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.
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.
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.
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
There is an entirely erroneous rumor circulating about Board of Directors meetings. There is no notification requirement for a Board of Directors meetings nor is there a requirement for them to be open to members. There is a requirement for a least 10 days written notice for Meetings of the members of the Corporation. The meeting scheduled for October 1st is a Board of Directors meeting not a members meeting. The Meetings Section of the Corporate Bylaws is quoted below. Paragraphs 1-4 cover member’s meetings. Paragraph 5 covers Board of Directors meeting. It is in compliance with state law. Again the October 1st Meeting is a Board of Directors Meeting thus no notification is required.
The agenda for the meeting is to select a new Director to fill an opening. The other item has been talked about at all meetings for well over a year. It is the first step in a process to legally separate the water company from the ICR lots 1-180 Architectural Review Committee. This first step is a resolution allowing the Water Association Board of Directors to move forward on a Asset Purchase and Sale Agreement. This step is required by the Arizona Corporate Commission (ACC) and is contingent upon approval by a vote of the members and approval of the ACC after a public hearing. The resolution is available on the link below the meeting announcement on the website. The Asset Purchase and Sale Agreement is still a rough draft and will be available when it has gone through ACC review.
ARTICLE V – MEETINGS
1. Annual Meeting
The Annual Meeting of the Corporation members shall be held every year on the third Saturday in February, unless otherwise determined by the Board of Directors. It shall be held within the State of Arizona, at a place and hour selected by the Directors. At the meeting, the members are to hear the report of the Treasurer and to transact such other business as may properly come before the meeting.
At the Annual Meeting, every member shall be entitled to vote in person or proxy. A complete list of eligible voters shall be prepared by the Secretary, and notice sent to each member at least seven(7) days prior to the meeting along with notice of time and place of meeting.
Meetings will be conducted according to Robert’s Rules of Order. The order of business at the Annual Meeting shall be as follows:
(a) Calling meeting to order;
(b) Proof of notice of meeting;
(c) Reading of Minutes of last Annual Meeting;
(d) Reports of Officers;
(e) Reports of Committees;
(f) Miscellaneous Business.
2. Special Meetings of the Corporation
Special Meetings of the members of the Corporation may be called at any time by a majority of the Directors. Upon written application of the more than fifty percent of the members of the Corporation, the Board of Directors shall be informed as to the time, place and purpose of the Special meeting. All Special Meetings of the members shall be held within the State of Arizona. Business transactions at all Special Meetings shall be confined to the objects stated in the Notice.
3. Notices of Corporate Members Meeting
A written or printed Notice of all Annual or Special Meetings of the Corporate members, stating the place, day, hour, and purpose thereof, shall be given by the Secretary, or in the case of his or her absence, incapacity, or refusal, by a person designated by the Board of Directors, at least seven (7) days before the date of the meeting to each Corporate member, by leaving such Notice with the Corporate member at his or her place of residence or usual place of business, or by mailing the same postage prepaid, directed to him at his address as last recorded on the books of the Corporation.
4. Quorum for Corporate Members Meeting
All Corporate members present at any properly noticed meeting, in person or by proxy, shall constitute a quorum for the transaction of business. The vote of the majority of any quorum shall be sufficient to transact any business, except as may be otherwise required by the provisions of the Articles of Incorporation. No proxy which is dated more than sixty days before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting. Proxies must be filed with the Secretary prior to or at the beginning of the meeting at which the proxy is to be voted.
5. Meetings of the Directors
A quorum for a Board Meeting shall be 51 percent of the Board’s membership. A regular meeting of the Board of Directors shall be held in every year as soon as may be after a Special Meeting of the Corporation members, or after a Special Meeting of the Corporation members in lieu of such Annual Meeting, for the election of Officers and such other business as may properly come before each meeting. The Directors shall have regular meetings as designated by the President.
Due to the resignation of Director Blake Hewitt there is an opening for a new Director. If you are interested, please use the Contact Page to send us a short statement on your qualification by September 30. Remember you must be a member of the Association and have resided in the District for at least 6 months. The new Director will be selected at the October 1 Special Board Meeting.
We have determined that our Bylaws are inconsistent with ARS 10-3141 thus ARS 10-3141 governs.
ARS 10-3141 Notice
Congratulations to the new board member Chris Peck and to Bob Hilb on his re-election.
• ICRWUA owns only 1 well field, the TRR well field – the ICR well field is leased with the lease to be amended in 2020
• East side of WVR high pressure system, west side gravity system
• West side has little redundancy, number of single points of failure
• Transmission mains are a single point of failure for both sides
• WC and TRR developers are obligated to provide additional water capacity if required for any new sections
• Rates are set by ACC based on costs, ICRWUA cannot change rates without ACC review and approval
• Golf course water is delivered to holding ponds for distribution by TRR with no cost or responsibility by ICRWUA
• TRR owns a very high capacity well field that it holds for future use
• Increased accuracy – pay for what you use
• Old meters – over the last 3 years of testing 23% of meters exceeded a 3% error rate and had to be replaced
• New meters accuracy error rate better than 1%
• Leak detection – alert customers much sooner
• More resistant to tampering
• 20-year warranty vs old 5-year warranty
• EPA recommends replacing at 15-20 year
• ICRWUA connected to ARC by ICR Units 1-3 CC&Rs
• ICRWUA liability has been discussed by many previous boards but never addressed
• Liability extends to all member not just to those in Units 1-3
• Recent lawsuit identified the extent of liability which caused the Board to act
• Similar developments (ICR Units 4-5 and Granite Oaks) disbanded their ARCs with no adverse effects
• First step was the recent ICRWUA Board disbanding the ARC
• Entire system becomes gravity fed
• Increased fire flow capacity and volume
• Improved redundancy, reliability, and maintenance
• Reduced power loads and electricity expenses
• Improved supervisory control and data acquisition (SCADA) would be installed
• All costs to be incurred by TRR
The new meter installation is almost complete. Training for the electronic reading and billing system was completed the week of September 17th. We would now like to clear up some misinformation and misconceptions about the new meters.
Although the new meters cost more than the old meters, they have a 20-year warranty whereas the old meters only had a 5-year warranty. As Mr. Stoner pointed out, a number of meters have had to be replaced each year because they were more than 3% in error [average of over 14 per year for the last 3 years–Ed.]. Those replacements have been increasing as the meters age. The major savings we get for replacements is from those meters with a 3% or less error that were not replaced.
The new meters have much better accuracy, less than 1%. That is where the major savings for the Association, in everyone paying for the water they actually use. As meters get older they record less water than actual use. Also, they do not record a slow drip which uses about 450 gallons a month. However, the new system detects leaks, in some cases within 24 hours. It can also help detect the leaking system in your home by identifying the time of the day when the leaks are occurring. They also are more resistant to tampering. Waiting longer to install meters would only get more expensive due to the growth of the association. Prior Boards should have been installing electronic meters, which would have significantly reduced the cost of our current installation. We plan on reselling the old meters to recoup some of our costs.
In the past, the Association has had multiple homes with leaks each month. Large increases in usage were only identified during the monthly meter readings and home owners were notified as soon as possible. The process of identifying the cause of a large increase can be frustrating and time consuming. Because of our rocky soil, many of these large leaks leave no evidence; the ground may not even look damp. As stated previously, the new system can help in this process by reporting the time of day and patterns in the leaks.
Most people are completely surprised at the amount of water, and its cost, of common types of leaks. Below are the average number of gallons that common leak types cause:
• Dripping faucet 450 Gal/month
• Leaking Toilet @1/2 GPM = 21,600 Gal/month
• Drip Irrigation Leak @1 GPM = 43,200 Gal/month
• Unattended Water Hose 1 night @10 GPM = 9,000 Gal/night
Typical high usage activities:
• Watering Garden for 2 hours a day @ 5 GPM = 18,000 Gal/month
• Watering Garden for 2 hours a day @ 10 GPM = 36,000 Gal/month
• Sprinkler 1000 gal/hour
The ICRWUA is proud to annouce the move to an updated meterng system that will be a radio read system. This system will allow us to not only move to a digital read, but also a system that offers advanced leak detection and alerts to help us elminate accidently wasting water in our community. The accurracy of this system, along wth the software, offers us an invaluable source of information as we navigate the current dry spell and beyond. This upgrade in technology will greatly enhance our Water Conservation Goals.
We have chosen to partner with Frontline Waterworks & Master Meters to install a 3G Mobile Automated System. Their experience and high standard of performance as providers of advanced digital water metering, data delivery, and Utility Intelligence software are the primary reasons.
Phase 1 of the change-out in meters was accomplished in May as 100 meters were replaced on the West side of Williamson Valley Road. Phase 2 begins in June and will entail replacing Commercial Meters, another 200 meters (on the West side of Williamson Valley Road) and the purchase of a mobile computer to read and program the meters as well as training. If all goes as planned, training should be complete by the end of August and the final Phase that will install the final 320 meters on the East side of Williamson by the end of the year.
The main advantage of these meters to the community is not that they are radio read, although they will greatly reduce mis-reads, re-reads and billing errors. Rather, it is the accurracy and the alert capabilities. Looking at them in your meter box at the street, one will still see the usual analog dial measuring the flow of water. When it comes time to read the meter, not only is the amount of usage transmitted, but also a system of alerts that will tell us if the meter has been running for hours without stopping (leak detection). The ICRWUA is discussing the idea of regular drive bys just to capture the alerts and maximize the ability to prevent small leaks from becoming bigger ones. The system will also be able to read a back-flow, preventing water theft.
A system with those capabilities does come with some cost. In this particular case, the payback comes from the accurrracy of the meters. Not only is the community going to be able to save water by preventing unknown waste, but the accuraccy of the meters should result in a 3% increase in water read and billed. At 2017 revenue levels, that puts the payback at 10 years, which also equals the warranty period of the new units.
New water meters equals a recalibration and a tighter water system that is responsive to leaks on both sides of the meter.
Congratulations to the new board members Rob Elsroad, Blake Hewitt, and Randy Joly.
Election ballots will be counted on January 10th at 10 am and the results will be posted here later that day.
Since a few members may not have received the original Notice of Election, an updated Notice has been mailed to all members. The only significant changes to this notice is to delay the due date for nominations and adjust the election dates correspondingly. Due to the delay, we have decided not to consider an online election this year. If you have already submitted a nomination you do not need to re-submit.
All nominations must be received at Wallace & Associates Income Tax & Accounting Service, 302 W. Willis Street, Suite 105, Prescott by 5 PM on November 30, 2017. If more than three nominations are received there will be an election and eligible voters will receive a Ballot by mid-December 2017 requesting votes for no more than three (3) candidates. The three candidates receiving the most votes will be elected for the two-year terms. Ballots must be received in the company’s Business Office listed above before 5 PM on Tuesday, 2 January 2017.
If you do not receive a ballot by December 15, you can call (928) 445-5606 or email icr.elections@gmail and we will fax or email you a duplicate ballot. You can also appear in person at the Wallace and Associates offices and fill out a replacement ballot. For security reasons we will only email your ballot to the email address you used to register on the website or at icr.elections@gmail.
The new Directors will assume office at the January 2018 ICR Water Users Association Board of Directors meeting.