Aging through the past 40+ years it is interesting to recall certain phrases one hears over time, such as, “Permission to Speak, Sir!”, “Rule of Thumb”, “Don’t Panic”, “Listen Very Carefully, I Shall Say this only once”, or “Food, Money, Sex!”. Recently, Paul Harvey’s famous radio broadcasts “The Rest of the Story” comes to mind.
Beginning in 1976, Paul Harvey began broadcasting “The Rest of the Story” as apart of his regular newscast. “The Rest of the Story” was a short narrative which presented little-known or forgotten facts on a variety of topics and savours a key element or connection for the end. Unfortunately, with the death of Paul Harvey in 2009 the program was cancelled.
RockyView Council voted on the Aqueduct Utilities Corporation Implementation Strategy. The executive summary and course of action presented to Councillors read:
“One of the final steps in the process of implementing Aqueduct Utilities Corporation is to develop an Implementation Strategy to provide guidance for the transfer of County utility operations to a County controlled corporation. Much of the heavy lifting related to formation of Aqueduct Utilities Corporation has been completed and as shown in the 2012 Implementation Review, this corporation remains a viable alternative for managing the County’s utility operations. These operations have grown significantly over time and Administration is recommending that transferring the responsibility to Aqueduct is the best way to both achieve the goals set out by Council when the Corporation was first contemplated back in 2006 and to accommodate the increased level of administrative oversight required for utility operations”
“THAT Administration develop an Implementation Strategy for Aqueduct Utilities Corporation”
“THAT $80,000 of available MSI funding be allocated to complete the Implementation Strategy”
The Implementation Strategy will address the following matters: board establishment, unanimous shareholders agreement, utility bylaw, franchise agreements, insurance, administration support, debt acquisition, working capital, offsite levies/hook up charges, and asset transfer.
So what is the Aqueduct Utilities Corporation? It is an Alberta registered corporation that was incorporated in 2007 with the registered office being a law firm in Edmonton. Aqueduct currently only has one shareholder – Rocky View County – who holds 100 percent of the ‘voting’ shares.
Since 2007 the annual reports have been duly filed with the Government of Alberta. Aqueduct has 12 classes of shares (4 classes of Common Voting Shares, 4 classes of Common Non-Voting Shares, and 4 classes of Preferred Non-Voting Shares).
The Corporation is required to pay Preferred Non-Voting Shares annual dividends of up to 10% of the share value. These particular shareholders are guaranteed to receive 100% of their share value amount plus any unpaid dividends in the event the corporation is liquidated or dissolved. It is the directors who have sole discretion to declare dividends and complete discretion as to the amount of dividends to be paid.
Who has authority to sell shares in the Aqueduct Utilities Corporation? The directors must consent to the sale of any shares. Shares could also be sold if the shareholders approve the sale in writing.
Who can own shares in the Aqueduct Utilities Corporation? The Corporation can have a maximum of 50 shareholders, however, shares cannot be sold to the public. Shares may only be sold to “employees” of the corporation or “former employees” of the corporation. Who will be the employees of this Corporation and who will be hiring those employees? The directors? Note again that the sale of shares and the declaring of dividends are in the – sole discretion – of the directors.
Aqueduct Utility Corporation is allowed to appoint a minimum of one director and a maximum of nine directors. This could lead one to assume the nine councillors of Rocky View would be the nine directors – however, as council passed the expenditure of $80,000 and the plans to move ahead with setting up the implementation plan — Aqueduct Utility Corporation has only one director, who in fact, voted in favour of the motion. The “sole director” of the Aqueduct Utility Corporation is none other than the ex-reeve and the current Division 4 councillor Rolly Ashdown.
… and now you know the rest of the story!