AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LIBERTY PIPE LINE CO (A Utah Nonprofit Corporation) THE UNDERSIGNED, pursuant to the authority set forth in Utah Code Ann. 16-6a- 101 et seq., (the Act ), hereby revoke the Articles of Incorporation dated December 20, 2005, and adopt the following Amended and Restated Articles of Incorporation: ARTICLE I NAME The name of the Corporation is LIBERTY PIPELINE COMPANY (hereinafter the Company ). The Company is a Utah Non-profit Mutual Benefit Corporation. ARTICLE II DURATION The duration of the Company shall be perpetual unless otherwise dissolved as provided for in the Act. ARTICLE III POWERS AND PURPOSE In furtherance of and in no way in limitation of the powers now or hereinafter conferred upon non-profit corporations under the Act, the nature and business of the Company and the objects, purposes, and powers to be transacted, promoted, exercised or carried on by it are as follows: A. To own and acquire by appropriation, purchase, condemnation, lien, lease, contract or otherwise, any and all real and personal property, including, without limitation water rights and water stock. To store, supervise, regulate, control, divide, and distribute water on a 1
non-profit basis only to the members of the Company for use within the service area of the Company. To sell, lease and otherwise dispose of any and all real and personal property. B. To own water diversion, distribution, measurement and storage facilities useful to the distribution of water to its members. C. To issue bonds and other forms of indebtedness, to convey its assets as security for loans and make and perform contacts of any kind and description including, without limitation, contracts with the State of Utah or any agency or department thereof, or the United States of America or any agency or department thereof, for the purpose of borrowing money, acquiring water and water rights, and for the use, joint development of and/or the construction, repair, improvement, modification, repair and replacement of all water diversion, transportation, distribution, measurement, and storage facilities. D. To engage in any lawful activity for which a non-profit corporation may be organized under the Act. ARTICLE IV MEMBERSHIP AND CLASSES Membership in the Company shall be evidence by the issuance of membership shares. Owners of membership shares in the Company shall be referred to as members. There shall be three (3) classes of membership in the Company designated as Class A, Class B and Class C. The Company shall have the authority to issue up to 1,000 Class A memberships, up to 500 Class B memberships and up to 100 Class C memberships. Each membership share in the Company shall have a par value of $1.00. All membership shares shall be issued as book-entry 2
shares. No written certificates shall be issued. The three (3) classes of membership shall be defined as follows: Class A membership shares shall represent the right to use water for the domestic purposes of one full-time single family residence including indoor culinary use, irrigation of up to one-quarter of one acre (1/4) of land and stockwater for up to five (5) ELU (an ELU is an equivalent livestock unit as defined by the Utah State Engineer, one ELU is equal to one horse or one cow). Each Class A membership shall entitle the member to use water from one domestic connection as set forth in the Bylaws and Rules and Regulations of the Company. Class A membership shares shall be appurtenant to the real property upon which the water is used as set forth in the Bylaws and Rules and Regulations of the Company. Class A membership shares are not convertible to any other class of share. Each Class A member shall be entitled to one (1) vote. Class B membership shares shall represent the right to use water for commercial and industrial purposes including multi-unit residential buildings. Each Class B membership shall entitle the member to use water from one commercial connection as approved by the Board and as set forth in the Bylaws and Rules and Regulations of the Company. Class B membership shares shall be appurtenant to the real property upon which the water is used as set forth in the Bylaws and Rules and Regulations of the Company. Class B membership shares are not convertible to any other class of share. Each Class B member shall be entitled to one (1) vote. Class C membership shares shall represent development shares. Class C shares represent the right to future water delivery but do not entitle the member to current water delivery. Class 3
C membership shares may be converted to Class A membership shares pursuant to application and approval of the Board of Directors as set forth in the Bylaws and Rules and Regulations of the Company. Class C membership shares are non-voting. Membership shares shall be issued to the owners of property within the service area of the Company as shall first be approved by the Board, in conformance with the Bylaws and Rules and Regulations of the Company. ARTICLE V TRANSFER OF MEMBERSHIP SHARES Transfers of membership shares shall be made only upon the transfer books of the Company as maintained by the Company or the respective designated transfer agent. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem necessary and expedient concerning the transfer of shares of Company stock not inconsistent with these Articles and the Act. Class A and Class B membership shares shall not be separated from the lot or property to which they are deemed appurtenant or transferred for use on any other lot or property without the express prior written approval of the Board of Directors. Should any member refuse to transfer any membership share with the member s lot or property to which it is appurtenant, the Board of Directors may elect to cancel the membership associated with said lot or property and issue a new membership to the lawful grantee of the lot or property; whereupon, said grantee shall be entitled to all rights of a member in the Company. ARTICLE VI USE OF WATER Each Class A and Class B share shall represent an interest in and right to use the water 4
available to the Company pursuant to the Company s water rights in the quantities set forth in the Bylaws and Rules and Regulations of the Company and as determined by the Board of Directors subject to these Articles, the Company Bylaws, and all applicable laws governing the use of water. Class C shares do not represent a current right to receive and use water available to the Company but represent the right to reserve a portion of the Company s water rights for future use as set forth in the Bylaws and Rules and Regulations of the Company and the right to convert the Class C share to a Class A share pursuant to the Bylaws and Rules and Regulations of the Company. ARTICLE VII VOTING With respect to all matters required to be submitted to a vote of the members of the Company, all Class A and Class B members shall have equal voting rights and each share shall be entitled to one (1) vote. Class C shares are non-voting shares. Voting shall be by member and not by share. Each Class A or Class B member shall be entitled to one (1) vote. If a membership share is owned by more than one person or entity only one of the listed members will be entitled to vote and only one vote may be cast. The books and records of the Company shall determine who is the record owner of the share and therefore entitled to vote such share. The record owner on the books and records of the Company as of thirty (30) days before any regular or special meeting shall be the party entitled to vote the shares at that meeting. Members may vote in person or by proxy. A member may appoint a proxy by signing a proxy form either in person or by their attorney in fact. Proxy appointment forms shall be provided by the Company. 5
ARTICLE VIII ASSESSMENTS Each membership share of the Company shall be subject to regular, overage, and special assessments so as to enable the Company to generate the revenues necessary to fulfill the various purposes of the Company including, without limitation, the costs of administering the Company; maintaining and protecting the Company s water rights and sources of water supply; construction, ownership, management, operation, maintenance, repair and replacement of the Company s water diversion, development, distribution and storage facilities which are now or may hereafter be owned by the Company. Assessments shall be levied and payments collected and enforced in conformance with the relevant provisions of the Company s Bylaws and Rules and Regulations. ARTICLE IX BOARD OF DIRECTORS All corporate powers shall be exercised and the business and affairs of the Company shall be managed by a governing Board of Directors ( Board ), consisting of not less than five (5) directors, whose qualifications, election and term of office shall be as set forth in the Company s Bylaws and Rules and Regulations. The name and street addresses of each of the persons serving on the Board as of the date of these Articles are as follows: Mike Rhodes 3707 North 3500 East Liberty, Utah 84310 Pen Hollist 2243 East 6825 North Scott Storey 3355 North Highway 162 Liberty, Utah 84310 Berit Allen 4130 East 4325 North 6
Liberty, Utah 84310 Liberty, Utah 84310 Mitch Holmes 3459 North Highway 162 Liberty, Utah 84310 ARTICLE X LIMITATION OF LIABILITY AND INDEMNIFICATION The members of the Company and its directors and officers shall not be individually or personally liable for the debts or other obligations of the Company. The Company shall indemnify the directors, officers, employees and agents of the Company to the maximum extent authorized under the Act and otherwise by law. ARTICLE XI BYLAWS AND RULES AND REGULATIONS The Board shall have the power, from time to time, to promulgate, alter, amend and repeal such bylaws and rules and regulations for the management of the internal affairs of the Company and the operation and control of the Company s water diversion, distribution and storage facilities, as the Board shall deem necessary, subject to the provisions of these Articles and relevant provisions of the Act. ARTICLE XII AMENDMENTS These Articles may be amended as provided in the Act; provided, however, that these Articles shall in no event be amended in any manner so as to change this Company from a nonprofit corporation to a corporation organized or operated for pecuniary profit. ARTICLE XIII 7
DISTRIBUTIONS No part of the net earnings of the Company shall inure to the benefit of, or be distributable to, its members, directors, officers, or other persons; except that the Company shall be authorized and empowered to pay reasonable compensation for services rendered to the Company and to make payments and distributions in furtherance of the purposes set forth herein. ARTICLE XIV DISSOLUTION In the event of dissolution of the Company, each member shall receive their proportionate share of the Company s property and assets based upon patronage insofar as is practicable after paying or providing for payment of all the lawful debts and obligations of the Company. ARTICLE XV REGISTERED OFFICE AND AGENT The principal office of the Company is located at 3707 North 3500 East, Liberty, Utah 84310. The initial registered agent of the Company shall be Michael Rhodes whose address is 3707 North 3500 East, Liberty, Utah 84310. The signature of the initial registered agent manifesting acceptance of this appointment is set forth below: Registered Agent ARTICLE XVI MEMBER APPROVAL The foregoing Articles of Amendment and Restatement were adopted by the members of the Company at a meeting held pursuant to notice in conformance with the requirements of the 8
Bylaws and the Act on December, 2013. Members representing a quorum were present or represented by proxy at the meeting, and the number of votes cast for the amendment by the members was sufficient for approval. DATED this day of, 2013. LIBERTY PIPELINE COMPANY ATTEST: By: President Secretary STATE OF UTAH ) : ss. COUNTY OF WEBER ) ACKNOWLEDGMENT and, being first duly sworn upon oath depose and say that they are the President and Secretary of Liberty Pipeline Company, that each have signed the foregoing Articles of Amendment and Restatement to the Articles of Incorporation of Liberty Pipeline Company, on behalf of said corporation, and that said corporation duly authorized the execution of the foregoing Articles of Amendment and Restatement to the Articles of Incorporation. SUBSCRIBED AND SWORN to before me this day of, 2013. 9
NOTARY PUBLIC 10