Update 1/4/20: Congratulations to the new board member Giles Howard and to Mark Armstrong and Randy Joly on their re-elections.

A few members included their ballots for the Resolution in the envelope for the Board of Directors’ election. These had to be discarded. If this applies to you please call 928-445-5606 to get a replacement ballot. Ballots for the Resolution will be counted on Monday January 20 at Gabby’s Kitchen at the above address.

Update 12/18/19: Ballots have been mailed for the Board of Directors elections for the existing and new companies. Both ballots (one white, one yellow) need to be returned by December 30 in the one return envelope provided. If you haven’t received the ballots yet you can call 928-445-5606 to request a resend.

An additional Ballot for voting on the Resolution to transfer assets from the old company to the new company is going out this week. They also must be returned in the envelope provided by January 17. If you don’t receive one by December 27, you can call the number cited above.

The Articles of Incorporation (AOI) and Bylaws of the new company are on the icrwua.com website. You can also email to request hard copies or pick up copies at 302 W. Willis Street, Suite 203.

There have some commonly repeated questions that we would like to address, as these appear to be areas of concern:
• Inscription Canyon Water Company has been formed. Links to its AOI and Bylaws are below. With this completed, we are confident of staying within the estimated $30K legal costs of the project.
• The unlimited liability of ICRWUA to The Lots1-180 ARC (even if the ARC is non-functional) has been discussed since the mid-2000s.
• The only purpose of the ICWC is to remove the ARC liability from the water company.
• Under Arizona law, there is absolutely no difference between a not for profit company or association as far as the rights of members and their control over either of them or in any other matter.
• The only significant differences between the AOIs and Bylaws were caused by changes in AZ law since 1995 and the removal of the ARC. There also has been a reorganization of chapters in parts of the documents to comply with ACC guidance/templates.

UPDATE: Ballots will be mailed in early December. Ballots for the Board of Directors will be mailed first. A few days later ballots for voting on the Resolution for transferring of assets will be mailed. Board ballots are due by December 30. Resolution ballots are due by January 13.

ORIGINAL FOLLOWS:

It has been a long-time goal of the Association to legally separate ICRWUA from the ICR Units 1-3 Architectural Review Committee. The liability and associated costs to all members of the Association in the current arrangement are unlimited. Our legal counsel has advised us that forming a new company and transferring the assets and liabilities is the best method to accomplish that goal. The following is the process we are using to form the new company, Inscription Canyon Water Company (ICWC), and to transfer the assets and Certificate of Convenience and Necessity (CC&N) from ICRWUA to ICWC.

To get this started, we needed to form a new corporation. The initial directors named in the Articles of Incorporation were the directors of ICRWUA at the time the articles were drafted. By request of the ACC the Bylaws of the new corporation were based on the Bylaws of ICRWUA with minimal changes. Three new directors for both companies will be elected in December and take office in January.

Documents for the new company:
Articles of Incorporation – New Water Company
Original Bylaws of Inscription Canyon Water Company

As we announced at the last few meetings, we will be accepting comments on the AOC and Bylaws. However, until we receive ACC approval we will only be making changes that are typographical errors or statutory errors that have been verified by legal counsel in consultation with the ACC. Remember by request of the ACC the only purpose of this transaction is to remove any legal connection of the ICR Units 1-3 ARC to the Water Company.

In December, you will be receiving ballots to elect 3 directors to the Boards of both the old and the new companies. Ballots must be returned by December 30. Because of the uncertainty of the timing of ACC approval the common Boards will be governing both ICRWUA and ICWC until the transfer is complete.

You will also be receiving a ballot to vote on a resolution to transfer (or sell) the assets of ICRWUA to ICWC. If more than 50% of votes are in favor of the transfer, the ACC will be holding a public hearing on the transaction before voting on its approval. And if approved, at that point the transfer will occur and all members of ICRWUA will become members of ICWC.

Asset Sale Agreement
Member Resolution

At the time of that transfer there will be a one-time opportunity for the ICRWUA to be renamed and become the governing body for the Units 1-3 ARC. The ACC insists that the Association be renamed without the word “Water” in the name. If the owners of ICR Lots 1-180 show sufficient interest in following that course the ICRWUA Board will fund the process and hold a vote to elect new Directors from lots 1-180 to that Board which at that point will have no connection to ICWC.

Reference material
Comparison of Bylaws of ICR Water Users Association and Bylaws of new water company
Bylaws thru the fifth amendment
Amendment 6 to the Bylaws
Amendment 7 to the Bylaws
Amendment 8 to the Bylaws