ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

OF THE ROCKVILLE PIPELINE COMPANY

 

STATE OF UTAH                 )

: ss

COUNTY OF WASHINGTON    )

 

 

          Louise V. Thompson and Elaine M. Harris, being first duly sworn, upon their oath depose and say:

that they are the vice president and secretary, respectively, of the Rockville Pipeline Company, a corporation of the State of Utah.  That in compliance with the provisions of the Utah Code Annotated 1953, as amended, in regard to Non-Profit Corporations, and all acts amendatory thereof and in addition thereto, a meeting of the stockholders of said corporation, duly called for that purpose, with notice published as required by law, was held on the 26th day of October, 1974, at Rockville, Washington County, State of Utah.

 

Rockville Pipeline Company has 103 shares outstanding and entitled to vote and that at the above mentioned meeting a quorum was present and that 80 shares, being in excess of two-thirds of the shares entitled to vote at such meeting either in person or represented by proxy, voted for and

no share voted against the amendment to the Articles contained herein.  At said meeting the following amendments to the Articles of Incorporation of said corporation were duly adopted, namely:

 

All of the previously amended Articles of Incorporation, together with any amendments thereto heretofore made, consisting of twelve articles, numbered from one to twelve, inclusive, are amended and rewritten into fifteen articles numbered from one to fifteen, inclusive, as follows:

 

 

ARTICLE 1

Name

 

The name of the corporation shall be the ROCKVILLE PIPELINE COMPANY.

 

ARTICLE 2

Duration

 

The term for which the corporation is to exist is one hundred years from the date of adoption of this amendment, unless sooner dissolved according to law.

 

ARTICLE 3

Principal Place of Business

 

The principal place of business of the corporation shall be at Rockville, Washington County, utah.

 

ARTICLE 4

Pursuit or Business and Powers

 

The pursuit or business of the corporation and the powers thereof shall be to acquire, own, control, manage, operate, regulate, maintain, distribute, buy, lease, and sell through and among its stockholders waters from springs, natural streams, canals, reservoirs, rivers, irrigation and distribution systems and other sources of supply, and to own, hold, buy, sell, control, lease, cultivate improve, and otherwise deal in lands in the State of Utah: to own, buy, sell, and deal in mortgages, trusts, deeds, bonds, liens, securities, and other equities connected with or pertaining to lands and irrigation systems, and to own, construct, and operate reservoirs; to acquire, own, hold, and sell and dispose of rights of way, easements, canals, laterals, and diverting works all insofar as such pursuit shall be necessary or desirable in carrying out the objects and purposes of this corporation.

 

To acquire, own, and distribute culinary and domestic water and to own, maintain, repair, operate, buy, and sell pipelines and domestic and culinary water distribution systems of all kinds, and to regulate the distribution of such water through the Board of Directors of this corporation, and by and through such Board to charge such water rates and collect the same in such time and manner and in such amount and on such conditions and through such procedures as said Board may determine or as may be provided in the bylaws of corporation, provided, however, that separate types of stock upon vote of two-thirds of the stockholders, be provided for domestic and culinary water users, and provided, further, that the rate charged for domestic or culinary water shall bear a reasonable relationship to the cost of distribution of said water and the operation and maintenance of the domestic or culinary water system, as well as the acquisition and improvement or expansion of water rights and/or facilities therefore.

 

To borrow money, and to make and issue notes, bonds, debentures, obligations, and evidences of indebtedness of all kinds whether secured by mortgage, pledge, or otherwise, and to secure the same by mortgage, pledge, or otherwise of corporate property, and generally to make and perform agreements and contracts of every kind and description.

 

To do all and every thing necessary, suitable, and proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers herein - before set forth, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or pertinent to or growing out of or connected with the aforesaid business, pursuit, or power, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

 

In addition to the objects and purposes above expressed, the corporation shall have power to create, build, maintain, widen, change, construct, repair, acquire, sell, or otherwise dispose of and grade streets and alleys, canals, ditches, flumes, reservoirs and storage and distribution systems, and to acquire land, property and rights of way for any or all of said purposes, by proceedings in eminent domain or in any other manner, insofar as the same now are or may hereafter be permitted and authorized by the laws of the State of Utah.

 

The corporation shall have the further power to build, operate, and maintain ponds and reservoirs where necessary to or connected with the main purposes of distributing irrigation and domestic or culinary water to its stockholders, and shall have power as an incident thereto to generate and distribute electric power to its stockholders with all powers necessary or incident thereto.

 

The corporation may exercise any powers, without limitation whatsoever, which a corporation may legally exercise under the Utah Non-Profit Corporation and Co-Operative Association Act, under which this corporation is formed.

 

ARTICLE 5

Capital Stock

The total authorized capital stock of this corporation shall consist of and be divided into two hundred (200) shares of a par value of $100 each. One share of the capital stock of the corporation shall be required as a prerequisite to each connection to the distribution system of the corporation.

 

          The common stock shall be issued for such consideration, but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. In the absence of fraud, the judgment of the Directors as to the value of any property or services received in full or partial payment for shares shall be conclusive. When shares are issued upon payment of the consideration fixed by the Board of Directors, such shares shall be taken to be full paid stock.

 

ARTICLE 6

Assessments

The full paid stock of this corporation has in the past been and shall in the future be, subject to assessments for any purpose consistent with the objects and purposes of the corporation as herein expressed in such manner and such amount as may be determined by the Board of Directors. Provided, however, that no assessments shall exceed the sum of ten percent of the par value of the outstanding capital stock of the corporation unless a majority of the stockholders of such outstanding shares shall authorize a larger than ten percent assessment at a regular or special meeting called for that purpose, provided, however, in the case of full paid stock, all stock subject to assessment must be assessed equally.

 

          The manner of levying and collecting assessments, including the installation of meters on the domestic or culinary system or the imposition of a regular monthly charge for water from the domestic or culinary system, shall be as hereafter provided by the bylaws of the corporation.

 

ARTICLE 7

Officers and Directors

For the management of the business, and for the conduct of the affairs of the corporation, and for the further definition, limitation and regulation of the powers of the corporation and its directors and stockholders, it is further provided:

          The number of directors shall be as specified in the bylaws of the corporation and such number may, from time to time, be increased or decreased in such manner as prescribed by the bylaws.  In no event shall the number of directors be less than five (5) nor more than thirteen (13). The bylaws may divide the directors into three classes for election purposes.

 

          No contract or transaction between this corporation and any of its directors, or between this corporation and any other corporation, firm, association, or other legal entity shall be invalidated by reason of the fact that the director of the corporation has a direct or indirect interest, pecuniary or otherwise, in such corporation, firm, association, or legal entity, or because the interested director was present at the meeting of the Board of Directors which acted upon or in reference to such contract or transaction, or because he participated in such action, provided that the interest of each such director shall have been disclosed to or known by the Board and a disinterested majority of the Board shall have nonetheless ratified and approved such contract or transaction.  Such interested director or directors may be counted in determining whether a quorum is present for the meeting at which such ratification or approval is given. If the vote of such interested director or directors is, or was, necessary for the approval of such contract or transaction, then such contract or transaction shall, with disclosure of the directors' or director's interest, be submitted for the approval or ratification of the stockholders.

 

          The officers of the corporation shall be a president, a vice president, and a secretary and treasurer. The president and vice president shall be elected by the directors from among themselves the secretary and treasurer may or may not be a director or stockholder, but is to be appointed by the directors.

 

          No person shall be elected into the office of director who is not a stockholder in the corporation. 

 

          The time and place of the annual stockholders meeting shall be fixed by the bylaws.

 

          In all stockholders meetings each stockholder shall be entitled to one vote for each share of stock owned by him.

 

          The officers of the corporation shall perform such duties and be vested with such powers as generally appertain to such offices and as may be stated or required of them by the bylaws or by the Board of Directors. One or more directors or the entire Board of Directors of this corporation may be removed from office with or without cause, by vote of a majority of the stock of the company entitled to vote at any annual or at any special meeting called for that purpose. Vacancies so caused, or caused by the death, resignation, inability to act, or otherwise may be filled at such meeting by a majority vote of the stockholders, or by a majority vote of the remaining directors.

 

ARTICLE 8

Quorum

          A majority of the issued and outstanding stock of the corporation represented in person or by proxy shall constitute a quorum at all stockholders meetings and a majority of the entire Board of Directors shall be necessary to form a quorum and be authorized to transact business and exercise the corporate power of the corporation.

 

ARTICLE 9

Property Not Liable

          The private property of the stockholders of this corporation shall not be subject to the payment of the corporate debt in any amount or to any extent whatever, except that the stock of the corporation shall be subject to Assessment as provided herein.

 

ARTICLE 10

Amendment of Articles

 

This corporation reserves the right to amend, alter, change, augment, or repeal any provisions contained in this certi ficate of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

 

ARTICLE 11

Adoption of Bylaws

The stockholders, by the affirmative vote of a majority of the stock issued, outstanding, and entitled to vote, may make, alter, amend, augment, or repeal the bylaws of the corporation without notice at any regular meeting or at any special meeting if notice thereof be contained in the notice of such meeting, such notice to specify the nature of any contemplated change in such bylaws.

 

ARTICLE 12

Fiscal Year

 

The fiscal year, unless and until changed by the bylaws, shall be from January 1 to December 31 of each year.

 

ARTICLE 13

Preemptive Rights

Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock of the corporation shall have a preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing rights or options to subscribe for purchase, or otherwise acquire such shares.

 

ARTICLE 14

Transfer of Shares

 

No share of stock shall be conveyed or transferred except as provided in the bylaws and as provided by law.

 

 

 

 

 

Attest: