and Space. From 1966 to 1975 he was employed as the Director of
Sub-Contract Administration with Litton Industries, from 1975 to
1994 as Vice - President of Contract Administration for
Datametrics Corporation, and from 1994 to 1998 as a consultant in
the field of U. S. Defense Contracts Administration. Mr. Benedict
retired in 1998. He has been served on the Board of Directors
since November 2002.
NANCY BRADY, Director Age 62
Nancy Brady was employed most recently as the Operations Manager
for Walter Mortensen Insurance from 1991 to 2002. Prior to that
time, she and her husband owned their own insurance agency. She
holds the CPCU (Chartered Property and Casualty Underwriter)
designation along with the ARM (Associate in Risk Management)
degree. She is currently serving on the Board of Directors for
both the Bakersfield Host Lions Club and the Child Guidance Guild
of Bakersfield. Mrs. Brady has served on the Board of Directors
since November 2003.
KURT BRITTAIN, Director and Vice President - Secretary Age 74
After his Marine Corps service, Mr. Brittain was employed for
more than 33 years by Orange County, California, prior to his
retirement in 1986. His background includes public works, flood
control and manager of the county's harbors, beaches and parks
system. He was in charge of three harbors, seven beaches and more
than 26 parks, three of which were camping parks. He has
completed extension courses in business administration,
management, recreation and real estate. Mr. Brittain has been a
member of the Board from March 1990 to July 1999, and from
January 2002 to present, serving one year as Vice President -
Administration, five years as Executive Vice President, and he is
currently serving a third year as Vice President - Secretary.
HARRY BUCHAKLIAN, Director Age 72
Harry Buchaklian has a B.A. degree from C.S.U.F. in industrial
arts, and a secondary level teaching credential in laboratory
electronics and small engine repair. His career has included
employment as an assistant manager with Western Auto Stores,
electronics instructor at Fresno Technical College and technical
supervisor for Sears Roebuck. He retired from Sears Roebuck in
1994. He has been a member of the Board from March 1981 to
January 1992, and from September 1995 to present, serving one
year as Executive Vice President, and as a Chairman of the Policy
and Audit Committees.
DOUGLAS EUDALY, Director Age 73
Douglas Eudaly has an Associate of Arts degree from Fresno City
College in elementary education, and a Bachelor's degree in
elementary education from Fresno State College. He has done
doctoral studies at Nova University in Ft. Lauderdale, Florida,
and received a Ph.D. from Clayton Theological Institute in
Clayton, California. Dr. Eudaly holds Life Teaching Credentials
for Elementary and Junior High School, and Administrative
Credentials for preschool through adult school. He retired from
the Fresno Unified School District in 1991 with 31 years of
service credit--the last five years as program director for the
Disability Awareness Program. Dr. Eudaly was President of the
Fresno Teachers' Association in 1970-1971, as well as chairman of
the District's Negotiating Council and served one term as Chief
Negotiator. He has served three years as President of the Board
of Directors for Friendship Center for the Blind, and as Chairman
of several advisory committees for food banks and other nonprofit
organizations. He served over three years as the Deacon Chairman
at the Evangelical Free Church of Fresno. Dr. Eudaly has served
on the Board since January 2002.
ED FIGUEROA, Director Age 61
Mr. Figueroa majored in aeronautics at Reedley College and
obtained his Airframe & Power Plant License in 1964. In 1970, he
started working in the heating and air-conditioning field as a
service manager and service technician with Jack's Refrigeration,
Inc. Mr. Figueroa purchased the company in 1993, and manages the
business, which built a new, larger facility in 2000. Mr.
Figueroa has a C-20 Contractor's license, specializing in custom
residential and design-built commercial heating and air-
Conditioning systems. His company also specializes in sheet metal
fabricating and installation and service repairs on commercial
and residential systems. Mr. Figueroa has served on the Board
since November 2003.
WILLIAM FISCHER, Director Age 70
William (Bill) Fischer, has been married 47 years and served in
the U. S. Air Force during the Korean War. Mr. Fischer is a
graduate of California State University, Northridge, with a B. S.
degree in accounting. He worked in the aerospace, entertainment
and public utility industries until 1969 when he was hired by
Getty Oil Company's Corporate Office as an accounting supervisor.
Subsequently, Texaco, Inc., acquired Getty Oil in 1985 and he was
promoted to Manager of Benefits Plans Accounting. Mr. Fischer was
responsible for the Savings/Thrift, 401-K, and ESOP Plans
Administration until 1989 when he elected early retirement. He
then went into residential real estate and has been a financial
consultant to various companies until 2001. He has active Real
Estate Broker and Tax Preparer licenses. He is a member of the
Veterans of Foreign Wars, Elks, Moose, and Knights of Columbus
organizations. He looks forward to contributing his financial and
real estate backgrounds to the Board of Directors. Mr. Fischer
has served on the Board since January 2002.
NORMAN GOULD, Director Age 85
Norman Gould has a B.A. in education and an M.A. in
administration. His occupation prior to retirement in 1987 was as
the superintendent of schools for Madera County. He was a member
of the board of directors of Kingsview, Inc., from 1968 to 1980
and held the positions of vice chairman and chairman of the
board. He is currently on the board of directors of Valley Teen
Ranch, Inc. Mr. Gould is currently president of the California
Retired Teachers Foundation, a nonprofit corporation. He has been
a member of the Board from March 1976 to March 1991, and from
March 1993 to present, serving nine years as President, one year
as Treasurer and two years as Secretary.
R. ELAINE HARRIS, Director Age 66
R. Elaine Harris retired in 1990 from Pacific Telephone with 31
years service, starting in the business office, then advancing to
facility administrator the last ten years of that time. She was
active with the Jaycettes Club and has worked on several
political campaigns. She is now enjoying retirement and feels
very blessed serving on the Board since January 2000. She is
looking forward to continuing serving the shareholders.
GLENN HICKMAN, Director and Executive Vice President Age 71
Glenn Hickman has a B.A. in Business and a secondary teaching
credential from Fresno State University. His occupation prior to
retirement in 1995 was as a financial analyst and office
supervisor for Cal Resources, a subsidiary of Shell Oil Company.
Mr. Hickman has been a member of the Board since July 1999, and
is currently serving a third year as Executive Vice President.
TERRIS HUGHES, Director Age 55
Terris (Terry) Hughes holds an A.A. degree from Bakersfield
Junior College in police science. He was employed by Cal
Resources LLC for 23 years, from 1973 to 1997, holding the
position of senior training technician for the last 10 years of
that time. He is currently employed as an internal consultant for
Aera Energy LLC, an oil industry company formed in 1997 between
the Shell Oil and Mobil Oil Corporations. His duties are to serve
as a behavior base safety advisor and provide safety training to
Aera Energy LLC employees. Mr. Hughes has been a member of the
Board since January 1996, and served one year as Vice President -
Policy.
RONALD NUNLIST, Director and Vice President - Policy Age 66
Ronald Nunlist was employed in the oil business for many years.
From 1995 to June 1997 he was employed as an operations foreman
by Cal Resources LLC, an oil industry company owned by Shell Oil
Corporation. Mr. Nunlist was then employed as a logistics
specialist by Aera Energy LLC, an oil industry company formed
between the Shell Oil and Mobil Oil Corporations, from 1997 until
his retirement in 1999. He has been a member of the Board since
January 1986, serving five years as President, and is currently
serving a third year as Vice President - Policy.
GEORGE PAPPI, Nominee Age 42
Mr. Pappi's current occupation is as Fraud Investigator for State
Farm Insurance. Other positions held during his seventeen years
of employment with State Farm Insurance include Office Manager,
Property and Bodily Injury Adjustor, Fire and Casualty with
extensive construction background, Risk Management and Commercial
Insurance. He graduated from Cal Poly Pomona with a B.S. in
management and human resources. He resides in La Verne,
California, and is actively involved in local community and
church activities and the United Way organization. Mr. Pappi is a
new nominee for the Board and does not currently serve on the
Board of Directors.
JERALD PETTIBONE, Director and President Age 78
Jerry Pettibone sold and retired from his company, Pettibone
Signs, in Santa Cruz in October 1988. He started the company
which operated statewide in 1960. Active in trade associations,
he served on the board of directors of the National Electric Sign
Association, and on the board of directors of the World Sign
Association, serving as national president in 1985 - 1986. He
served on the board of directors of the California Electric Sign
Association for 22 years and was elected a director emeritus. He
has been a member of the Board since January 1993, including
three years as Chief Financial Officer, and is currently serving
an eighth year as President.
GARY WILLEMS, Director Age 50
Gary Willems holds a B.A. degree in Music Education and a
California Life Teaching Credential from Fresno Pacific
University. Mr. Willems has been teaching music since 1977, and
since 1985 has been the Director of Bands at Reedley High School.
He is an active member of the California Band Directors'
Association and is the Past President of Fresno and Madera
Counties Music Educators' Association. Mr. Willems has served on
the Board of Directors since January 2001.
JACK WILLIAMS, Director, Chief Financial Officer and
Vice President - Finance Age 54
Mr. Williams graduated from San Diego State University in 1974
with a B.S. in accounting. Following that, he has been employed
in the field of accounting in a variety of industries, including
agriculture, construction, heavy equipment sales, and
manufacturing. He was employed as a Financial Analyst by Texaco
Oil Corporation in the Bakersfield area from 1997 until 1999. Mr.
Williams was employed with Goodwill Industries of South-Central
California as a Chief Financial Officer from March 2000 until
November 2004. Mr. Williams established his own C.P.A. practice
in 1983, which he continues to own and operate. He has been a
member of the Board of Directors since January 1995, and is
currently serving an eighth year as Chief Financial Officer and
Vice President - Finance.
CHARLES ZAHKA, Director Age 78
Charles Zahka retired as vice president of the Broadway
Department Stores in 1990 after 20 years. He presently serves as
a private management consultant. Mr. Zahka is president of the
Stroke Association of Southern California and vice chairman of
the Better Business Bureau of the Southland. He has been a member
of the Board since March 1988, and has served one year as
Secretary and one year as President.
The Board of Directors has no reason to believe that any of the
nominees listed above will not be available to serve. However, if
any nominee should become unable or unwilling to serve, the
shares represented by proxies given to management pursuant hereto
will be voted as management may recommend.
OTHER OFFICERS AND KEY EMPLOYEES:
JAY JAMISON, Assistant Corporate Secretary and
General Manager Age 51
Jay Jamison has been employed by the Company since June 1997 as
General Manager and serves as Assistant Corporate Secretary. He
has a B.S. degree in agricultural management from Cal Poly San
Luis Obispo, graduating in 1976. Mr. Jamison was raised on his
family's guest ranch, Rancho Oso, in Santa Barbara County, which
included a recreational vehicle park, resident summer camp,
equestrian facilities and numerous resort amenities. He worked on
the ranch throughout his childhood and after college. The family
business was sold in 1983, at which time Mr. Jamison was hired by
Thousand Trails, Inc., a private membership resort, as a Resort
Operations Manager. His last ten years at Thousand Trails were
spent managing a 200-acre, 518-site, full-service resort near
Hollister, California. He also managed resorts in Acton and
Idyllwild in Southern California. Prior to his employment with
the Company, Mr. Jamison was a General Manager with Skycrest
Enterprises in Redding and managed Sugarloaf Marina and Resort on
Lake Shasta in Northern California from January 1995 to June
1997. He is active in the Resort and Commercial Recreation
Association and is also a member of the American Quarter Horse
Association. Mr. Jamison was appointed to and has served as a
commissioner on the Pismo Beach Conference and Visitors Bureau
since February 1998, and since August 1999 has served as Chair.
At the National Association of RV Parks and Campgrounds' Annual
Convention in November 1999, Mr. Jamison was appointed to the
ARVC Board of Directors representing the ten western states. At
the 2001 Annual Convention, he was elected Treasurer of the
National Association, and in November 2003 he was reelected to
serve a third one year term. In June of 2002, Mr. Jamison was
installed as a Director on the Board for the San Luis Obispo
County Chapter of the American Red Cross, and in June 2003 was
elected Treasurer. He was elected to serve as Second Vice Chair
of the Chapter in June 2004.
THE COMPANY'S DIRECTOR NOMINATIONS PROCESS
Nominating Committee: The Company has a standing Nominating
Committee, whose task it is to actively seek out and consider
potential candidates for office on the Board of Directors. The
Nominating Committee does not have a formal charter, but operates
under the direction and authority of the Board as a whole,
pursuant to Committee Procedures adopted by the Board.
Director Nominations: The Nominating Committee will consider as
a candidate any existing director of the Company who has
indicated to the Nominating Committee that he or she is willing
to stand for reelection, as well as any other interested
shareholder who provides the required information and displays
the qualifications and skills to effectively represent the best
interests of all shareholders, within the specified time
requirements. Under no circumstances will the Nominating
Committee evaluate any nominee pursuant to a process
substantially different than that used for the other nominees for
the same election or appointment of directors. Shareholder
recommendations are treated identically with all other candidate
recommendations.
The Nominating Committee solicits director candidates by word-of-
mouth and through the Corporate Newsletter. The candidates are
interviewed by two or more members of the Nominating Committee,
who then compile a list from which future candidates may be
chosen for board member nominees. In addition, the Nominating
Committee reviews the attendance and contributions of the present
seated board members. After completing this evaluation, a list of
eighteen potential nominees is selected and presented to the full
board for approval and placed on the proxy card for the annual
election.
Independence of Nominating Committee: Of the three directors
serving on the Nominating Committee during 2004, Ronald Nunlist,
J. Russell Carlson and Norman Gould, Messrs. Carlson and Gould
are deemed "independent" directors, pursuant to standards of
independence promulgated by the NASD [NASD Rule 4200(a)(15)]. Mr.
Nunlist is not deemed independent, by reason of his uncompensated
service as an executive officer of the Company.
Nominees Proposed by Committee: The Nominating Committee
recommended for nomination each of the candidates described
above. Each of those nominees were prior directors standing for
reelection, except for George Pappi, who was nominated by the
Nominating Committee and approved for inclusion on the
recommended slate of director nominees at the Board of Directors'
meeting held November 13, 2004.
COMMITTEES OF THE BOARD OF DIRECTORS
The only standing committees of the Company during 2004 were the
Nominating Committee, Audit Committee, Personnel and Compensation
Committee, Finance Committee, Policy Committee, Environmental,
Health and Safety Advisory Committee, and the Executive
Committee.
The Nominating Committee, which considers the qualifications and
the composition of the Board of Directors of the Company, was
elected at a meeting of the Board of Directors held on January
17, 2004, and consisted of the following members: Ronald Nunlist,
Chairperson, J. Russell Carlson and Norman Gould Committee
member J. Russell Carlson resigned from the Board on November 14,
2004, and his seat remained unfilled for the remainder of the
year Pursuant to the policies and procedures adopted by the
Board of Directors, the Nominating Committee considers nominees
recommended by shareholders. The Nominating Committee met nine
times during Fiscal Year 2004 and submitted its recommendations
for nominations at the upcoming Annual Meeting.
Individuals wishing to be considered as nominees for membership
on the Board of Directors for Fiscal Year 2006, or wishing to
nominate an individual for membership on the Board, are requested
to notify the committee in writing, delivered to the principal
office of the Company. The Nominating Committee will deliver, or
will cause to be delivered to a potential nominee, material for
use by the potential nominee in submitting specific data,
including personal history and professional skills. The resume, a
questionnaire, and a statement by or on behalf of a potential
nominee should be submitted on or before August 11, 2005, in
order to be considered by the Committee.
The Audit Committee of the Board of Directors consisted of Glenn
Hickman, Chairman, J. Russell Carlson, Ed Figueroa, William
Fischer, and Norman Gould. Committee member J. Russell Carlson
resigned from the Board on November 14, 2004, and his seat
remained unfilled for the remainder of the year The functions
of the Audit Committee include coordinating with the Company's
independent accountants in the preparation of annual financial
reports and audits; reviewing actions to be taken to comply with
the auditor's recommendations to management; and performing
random reviews of selected accounting procedures of the Company.
The Audit Committee met seven times during Fiscal Year 2004.
Independence of Audit Committee: Of the five directors serving
on the Audit Committee during 2004, listed above, all except
Glenn Hickman, the Chairman, are deemed "independent" directors,
pursuant to standards of independence promulgated by the NASD
[NASD Rule 4200(a)(15)]. Mr. Hickman is not deemed independent,
by reason of his uncompensated service as an executive officer of
the Company.
The Personnel and Compensation Committee consists of Jerald
Pettibone, Chairman, Kurt Brittain, Terris Hughes, Jack Williams
and Charles Zahka. The functions of the Personnel and
Compensation Committee include negotiating an employment contract
with the General Manager, review of his goals and objectives and
setting compensation for the major staff. The Personnel and
Compensation Committee met twice during Fiscal Year 2004.
The Finance Committee consists of Jack Williams, Chairman, Howard
Allard, Nancy Brady, Gary Willems and Charles Zahka. The
functions of the Finance Committee include reviewing the
Company's financial statements, drafting a three-year forecast of
finances, drafting a one-year budget, prioritizing capital
expenditures, monitoring the completion of capitalized projects,
recommending changes in rate schedules, and submitting an annual
report to the shareholders of the financial condition of the
Corporation. The Finance Committee met six times during Fiscal
Year 2004.
The Policy Committee consists of Ronald Nunlist, Chairman, Louis
Benedict, Douglas Eudaly, Norman Gould and Terris Hughes. The
functions of the Policy Committee include reviewing and
recommending changes in the Shareholders' Calendar, reviewing and
recommending changes in the Resort's occupancy rules and
regulations, updating and recommending changes in the Employee
Handbook, and implementing Board policy and procedures. The
Policy Committee met six times during Fiscal Year 2004.
The Environmental, Health and Safety Advisory Committee consisted
of R. Elaine Harris, Chairman, Harry Buchaklian, and Ed Figueroa.
The functions of the Environmental, Health and Safety Advisory
Committee include performing environmental-related duties, safety
reviews, and giving recommendations to the President and General
Manager on matters relative to environmental and safety concerns.
The Environmental, Health and Safety Advisory Committee met six
times during Fiscal Year 2004.
The Executive Committee consists of Jerald Pettibone, Chairman,
Glenn Hickman, Kurt Brittain, Ronald Nunlist, and Jack Williams.
The functions of the Executive Committee include reviewing the
monthly business with the General Manager, as well as the current
financial statement. The Executive Committee met once during
Fiscal Year 2004.
The full Board of Directors met seven times during 2004. No
director attended fewer than 75% of the total number of meetings
of the Board and of the committees of which he or she is a
member.
Although Board members are not required to attend the Annual
Meeting of Shareholders as a matter of policy, directors
regularly attend the Annual Meeting unless personal circumstances
do not so permit. All incumbent directors attended last year's
Annual Meeting of Shareholders.
AUDIT COMMITTEE REPORT
The following Audit Committee Report does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Company filings under
the Securities Act of 1933 or the Securities Act of 1934, except
to the extent we specifically incorporate this Report by
reference.
The Audit Committee reports to the Board of Directors and is
responsible for overseeing and monitoring financial accounting
and reporting, the system of internal controls established by
management and the audit process of Pismo Coast Village.
The Audit Committee Charter adopted by the Board sets out
responsibilities, authority and specific duties of the Audit
Committee. A copy of the Audit Committee Charter is attached to
this Proxy Statement as Appendix A.
The Audit Committee has reviewed and discussed the audited
financial statements with management.
The Audit Committee has discussed with representatives of
independent auditors, Glenn, Burdette, Phillips and Bryson,
matters required by SAS 61 regulations.
The Audit Committee has received the written disclosures and the
letter from the independent accountants, Glenn, Burdette,
Phillips and Bryson, required by Independence Standards Board
Standard No. 1 and has discussed with the independent accountants
the independent accountant's independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's annual report.
The Audit Committee members were Glenn Hickman, J. Russell
Carlson, Ed Figueroa, William Fischer and Norman Gould.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the
ownership of the Company's Common Stock as of December 1, 2004,
by each director and by all directors and executive officers as a
group.
NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
Howard Allard 5161 Diablo Drive 1 Share 0.056%
Sacramento CA 95842
Louis Benedict 20955 De Mina Street 1 Share 0.056%
Woodland Hills CA 91364
Nancy Brady 8808 O'Meara Court 1 Share 0.056%
Bakersfield CA 93311
Kurt Brittain 12105 Center Avenue 2 Shares 0.111%
San Martin CA 95046
Harry Buchaklian 1361 East Ticonderoga Drive 1 Share 0.056%
Fresno CA 93720
Douglas Eudaly 3918 North Carruth Avenue 6 Shares 0.333%
Fresno CA 93705
Ed Figueroa 23157 East South Avenue 2 Shares 0.111%
Reedley CA 93654
William Fischer 1947 Sienna Lane 1 Share 0.056%
Simi Valley CA 93065
Norman Gould 10597 Road 30 1 Share 0.056%
Madera CA 93637
NUMBER OF PERCENT
BOARD MEMBER ADDRESS SHARES OF CLASS
R. Elaine Harris 3418 El Potrero Lane 4 Shares 0.222%
Bakersfield CA 93304
Glenn Hickman 3584 West Wathen Avenue 1 Share 0.056%
Fresno CA 93711
Terris Hughes 2426 Sunset Street 1 Share 0.056%
Wasco CA 93280
Ronald Nunlist 1105 Minter Avenue 4 Shares 0.222%
Shafter CA 93263
George Pappi 5728 Via De Mansion 1 Share 0.056%
La Verne CA 91750
Jerald Pettibone 4179 Court Drive 2 Shares 0.111%
Santa Cruz CA 95062
Gary Willems 479 South Oak Drive 2 Shares 0.111%
Reedley CA 93654
Jack Williams 7801 Revelstoke Way 1 Share 0.056%
Bakersfield CA 93309
Charles Zahka 6300 Alonzo Avenue 1 Share 0.056%
Encino CA 91316
All Officers and
Directors as a Group 33 Shares 1.833%
_________________________________________________________________
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
_________________________________________________________________
Directors receive no compensation for serving on the Board.
Directors are permitted the use of a recreational site at the
Resort for each day of board meetings and/or committee meetings
during their tenure as a member of the Board of Directors.
Directors also may be reimbursed for traveling expenses related
to such meetings at reasonable rates. Executive officers, other
than officers who are employees, received no additional
compensation of any nature. Specifically, the Chief Executive
Officer (President) is not a compensated employee. No employee
received compensation exceeding $100,000 during the last fiscal
year of the Company.
The Company has no outstanding options, warrants or rights to
purchase any of its securities, whether held by Directors,
officers or any other persons. Nor does the Company have any
outstanding loans or other indebtedness to any Director or
officer. Since the beginning of the fiscal year, the Company has
not entered into nor does it propose to enter into any
transactions of a material nature with any officer or director or
any corporation or other business entity in which any officer or
director may have an economic interest.
_________________________________________________________________
MANAGEMENT PROPOSAL AMENDMENT OF BYLAWS
DIRECTOR NOMINATIONS PROCEDURES (Proposal 2)
_________________________________________________________________
The Board of Directors of the Company has recently undertaken an
effort to modernize and update its procedures for accepting and
reviewing nominations for board candidacy and for recommending
candidates to stand for election to the Board. Those revised
procedures have been implemented by the Board in connection with
this year's Annual Meeting of Shareholders.
In the process of this review, the Board decided to implement
more formal changes in the Company's Bylaws in order to delineate
the procedure for shareholder nominations to positions of the
Board of Directors. At a meeting of the Board of Directors held
on November 13, 2004, the Board approved the following proposal
to amend the Company's Bylaws, and that proposal (referred to
herein as the "Proposal") is hereby submitted to the shareholders
for their consideration and action:
TERMS OF PROPOSAL:
PROPOSED: That Section 2.11 of the Bylaws of the Corporation be
added, to read in its entirety as follows:
2.11 Shareholder Nomination of Candidates for Election to the
Board of Directors Shareholders who wish to nominate
any candidate for election to the Board of Directors must
submit a written nomination to the Nominating Committee,
addressed care of the Chairman of the Board of the
Corporation at 165 South Dolliver Street, Pismo Beach, CA
93449. Nominations must be sent by certified or
registered mail and must be received by the Company by no
later than September 1st for consideration at the
following year's annual meeting of shareholders (held in
January of each year). Nominations must include the
following information:
1. Nominating Shareholder's name, number of shares owned
by such Shareholder, length of period held, and share
certificate number(s)
2. Name, address, phone number and age of the nominee
candidate
3. A resume describing among other things the candidate's
educational background, occupation, employment
history, and material outside commitments (e.g.,
memberships on other boards and committees, charitable
foundations, etc.)
4. A supporting statement which describes the candidate's
reasons for seeking election to the Board of
Directors, and which describes his or her
qualifications for the position of director of the
Corporation
5. The candidate's consent to a background investigation
6. The candidates written consent to stand for election
if nominated by the Board and to serve if elected by
the shareholders
7. Any further information that will assist the Committee
in evaluating the candidate in accordance with the
procedures set forth in these policies.
8. The Nominating Committee shall be authorized to
contact recommended candidates to request additional
information necessary for its evaluation or for
disclosure under applicable rules of the Securities
and Exchange Commission.
STATEMENT OF MANAGEMENT
IN SUPPORT OF THE PROPOSAL
The primary purpose of the foregoing Proposal is to clarify the
procedures for nomination of candidates for election to the
Board. In prior years, nomination of candidates "from the floor"
have been permitted. In examining all nomination procedures,
management was concerned that the process of leaving nominations
"open" up until the commencement of the election posed
significant risks and difficulties. Candidates who are nominated
"from the floor" have not been subjected to any degree of
scrutiny in connection with their qualifications for office or
their general suitability for service on the Board. The process
of "floor nominations" does not permit shareholders as a group
sufficient information to make informed election decisions.
The Board of Directors supports adoption of the proposed Bylaw
Amendment. The Board believes that the Amendment does not impose
any unreasonable burden upon the shareholders who desire to
nominate candidates to stand for election, and that it permits
shareholders a more informed exercise of their voting rights.
WE URGE SHAREHOLDERS TO VOTE IN FAVOR OF THIS PROPOSAL.
CONSIDERATIONS AGAINST
THE PROPOSED AMENDMENT
Insofar as nominations for director candidates would close as of
September 1 of each year, preceding the Annual Meeting of
Shareholders, the Amendment would have a restrictive effect on
shareholders seeking to nominate candidates for the Board
election, requiring that shareholders submit their nominations in
advance of each year's annual meeting, and prohibiting "floor
nominations."
RECOMMENDATION
The Board of Directors recommends that you vote FOR the proposed
Amendment of the Company's Bylaws (Proposal 2).
VOTE REQUIRED
The affirmative vote of a majority of all outstanding shares will
be necessary to approve the proposed Amendment to the Company's
Bylaws
_________________________________________________________________
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 3)
_________________________________________________________________
The firm of Glenn, Burdette, Phillips and Bryson served as
independent certified public accountants for the Company for its
fiscal year ended September 30, 2004, and this firm has been
selected to serve as the Company's accountants for Fiscal Year
2005. It is expected that one or more representatives of Glenn,
Burdette, Phillips and Bryson will be present at the Meeting,
will be given the opportunity to make a statement, if desired,
and will be available to respond to all appropriate questions.
Audit services performed by Glenn, Burdette, Phillips and Bryson
for the year ended September 30, 2004, consisted of examination
of the financial statements of the Company, certain services
related to filings with the Securities and Exchange Commission,
and consultation on matters related to accounting and financial
reporting. In addition to these services, Glenn, Burdette,
Phillips and Bryson performed certain non-audit services
consisting primarily of consultation on matters relating to the
preparation of tax returns. All such services were approved by
the Board of Directors, which has determined the firm of Glenn,
Burdette, Phillips and Bryson to be fully independent of the
operations of the Company.
INDEPENDENT AUDITOR FEES
Audit Fees. Glenn, Burdette, Phillips & Bryson ("GBPB"), the
Company's auditors during the just ended fiscal year, billed the
Company an aggregate of $15,000 for professional services
rendered by GBPB in connection with their audit of the Company's
financial statements for the fiscal year ended September 30,
2004. In addition, GBPB has billed the Company an aggregate of
$11,450 for their review of the Company's quarterly reports on
Form 10-QSB during fiscal 2004 (that is, for the periods ended
6/30/04, 3/31/04 and 12/31/03 respectively).
Financial Information Systems Design and Implementation. During
fiscal 2004, GBPB, LLP did not directly or indirectly, operate,
or supervise the operation of, the Company's information systems
or manage the Company's local area network. Nor did GBPB design
or implement a hardware or software system that aggregates source
data underlying the financial statements of the Company or
generates information that is significant to the Company's
financial statements taken as a whole.
All Other Fees. GBPB billed the Company an additional $4,691 for
professional services rendered during fiscal 2004 for services
not otherwise described above. All other fees relate to services
traditionally provided by auditors, including work performed in
connection with income tax services were compatible with GBPB's
independence.
The Company's Audit Committee has not separately considered
whether the non-audit services rendered by GBPB during fiscal
2004, as described under the caption "All Other Fees" above, are
compatible or incompatible with GBPB's independence; but the
Audit Committee has reviewed all audit work done by GBPB and
their fees as a whole, and the Company believes that GBPB's
services and fees are incompatible with their independence as
auditors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company Board of Directors recommends that the shareholders
approve the selection of Glenn, Burdette, Phillips and Bryson to
serve as certified independent public accountants for the Company
for Fiscal Year 2005. The affirmative vote of a majority of
shares voted will be required to approve this action.
_________________________________________________________________
SHAREHOLDER COMMUNICATIONS
_________________________________________________________________
Shareholders desiring to send communications to the Board of
Directors on any matter of concern may submit correspondence
addressed to: Board of Directors, Pismo Coast Village, 165 South
Dolliver Street, Pismo Beach CA 93449. c/o Mr. Jay Jamison,
General Manager.
_________________________________________________________________
SHAREHOLDER PROPOSALS
_________________________________________________________________
The deadline for shareholders to submit proposals to be
considered for inclusion in the Proxy Statement for the Company
at the Company's 2006 Annual Shareholders Meeting is August 11,
2005. Shareholder proposals submitted other than in accordance
with the foregoing will not be considered timely presented for
consideration at the annual meeting if notice thereof is given
after October 27, 2005.
_________________________________________________________________
LEGAL PROCEEDINGS
_________________________________________________________________
No pending legal proceedings against the Company other than
routine litigation incidental to business.
_________________________________________________________________
OTHER BUSINESS
_________________________________________________________________
Management does not know of any matters to be presented at the
Meeting, other than those set forth above. However, if other
matters come before the Meeting, it is the intention of the
persons named in the accompanying Proxy to vote the Proxy in
accordance with the recommendations of Management on such
matters, and discretionary authority to do so is included in the
Proxy.
NOTICE OF AVAILABILITY OF MATERIAL
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO THE SHAREHOLDERS OF
RECORD ON DECEMBER 1, 2004, THE RECORD DATE FOR ELIGIBILITY TO
VOTE AT THE ANNUAL MEETING, A COPY OF THE COMPANY'S FORM 10-KSB
REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004, WHICH HAS
BEEN FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. THE
COMPANY'S ANNUAL REPORT TO SHAREHOLDERS IS BEING DELIVERED TO
SHAREHOLDERS HEREWITH.
All written requests for the Company's Form 10-KSB report should
be addressed to:
Mr. Jay Jamison, General Manager
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449
PLEASE RETURN YOUR PROXIES
__________________________
SHAREHOLDERS ARE REQUESTED TO VOTE, DATE, SIGN AND RETURN
PROMPTLY THE ENCLOSED PROXY WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING. A RETURN, SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION
WILL BE APPRECIATED. YOU MAY, WITHOUT AFFECTING ANY VOTE
PREVIOUSLY TAKEN, REVOKE YOUR PROXY BY A LATER PROXY FILED WITH
THE VICE PRESIDENT - SECRETARY OF THE COMPANY OR BY FILING
WRITTEN NOTICE OF REVOCATION WITH THE VICE PRESIDENT -
SECRETARY OF THE COMPANY. ATTENDANCE AT THE MEETING WILL NOT IN
AND OF ITSELF REVOKE A PROXY. IF YOU ATTEND THE MEETING, YOU
MAY REVOKE THE PROXY BY ADVISING THE INSPECTOR OF ELECTIONS
THAT YOU ELECT TO VOTE IN PERSON.
PISMO COAST VILLAGE, INC.
Date: December 16, 2004 By JERALD PETTIBONE
Jerald Pettibone, President
APPENDIX A
__________
Audit Committee Responsibilities
1. External Auditor
a. Recommend auditing firm
b. Recommend renewing or terminating existing firm
c. Review compensation, terms of engagement and independence
2. Audits
a. Review external audits and management's response
b. Review internal audits
3. Financial Statements
a. Review financial statements
b. Review any disputes between auditor and management about
preparation of financial statements
c. Consider major changes or questions regarding appropriate
auditing and accounting principles and practices to be
followed when preparing the corporate financial statement
d. Review procedures of the Corporation to prepare published
financial statements and related management commentaries
4. Survey corporate assets
5. Other Duties
a. Consult with external and internal auditors about the
adequacy of financial controls to assure that the
Corporation's publicly reported financial statements are
presented fairly in conformity with generally accepted
accounting principles.
b. Meet periodically with management to review the
Corporation's financial risk exposure.
c. Report to the Board, findings as necessary.
d. Audit the internal procedures of maintaining the assets of
the Corporation and their inventories.
e. Perform other duties as requested by the Board and/or
President.