SUMMARY: Bylaws establish the following notice requirements:

- Board meetings: ten-day minimum notice to Trustees and Shareholders

- Annual Meeting and any Shareholder meetings: ten-day minimum notice to all shareholders

- Notice of termination of water or voting rights: ten-day minimum notice to affected shareholder.

Notice may be given electronically, by fax or a mail service. Notice of suspension of Shareholder benefits including right to vote and delivery of water must be by US.

ARTICLE VI

TRUSTEES’ MEETINGS

Section 1. Regular Board Meetings & Notice

… The Board of Trustees may call additional Regular Board Meetings as needed, providing a minimum of ten (10) days of notice to both Trustees and Shareholders. This notice shall include the place, day and hour of the meeting and the meeting agenda.

Section 2. Special Board Meetings & Notice

Special Meetings of the Board of Trustees may be called by or at the request of the President or any two (2) Trustees. Notice of any Special Board Meeting must be given at least three (3) days in advance to both Trustees and Shareholders, except in the case of an emergency, in which case every reasonable effort under the circumstance shall be made to give immediate notice. This notice shall include the place, day and hour of the meeting and the meeting agenda.  

Section 5. Notice of Meetings

Written Notice of each Annual Meeting of the Shareholders shall be given by, or at the direction of the Secretary or person authorized to call the meeting. Notice must be provided to each shareholder to their last known address on record, by mailing or emailing a copy of the notice at least ten (10) days before the meeting. Electronic notice of a Special Meeting shall be given as soon as possible but at least twenty-four (24) hours before the meeting. The notice shall specify the time, place, and purpose of the meeting as well as a description of all items on the agenda, including any matter to be voted upon by the Shareholders.

Purpose and Scope:

Communication Policies and Procedures are to guide the Board of Trustees in their communication with Shareholders.

The intent of these Policies and Procedures are to assure that Shareholders receive required notice; are provided the opportunity to give input prior to Board decisions; have the information they need to act on decisions for which Shareholders have authority; and have confidence in the Board’s management of the Water Company.

Responsibility and Authority for Communication:

The PCWC Secretary has the responsibility and authority to assure that all notice requirements outlined in the Bylaws (see above) are followed.

The PCWC President is the corporate spokesperson and is responsible for responding to Shareholder inquiries or questions directed to the Board of Trustees. The President may delegate this authority to other members of the Board or Committee Chairs.

Individual Trustees may respond to personal inquiries directed to them about their work as they seem appropriate, and are to inform the full Board if they become aware of issues that might impact the work of the Board. Trustees are encouraged to copy the entire Board on any PCWC related communications.

III. Communication Methods:

Meeting Agendas

Trustees and Shareholders will be provided Board Meeting Agendas and Shareholder Meeting Agendas at least ten days prior to any scheduled regular meeting or Annual meeting. (There may be occasion for the Board to call a special meeting of the Board and in this circumstance notice will be given as quickly as possible.) Board Meeting Agendas in particular will provide information so shareholders can determine if they wish to attend the meeting.

Meeting Minutes

Meeting Minutes (Board, Annual and Shareholder meetings) will be drafted by the Secretary. Annual Meeting minutes are drafted by the Secretary of that year’s Board and are approved by them.

Every effort should be made to distribute minutes within 8 weeks of any meeting.

C. Welcome to new Shareholders

The Secretary will coordinate a welcome package to new shareholders to include pertinent information identified above.

The Secretary will email the welcome package to new shareholders once the Share Transfer process is completed.

D. PCWC Google Group

a. The PCWC Google Group is used to post official communications from the Board to Shareholders including Board Meeting Announcements and Agendas, Minutes, Financial Statements, as well as any other Board business. The PCWC Google Group is managed by the Secretary.

b. Shareholders may comment or ask questions of the Board that are of interest to all Shareholders either by responding to a Board posting or by making their own posting on the Google Group.

c. To participate in the Google Groups shareholders must have a gmail account, which is free and simple to set up, and give their gmail address to the Secretary so that an invitation to join the Google Group can be sent to them. They have 6 days to accept the invitation or it becomes invalid and must be repeated. The Secretary shall contact new Shareholders to invite them to join the Google Group.

d. All Shareholders are encouraged to join the Google Group. However, Shareholders who do not wish to participate in the Google Group may inform the Board of this decision, give their preferred email address to the Secretary and ask that all Board communications be sent separately to them.

e. The Google Group is intended solely for official Board business. It is not intended for general shareholder communications unrelated to Water Company business. Non-water company postings will be deleted by the Secretary.

f. A separate list of the preferred email address of all Shareholders will be maintained by the Secretary and sent to Shareholders to be used for general community communications unrelated to Water Company business.

g. The Secretary may have another Trustee act as an assistant to manage the Google Group.

F. PCWC G Mail Account

a. The official email address of the Pack Creek Water Company is: PCWC2015@gmail.com

b. This gmail address shall be used by Shareholders to contact the Board regarding matters that are official Board business of an individual or private nature that do not need to be sent to all Shareholders.

c. Shareholders shall use this gmail account to address the entire Board rather than individual Board members.

d. Shareholders shall not use Board member’s private email addresses when communicating official Board business.

e. The Secretary, or their specified assistant Trustee, shall monitor the gmail account and forward any communications to the entire Board.

Policy Review

The Secretary shall facilitate a review of Communication Policies and Procedures at least every three years

This policy further defines Article II of the PCWC Corporate Bylaws and establishes procedures for applying for and approving new water uses.  It is designed to assure:

A. That the Pack Creek Water Company has the State approved Water Rights to cover potential new uses (as of the adoption of this policy).

B. That uses are consistent with the original covenants established, and if they are not consistent, are consistent with current covenants of their Subdivision and approved by the Board of the PCWC and 67% percent of all PCWC shareholders.

C. That uses can be supported by the existing water storage and delivery infrastructure.

D. That uses do not negatively affect the quality and availability of water.

Adopted 9/3/2025 - See link for full policy and application

I. Background, Purpose, and Scope

Pack Creek Water Company acquires and distributes culinary water to its Shareholders; protects the quality of the water source for the benefit of its Shareholders; and, based on the Shareholders’ shares, delivers a proportionate share of culinary water, and other such beneficial uses as the Board of Trustees shall determine, to its Shareholders to serve the Pack Creek Service Area. The Water Company manages the Water Rights that are granted to the Company from the Utah Division of Water Rights (UDWRi) and determines the Beneficial Uses for these rights that are then filed and approved by the UDWRi. Per the Utah Division of Water Rights Election Survey of 2014, the Board of Trustees of PCWC has approved Beneficial Uses for our Water Rights. Additional Water Rights secured since the 2014 Election Survey will also be put to Beneficial Use as determined by the Board of Trustees.

II. Responsibility and Authority

Permitted uses of PCWC water include interior domestic use, outside irrigation (where approved), Ranch HOA spa house and pool, and livestock. Any use of PCWC water not specifically documented with the UDWRi as a Beneficial Use or approved by the PCWC Board of Trustees is illegal. Examples of illegal water use include using PCWC water to irrigate where no Beneficial Use has been approved (by UDWRi and/or Board of Trustees), and transporting large quantities of water from one location to another. Non-emergency use of PCWC fire hydrants without the prior approval of the Board of Trustees is also illegal. Upon approval, non-emergency fire hydrant water must be metered and total usage must be submitted to the system operator. Shareholders found using water illegally will be first given a warning. Continued illegal use will result in a $500 fine per incident. All fines will be managed per the PCWC Assessment Policy and must be paid in full by December 31st of the year in which they were assessed.

III. Policy and review

The Policy and Procedures Committee Chair shall facilitate a review of Water Meter Damage Policies and Procedures at least every three years.

Article I, Purpose, of the PCWC Bylaws specifies that the Corporation: “acquires and distributes culinary water to its Shareholders; protects the quality of the water source for the benefit of its Shareholders; and, based on the Shareholders’ shares, delivers a proportionate share of culinary water, and other such beneficial uses as the Board of Trustees shall determine, to its Shareholders to serve the Pack Creek Service Area.”

Article X, Assessments, of the PCWC Bylaws states: “The Shares of the Corporation are subject to assessment for any corporate purpose consistent with these Bylaws and as allowed in the Utah Share Assessment Act. All Shares shall be assessed equitably and equally.”

I. Background and Purpose

Purpose: The purpose of this policy is to establish what constitutes excessive use of water by an individual shareholder and what penalties will be applied.

Background: The original Covenants of the various subdivisions that make up the Pack Creek Service Area all have an Article entitled “Water”. Under the Section titled ‘Water Considerations’, the covenants all state that “to ensure an adequate supply at all times, conservation must be given the highest priority. All improvements must be designed to use as little water as practically possible.” In addition, all but one of the covenants have an additional Section titled ‘Water Delivery’. This Section states that “Each homesite will be allocated access to” either 600 (3 subdivisions) or 800 (2 subdivisions) “gallons of potable water per day. Pack Creek Water Company shall establish rates for individual lot owners to cover its costs of operating the water system serving the Property.”

II. Excessive water use and penalties:

A. Excessive Usage and Penalties: The PCWC manages and pays for the operational and capital costs of delivering culinary water to its Shareholders. In order to recoup the costs associated with ‘excessive’ water usage, and to promote reasonable conservation as outlined in covenants, the PCWC will assess individual lot owners for excessive usage as follows:

1. Annual Usage: Annual average usage of more than 800 gallons per day (GPD) will be considered ‘excessive’. Shareholders who exceed this threshold will be assessed an ‘excessive usage’ fee of $200 plus $2.00 per average gallon per day usage over 800. Shareholders who exceed an annual average usage of more than 1,000 GPD will be assessed an ‘excessive usage’ fee of $800 plus $4.00 per average gallon per day usage over 1,000.

2. Quarterly Usage: Quarterly average usage of more than 1,000 GPD will be considered ‘excessive’. Shareholders who exceed this threshold will be assessed an ‘excessive usage’ fee of $100 plus $1.00 per average gallon per day usage over 1,000.

B. Notification and Procedures:

1. The Water Company will distribute Shareholders’ Quarterly Usage Reports and an Annual year-end Report. It is the Shareholders’ responsibility to review the reports and raise any questions with the Water company by contacting the PCWC Board’s Operations Chair.

Unusual usage may be indicator of a leak which should be immediately looked into.

2. Reports will cover (start and end dates may vary slightly):

Annual year-end report: Jan 1-Dec 31.

1 st quarter: Jan/Feb/March

2 nd quarter: April/May/June

3 rd quarter: July/Aug/Sept

4 th quarter: Oct/Nov/Dec

3. Excessive water use fees will be invoiced annually, immediately after the distribution of the Annual Water Usage Report (Generally issued in January for the previous calendar year) and are due within 90 days of notice.

4. Late fees and penalties for non-payment will follow the guidelines defined in the PCWC Assessment Policy.

III. Exceptions:

A. Leaks: If it is determined excessive usage is caused by a leak within the Shareholder’s system (defined as all infrastructure on the Shareholder’s side of the water meter) and the Shareholder has promptly taken steps to identify and fix the leak, the PCWC Board of Trustees shall waive all fees. If it is determined that a Shareholder failed to address a leak in a timely manner, then the fees will stand.

a. Promptly and Timely repair: Regarding leaks, the Water company understands that finding and addressing leaks can be challenging. What the company will be considering is how quickly the shareholder takes action to address the problem. The company expects prompt and persistent attention to identifying and fixing leaks in order to waive any excessive use fee.

b. In extreme situations that might jeopardize community wide water delivery the Company may stop water delivery to a household.

B. Inaccurate Meters: The Water company monitors accuracy of meters and, if needed, replaces meters that are unreliable. However, if a shareholder has reason to believe their meter may be providing inaccurate readings on request the water company will check the meter and if it is found to be unreliable any penalty for excessive use will be appropriately adjusted.

Adopted by the Board of Trustees April 2025

Adopted by the Shareholders May 3, 2025

I. Background, Purpose, and Scope

PCWC provides each lot owner with a water meter that is located within an in ground, sealed enclosure that protects the meter from damage and freezing. Foam disks are used to insulate the meter and must be installed properly – snuggly fit horizontally at or below ground level. Lot owners and their contractors have access to the meters and occasionally fail to winterize and seal the enclosures properly after opening them up. There have been numerous instances where poorly winterized and sealed enclosures have caused damage to company owned water meters. Examples of inadequate winterization are lack of insulation, improperly placed insulation and unsecured lids. Damaged meters not only need to replaced but also result in the loss of culinary water. Sometimes leaks from damaged meters can go undetected for long periods of time.

II. Responsibility and Authority

Winterization of the meter is the responsibility of the shareholder and includes such things as ensuring insulation is properly employed and that the cover is securely fastened and winterizing. Any damage that occurs to a company owned water meter resulting from improper maintenance will be the responsibility of the shareholder.

III. Policy and review

The Policy and Procedures Committee Chair shall facilitate a review of Water Meter Damage Policies and Procedures at least every three years.

PCWC Water Service Requirement Policy

I. Background, Purpose, and Scope

The Amended and Restated Bylaws of Pack Creek Water Company (2017) define the Purpose of Pack Creek Water Company as to acquire and distribute culinary water to its Shareholders; protect the quality of the water source for the benefit of its Shareholders; and, based on the Shareholders’ shares, deliver a proportionate share of culinary water, and other such beneficial uses as the Board of Trustees shall determine. The Declaration of Restrictions (Covenants) for all Pack Creek Subdivisions and Developments within the Pack Creek Water Company Service Area state that all culinary water to the residences will come from the water right granted by Declarant, Pack Creek Enterprises, to Pack Creek Water Company. Per Subdivision Covenants, each homesite was allocated access to a specified amount of potable water per day.

II. Responsibility and Authority

The Utah Division of Water Rights requires that each residence be served by an approved water right of 0.45 acre feet (AF), each guest house an additional 0.25 AF and each acre of irrigated landscaping 5.00 AF. Pack Creek Water Company has secured sufficient Water Rights to accommodate residences for all 43 Shareholder lots within its service area. In addition, sufficient Water Rights are held to accommodate guest houses as allowed by the original covenants. The remaining Water Rights held by PCWC cover such beneficial uses as the Ranch HOA pool, livestock and landscape irrigation. The original Subdivision Covenants within the PCWC Service Area have and may be changed. If a Subdivision amends its original covenants such that additional water resources are required (e.g., subdividing land as to allow additional residences, removing and/or increasing limits on total square footage thus allowing additional quest houses, removal of prohibitions on outdoor pools, orchards, and/or excessive landscape irrigation, etc.), PCWC is not obligated to provide such additional culinary water resources. Any request for additional culinary water service would be negotiated by the Board of Trustees and require the approval of a majority of all PCWC Shareholders in good standing.

III. Policy and review

The Policy and Procedures Committee Chair shall facilitate a review of Water Service Requirement Policies and Procedures at least every three years.

From Bylaws: A summary of Bylaws that address fees and assessments

Article V Section 2 Board Responsibilities and Authorities

The Board shall have the power to: (f) set and collect shareholder fees, penalties and special assessments

Article X Assessments:

- An Annual Budget is adopted by the Board and approved at the Annual Meeting by Shareholders. The Annual Budget includes any fees and special assessments. When approving the Annual Budget, Shareholders approve these fees and special assessments.

- Board approved Annual Budget is distributed to Shareholders with the Annual Meeting Notice (At least 10 Days Before the Meeting and no more than 30 days.)

- The Bylaws, as approved by Shareholders, allow the Board to establish penalties for nonpayment including suspending voting privileges and turning off water.

- Specifically:

- Article X Section 7. Enforcement of Assessment

The Board owes a fiduciary duty to each Shareholder. Accordingly, the Board shall enforce delinquent penalties and special assessments by a) imposing a late charge, penalty, and/or interest consistent with a Schedule of Fees established by the Board; b) suspending the Shareholder’s right to vote after thirty (30) days’ written notice; c) suspending additional benefits of Share ownership, including the right to transfer Shares or to delivery of water as allowed by Utah Code § 16-4-30, after Notice and d) any other enforcement method specified in the Corporation’s Governing Documents. In any enforcement action, the Corporation shall recover the delinquent fees and assessment; any late charge, penalty or interest, and all costs of collection, including attorneys’ fees.

I. Purpose:

These policies and procedures define the PCWC fees and assessments, billing procedures and penalties for delinquent fees and assessments. The policies do not delineate the amount of fees as those are determined annually at the time the annual budget is determined.

II. Guiding Principles:

A. The PCWC Board has a fiduciary responsibility to collect fees and assure that the company can fulfill its mission of providing culinary water to Shareholders.

B. The PCWC Board is accountable to Shareholders and has a responsibility to make sure all Shareholders fulfill their financial responsibility to the Water Company.

C. The PCWC Board is responsible for assuring there are adequate capital reserves to address future water delivery needs and emergencies.

D. The Board is prepared to work out a payment plan with Shareholders to help them fulfill their financial obligation to the company.

III. Fee Structure and Determination:

A. Annually, the Treasurer completes a budget and fee structure for review and approval by the Board. A Board recommended budget and fees are presented to Shareholders for approval at the annual meeting.

B. The Board recommended fees and budget will be included in the annual meeting notice.

C. The Fee Structure may include:

1. Operational fee: an annual fee to cover all expenses necessary to maintain system infrastructure and ensure water quality, such as Operator and contractor fees. This also includes administrative costs such as accounting fees, insurance, and regulatory compliance. The operational fee is assessed to all shareholder lots.

2. Utilization fee: additional fees assessed to shareholder lots with houses. This fee represents an implied use of residential water and covers electricity costs.

3. Capital fee: an annual assessment designed to build a reserve that can be used for capital improvements and major system replacement and repair costs (See

Operational and Capital Reserve Policy).

IV. Special Assessments:

A. The Board may determine the necessity to collect special assessments for major repairs, capital improvements, efforts to secure and protect the Company’s water rights and its source, or unexpected expenses that are not covered by the budget or capital reserve fund.

B. These special assessments may occur at any time in the fiscal cycle and must be approved by a majority of the Shareholders represented at the annual meeting or at a special meeting of the shareholders.

C. Special assessment payment schedules will be defined with the assessment.

D. Unless decided otherwise by the Board and presented to the Shareholders, the penalties for non-payment of any special assessments will be the same as non-payment of annual fees.

V. Billing Procedures:

A. The Water Company’s Fiscal year runs from June 1st through May 31st.

B. Fees are billed twice annually, on June 1st and October 1st, by the Company’s accounting consultant or Treasurer.

C. Shareholders are expected to pay at least ½ of their annual Fees no later than June 30th. The remaining amount is due by October 31st. Shareholders may pay the full amount any time prior to September 30th.

D. Fees can be paid on-line at https://www.packcreekwatercompany.com/pay-your-dues

or mailed to:

c/o Adrienne Ruzic

Pack Creek Water Company

PO Box 1300

Moab, UT 84532

VI. Interest and Penalties for Late or Non-payment of Fees and Assessments:

A. A 2% monthly interest begins to accrue on all outstanding fees 1 month after the fees are due.

B. During the month prior to the application of penalties shareholders with outstanding fees will be notified via email that they are overdue, what the penalty is and when it will commence.

C. Unless all fees are paid by March 31st, For each fiscal year there are unpaid fees on a shareholder account, a one-time penalty will be applied (currently $250). This penalty is not subject to any accrued interest that is applied to outstanding fees or assessments.

D. Voting rights and eligibility for office and committee membership are forfeited if debts are not cleared within 10 days of the May Annual Meeting (closing of eligible voter rolls for the meeting). Notice will be given in writing via email to affected parties at least 30 days prior to the Annual Meeting.

E. During the month of March, Shareholders with outstanding fees will be notified via email of pending additional penalties ($250) annual penalty, ineligibility to vote or serve on the Board and potential of lien and water termination (that will be considered in June.)

F. Near the beginning of the new fiscal year (June) The Board will review outstanding fees and assessments and consider additional action including terminating water service and or placing a lean on property and suspension of ability to transfer water shares.

1. Written notice of water termination and/or the placement of a property lien will be given 30 days prior to action.

2. An additional fee (currently $250) will be charged to re-establish water service.

3. Accounts whose water service have been terminated will continue to be responsible for all fees and special assessments applied to shareholders during the fiscal year even though their water is terminated.

4. No Water Share Certificate will be transferred to a new owner until all outstanding fees, penalties, and special assessments are paid.

G. The Water Company Board may waive any or all penalties if it enters into a payment plan with a Shareholder and there continues to be a good faith effort to pay delinquent fees.

H. Should there be an unpaid balance for multiple fiscal years, outstanding penalties, and/or special assessments, any payments made to an account will be applied to the oldest invoice first.

Adopted by the Board of Trustees March 26, 2024

For easy reference on billing and penalty process see Billing and Penalty chart.

BY LAWS ARTICLE IX

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares

Certificates representing shares of the Corporation shall be signed by the President and by the Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled, except that in a case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Trustees may prescribe.

Section 2. Transfer of Shares

Transfer of shares occurs when a lot served by the Corporation is transferred to a new owner. Such transfer shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by their legal representative, who shall furnish proper evidence of authority to transfer, or by their attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

When a Shareholder sells their property, the Shareholder is responsible for requesting a transfer of their Water Share Certificate to the new owner.

Before or at the closing of the sale of the property, the Shareholder must surrender their Water Share Certificate to:

PCWC, c/o Adrienne Ruzic

PO Box 1300, Moab Utah 84532

2. Along with the original Water Share Certificate, the Shareholder must include:

A note indicating the name, address, phone number and email of the individual(s) to whom the share is being transferred.

A transfer fee of $250 by check in the name of “Pack Creek Water Company.”

3. The Shareholder must alert the PCWC Secretary that the share is being transferred and that the certificate has been mailed.

4. Once the certificate is received, the Secretary will record the share transfer and issue a new certificate signed by the President and the Secretary and stamped with the company seal.

5. If the previous Shareholder has lost or is unable to locate their Water Share Certificate, they must sign a notarized affidavit stating that it has been lost and submit this affidavit to the Secretary of the PCWC before a certificate can be issued to the new owners of the property. A $100 fee is charged for loss of the Water Share Certificate.

6. Recording share transfers is a cross-referenced and complicated procedure which must be explained by the previous Secretary to the newly-elected Secretary.

7. Newly issued Water Share Certificates must be signed by both the Secretary and President and stamped with the company seal.

8. The Share Transfer Books are to be safeguarded in the safe box which is kept by the President or the Secretary. Shareholders may elect to have the Water Company hold their Water Share Certificates for safe keeping in the Share Transfer Books. In addition, new Share Certificates issued in 2019 and later will be scanned by the Secretary and digitally archived with other Water Company records.

PCWC Non-Water Related Service Policy

From Bylaws Article I Purpose:

…The Corporation may also provide other lawful services to the Pack Creek Service Area as deemed appropriate by the Board of Trustees, or engage in any lawful act or activity for which a non-profit corporation may be organized under Utah law.

Guiding Principles

Non-Water Services are services that benefit the community, but are not directly related to the Mission of the Water company – providing culinary water to the community.

Understanding that the Pack Creek Water Company is the only legally organized corporation in the community, the Board of Directors will, on a case by case basis, consider the role the Corporation might play in supporting community -wide services.

The Board will not oversee these services, as its primary responsibility and time must be focused on the water delivery system and the protection of our water rights.

Before the Water Company will consider a role in supporting non-water services it must be clear that a majority of community members (property owners) support the service, and there is a plan to operationalize the service – including both the necessary management of the service and the financial plan to support the service.

If a proposed service meets the above criteria (D), the Board will consider:

Incorporating any billing needed for non-water related services into the ongoing shareholder billing procedures implemented by the water company the Water Company.

Hold collected money and pay bills from the money collected for the service.

Provide time to the organizers of the service to make announcements or facilitate decisions at the conclusion of the Annual Meeting.

Water Company fees will not be used to pay for services. The Board may use Water Company funds to pay an invoice to support non-water related services, but only if it there is confidence the Water Company will be fully reimbursed.

The Water Company may discontinue support of a non-water related service if it becomes clear that:

the expense of a service exceeds what is available to support the service;

there is no community member willing to manage the service; or

the time and expense of supporting the service interferes with the Company’s focus on the Mission of the corporation.

Dumpster/Trash Service

It has been determined by a majority of community members that maintaining a dumpster for the disposal of nonrecyclable trash is a valuable service. As long as the community continues to support this service and a member of the community is prepared to manage the service. The Water Company will provide the following administrative support:

Provide billing services. A dumpster fee will be included in shareholder billing. The fee is to be determined by the community member managing the dumpster and the Water Company Treasurer. The fee will be presented in the water company Budgets ad reports as a distinct category.

Receive and pay any invoices for the dumpster services.

Report to the community member managing the service on fees collected and invoices paid so they can assure we are collecting appropriate fees and manage the service effectively.

Article XI sections (b) and (c) of the PCWC By-Laws specifies that the Board of Trustees shall have the power to:

“(b) contract for and pay maintenance materials and supplies necessary for the water system of the corporation and all costs for operating such system and maintenance of the roads over which the corporation has jurisdiction; (c) provide for the reconstruction and all replacement of any portion of the water system or roadways when necessary; . . .”

Background, Purpose, and Scope

The PCWC does not own any roads within the Pack Creek area. The Road Maintenance policy and procedure is meant to facilitate access to the Company’s equipment, particularly the pump house and the large water storage tank. The primary road for this access is the privately held Desert Solitaire Rd which also serves the nine lots making up the Shanteau and M-4, Addition #3 subdivisions. The lot owners as well as the PCWC have easement rights to use this road.

The Declaration of Restrictions (Covenants) for both the Shanteau and M-4 Addition #3 subdivisions state that the lot owners of these subdivisions are responsible for the maintenance and repair of the roadway.

Shanteau Subdivision Declaration of Restrictions (4 October, 1989): “All lot owners have a right of way for ingress and egress over the designated roadway (the “Road”) across the Property and across the bridge crossing Pack Creek (the “Bridge”). Initial Lot owners will share the cost of erecting the Bridge as individually agreed by them in the purchase contracts. Lot owners will also share the cost of repairing and maintaining the Bridge and commonly used portions of the road.”

M-4 Subdivision, Addition #3 Declaration of Restrictions (6 May, 1995): “Declarant hereby grants an easement to the Owners of the Lots as described on the plat for the M-4 Subdivision, Addition No. 3. The Owners of the Lots shall be responsible to maintain any roads giving access to the property once such road leaves the roadway owned and maintained by San Juan County. Declarant is not responsible for maintenance of any roadways to the property.”

With the nine lot owners, the PCWC will share equally (1/10th interest) in the cost to maintain and repair the roadway and creek crossing of Desert Solitaire Rd from its connection to Pack Creek Rd to the driveway of M-4 Subdivision, Addition #3 Lot 4 on East Desert Solitaire Rd. The PCWC will pay the full cost to maintain and repair the continuation of East Desert Solitaire Rd up to the pump house and continuing on to the large water storage tank.

II. Responsibility and Authority

Per the covenants sighted above, the responsibility and authority to maintain and repair Desert Solitaire Road and the creek crossing falls equally between the lot owners of the Shanteau and M-4 Addition #3 subdivisions. As an occasional user of this road and crossing, the PCWC has a duty to pay its fair share of the maintenance and repair costs. However, the PCWC will not establish policy on how to monitor and determine when such maintenance and repairs are required. This should be provided by an ad hoc group made up of representatives of each named subdivision as well as one member of the PCWC Board of Trustees.

III. Policy and review

The President shall facilitate a review of Road Maintenance Policies and Procedures at least every three years.

1. PURPOSE. The purpose of this conflict-of-interest policy is to help protect the decision-making integrity of Pack Creek Water Company (“PCWC”). Assuring that there is a process to identify, assess and remedy any situation where an officer or trustee may have a conflict of interest that could influence their decision-making in a manner that may not be in the best interest of PCWC.

2. PROHIBITED ACTIONS. PCWC Trustees and Officers shall not:  

a. Use or attempt to use their official position to secure special privileges or exemptions for self or others.

b. Engage in any outside activity, employment or financial investment that undermines the purpose of the Water Company and may as a result impair their judgment regarding the faithful performance of PCWC responsibilities.

c. Participate in an official capacity or receive compensation in respect to any transaction between PCWC and any business entity in which the trustee or officer, or a shareholder of their household, is also an owner, trustee, officer, or employee without first disclosing the Conflict of Interest to the Board of Trustees.

d. Receive or agree to receive compensation for assisting any person or business entity in any transaction involving PCWC without first disclosing the Conflict of Interest as required in Section 4.

3. CONFLICT OF INTEREST. A conflict of interest is any interest of a trustee or officer of PCWC that creates an actual or potential conflict between the personal financial interests of a trustee or officer (as described below) and the best interests of PCWC. A potential conflict of interest exists whenever there is an appearance of conflicting interests, regardless of whether an actual conflict of interest has been established. For purposes of this policy, such a conflicting interest may be either restricted or non-restricted:

a. RESTRICTED CONFLICT OF INTEREST. A restricted conflict of interest arises when a matter that comes before the PCWC Board of Trustees has a direct or indirect financial impact on a trustee or officer of PCWC, which is materially different than the financial impact on other shareholders of PCWC. For these purposes, a direct financial impact results from the trustee’s or officer’s, or a direct family member’s (life partner, spouse, parent, sibling, child or grandchild), ownership of, investment in, or other beneficial interest in real or personal property that would be affected by a decision of PCWC and result in pecuniary loss or gain to the trustee, officer or family member. Such a restricted conflict of interest includes, but is not limited to, any circumstance where PCWC may contract with or otherwise do paid business with a trustee, officer, or family member (defined above).

b. NON-RESTRICTED CONFLICT OF INTEREST. A non-restricted conflict of interest arises when a matter that comes before the PCWC Board of Trustees has a financial impact on a trustee or officer of PCWC that is substantially the same as the financial impact on other shareholders of PCWC or a clearly identifiable group of similarly situated shareholders. For these purposes, a financial impact results from the trustee’s or officer’s ownership of, investment in, or beneficial interest in real or personal property that may be affected by a decision of PCWC in a way that may result in pecuniary loss or gain to the trustee or officer.

c. In the event of a disagreement among the trustees or officers of PCWC about the existence of a conflict of interest, or about whether the conflict is restricted or non-restricted, the Board shall be empowered to resolve the controversy by a majority vote of all Trustees.

4. DISCLOSURE requirements for restricted and non-restricted conflicts. 

a. Disclosure Required: All PCWC trustees and officers shall disclose all restricted and non- restricted conflicts of interest both by written disclosure statement and orally as follows:

i. Procedure:

1. PCWC trustees and officers shall so disclose conflicts of interest (both restricted and non-restricted) prior to any discussion or deliberation related to the conflict of interest at meetings of the Board of Trustees or shareholders.

2. Written disclosure statement: PCWC trustees and officers are responsible for filing and updating a disclosure statement (attachment A) to this policy with the PCWC Secretary on an annual and as-needed basis.

3. It is the duty of the PCWC Secretary to remind PCWC trustees and officers of this obligation in June of each year.

ii. The Disclosure Statement shall be filed: 

1. within thirty (30) days of being elected to the Board of Trustees or designated as an officer of the Board.

2. prior to the date of any agreement to provide assistance or receive compensation for assistance in transactions involving PCWC; or

3. prior to a meeting at which a transaction involving a conflict of interest is included on an agenda of a relevant PCWC Board or Shareholders meeting, if not previously disclosed.

4. In the event the Board of Directors believes a PCWC trustee or officer may have an undisclosed conflict of interest, after discussion of all material facts with the interested trustee or officer, the Board may request the interested trustee or officer leave the meeting while the Board determines the scope of the Conflict of Interest by majority vote

5. RECUSAL OR ABSTAINING from discussion and voting:

a. RESTRICTED CONFLICT: After first making the necessary disclosure, PCWC trustees and officers with a restricted conflict of interest shall recuse themselves from discussions, deliberations, decision-making, and voting at meetings of the Board of Trustees or shareholders relating to the restricted conflict.

b. NON-RESTRICTED CONFLICT: After making the necessary disclosure, PCWC trustees with a non-restricted conflict of interest may participate fully in discussions, deliberations, decision-making and voting of the Board of Trustees or shareholders on the subject matter giving rise to the conflict.

c. RECORDATION of Disclosure and Recusal: The Secretary shall maintain copies of the Disclosure Statements each year (and for two years thereafter) and enter each disclosure and recusal in the minutes of the meeting.

6. VIOLATION.

a. Any accidental violation of this Policy shall be cured as soon as possible.

b. In the event a PCWC trustee or officer did not properly disclose and recuse themselves for a restricted conflict of interest, PCWC shall void the action of the company and re-consider the proposed action.

c. In the event that the PCWC Board of Trustees determines by formal vote that a PCWC trustee or officer knowingly and intentionally violated this Policy, the violation shall be deemed a breach of the trustees’ or officers’ duty to PCWC, and the Trustee shall be subject to removal from the Board, pursuant to the procedure set forth in the PCWC Bylaws.

d. The Board, with majority consent of the members, may consult with legal counsel, regarding conflict-of-interest issues.

This Conflict-of-Interest Policy was adopted by a unanimous approved at a meeting of the Board

of Trustees on February 1,2023.

Attachment A

Conflict-of-Interest Disclosure Statement

A. I have the following NON-RESTRICTED CONFLICTS OF INTEREST:

B. I have the following RESTRICTED CONFLICTS OF INTEREST:

C. I have the following additional affiliations with business entities that do or may do business with PCWC (nonprofit or for-profit, ownership, directorship, employment, agreement, investment, etc):

D. I have the following additional personal affiliations that may affect PCWC business or my duties to PCWC:

E. For purposes of judging conflicts of interest, the following individuals are my life partner, spouse, parent, sibling, child or grandchild:

F. My primary business or occupation at this time is:

Acknowledgment

I have read and understand the Pack Creek Water Company’s Conflict-of-Interest Policy and agree to be bound by it. I will promptly update this Disclosure Statement and file the same with the PCWC Secretary in the event of any Conflict of Interest that arises after the date below.