The Pine Meadow Mutual Water Company

Articles of Incorporation

Articles of Incorporation

ARTICLES OF INCORPORATION OF THE PINE MEADOW MUTUAL WATER COMPANY

WE, THE UNDERSIGNED, natural persons of the age
of eighteen or more, acting as incorporators of a corporation under the Utah
Non-Profit Corporation Act, hereby adopt the following Articles of
Incorporation:

ARTICLE I

NAME

The name of the corporation is PINE MEADOW MUTUAL WATER COMPANY.

ARTICLE II

A NON-PROFIT CORPORATION

The corporation shall be a nonprofit corporation.

ARTICLE III

DURATION OF THE CORPORATION

The period of duration of this corporation is perpetual.

ARTICLE IV

CORPORATE PURPOSES

A. The general purposes and objects for which this corporation is organized
shall be as follows:

(1) To acquire by purchase, exchange, lease, appropriation or otherwise, and
to own and use water rights of all types and character, including, without
limitation rights to the use of water for culinary, domestic and irrigation
purposes.

(2) To develop, acquire, own, operate, maintain, repair, replace and renew
systems and facilities for the diversion, treatment, storage, conveyance and
distribution of water to the stockholders of the corporation.

(3) To distribute the water of the corporation to its stockholders for their
own personal use and for use on lands owned and used by the stockholders within
the geographical area in which the Company is authorized by the Utah State
Engineer to use its water rights, which area, as of the date hereof, includes
all of the lots situated within all of the phases of the Pine Meadow
Subdivisions and other lots, all within the area formerly served by the Pine
Meadow Special Service District in Summit County, Utah (collectively, Pine
Meadow).

(4) To acquire, own, hold, improve, develop, lease, mortgage, operate,
maintain, sell, dispose of, and otherwise deal with all real property, personal
property, fixtures, intangible property or other assets as may be necessary or
useful in carrying out any purposes of the corporation.

(5) To do each and every thing necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or which may at any time appear conducive to or
expedient for the protection or benefit of this corporation, and to do said acts
as fully and to the same extent as natural persons might, or could do, in any
part of the world as principals, agents, partners, trustees, or otherwise,
either along or in conjunction with any other person, partnership (whether
limited or general and whether as limited or general partners), association,
joint venture, or corporation.

B. The foregoing paragraphs shall be construed both as objects and powers and
shall not be held to limit or restrict in any manner the general powers of the
corporation and the enjoyment and exercise thereof, as conferred by the laws of
the State of Utah; and it is intended that the purposes, objects, and powers
specified in each of the paragraphs of this ARTICLE IV, CORPORATE PURPOSES, of
these Articles of Incorporation shall be regarded as independent purposes,
objects, and powers.

C. With respect to the foregoing purposes:

(1) No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to, its trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered to the corporation and to make payments and
distributions in furtherance of the purposes set forth herein.

(2) no substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of
any candidate for public office except as authorized under the Internal Revenue
Code of 1954, as amended; and

(3) the corporation shall not carry on any other activities not permitted to
be carried on by a corporation exempt from Federal income tax under 501(c)(3) of
the Internal Revenue Code of 1954, as amended (or the corresponding provision of
any future United States Internal Revenue law).

ARTICLE V

MEMBERSHIP

The shareholders of the corporation shall be its members, and membership
shall be attained only by the acquisition of stock in the corporation.

ARTICLE VI

SHARES OF STOCK

A. The corporation is authorized to issue shares of stock, in
book entry form, evidencing the shareholders=
ownership interest in the legal rights and facilities owned by the corporation
and the right to use water pursuant to the water rights held in the name of the
corporation on behalf of its shareholders. The number of shares shall not be
fixed, but the aggregate number of shares which this corporation shall have
authority to issue is 5,000 shares.

B. Stock shall be issued to the owners of lots within Pine
Meadow, and to such other lots and developments situated outside said
subdivision which may hereafter qualify to receive water service from the
corporation pursuant to the Bylaws of the corporation. Each share of stock shall
entitle its holder to one connection to the corporation’s water distribution
system and the delivery of water of the corporation subject to the provisions of
these Articles of Incorporation and the Bylaws of the corporation.

C. The amount of water distributed per share shall be subject to
annual adjustment by the Board of Trustees during the course of any given year
depending upon the available water supply.

D. Stock, when issued, shall become an appurtenance to the lot
upon which it is to be used and the lot to which such stock is appurtenant shall
be entered in the stock records of the corporation. Each share of stock shall be
freely transferable with the lot to which it is appurtenant, and must be
transferred with said lot. Shares of stock shall not be separated from the lot
to which the stock is appurtenant and shall not be transferrable for use on any
lot other than the lot to which it is appurtenant without the express written
approval of the Board of Trustees of the corporation, which approval shall be
within the sole discretion of the Board of Trustees.

ARTICLE VII

VOTING RIGHTS

A. Each share shall have voting rights equal with each other,
and each share shall be entitled to one (1) vote.

B. Shareholders shall not have preemptive rights to acquire
unissued shares of the stock of the corporation.

C. At each election of Trustees, shareholders entitled to vote
at such election shall have no right to accumulate their votes; rather, each
shareholder shall have as many votes as the number of such shareholder=
shares.

ARTICLE VIII

ASSESSMENT OF SHARES

All shares of stock shall be fully assessable for the purpose of
paying their proportionate share of all lawful obligations of the corporation,
and for operating, maintaining, developing and improving the facilities used to
divert and convey water from any water source within the corporation to water
storage facilities, or to the place of use, and for the operation, maintenance
and development of facilities utilized to store and distribute water, and to pay
their proportionate share of the general administrative expenses incurred in the
operation of the corporation. Assessments shall be levied and provisions made
for the collection of all delinquent assessments as provided in the Bylaws of
the corporation and in conformance with state law.

ARTICLE IX

BOARD OF TRUSTEES

A. The powers of the corporation shall be exercised and its
affairs managed by a governing board (the ABoard@)
of not be less than three (3) nor more than nine (9) trustees (the ATrustees@),
to be elected by the shareholders at an annual meeting. The number of trustees
elected to serve shall be determined as provided in the bylaws. Each member of
the Board of Trustees shall be required to give a surety bond to the
corporation, the premium for which shall be paid by the corporation conditioned
upon the faithful performance of their duty as a Trustee.

B. The Board shall have the power, from time to time, to
promulgate, adopt and amend such resolutions, rules and regulations as the Board
shall deem necessary and expedient for the efficient management and operation of
the property and effects of the corporation, including, without limitation, the
disposition and transfer of shares, the use of water by shareholders, the duty
and conduct of their officers, agents, and servants, and all other matters
whatsoever which may pertain to the business and affairs of corporation, which
are not inconsistent with or otherwise contrary to the laws of the State of
Utah, these Articles of Incorporation or the Bylaws.

C. The initial Board of Trustees who shall serve until a new
Board is elected pursuant to the provisions of this Article, is as follows:

NAME STREET ADDRESS

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

ARTICLE X

LIMITATION OF PERSONAL LIABILITY OF TRUSTEES

Trustees of the corporation shall have no personal liability
whatsoever to the corporation or its shareholders for monetary damages for
breach of fiduciary duty, except liability:

(1) for any breach of the Trustee’s duty of loyalty to the
corporation or its shareholders;

(2) for acts or omissions by the Trustee not in good faith or
which involve intentional misconduct or a knowing violation of the law;

(3) for actions under Utah Code Ann. ‘ 16-10a-842
(1953, as amended) or its successor provisions; or

(4) for any transaction from which the Trustee derived an
improper personal benefit.

ARTICLE XI

TRUSTEES=CONTRACTS

A. No contracts or other transactions between the corporation
and any other trust, organization or corporation shall in any way be affected or
invalidated by the fact that any of the Trustees of the corporation are
pecuniarily or otherwise interested in, or are directors, trustees or officers
of, such other trust, organization, or corporation.

B. Any Trustee individually, or any trust, organization, or
corporation with which any Trustee may be associated, may be a party to or may
be pecuniarily or otherwise interested in any contracts or transactions of the
corporation; provided that the fact that such Trustee or such trust,
organization or corporation so interested shall be disclosed or shall have been
known to the Board of Trustees or a majority thereof.

C. Any Trustee of the corporation who is also a trustee,
director or officer of such other trust, organization or corporation or who is
so interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Trustees of the corporation which shall authorize any
such contracts or transactions with like force and effect as if such Trustee
were not a trustee, director or officer of such other trust, organization, or
corporation, or not so interested.

ARTICLE XII

BYLAWS

Provisions for the regulation of the internal affairs of the
corporation shall be set forth in the Bylaws of the corporation.

ARTICLE XIII

INCORPORATORS

The names and addresses of the incorporators of the corporation
are as follows:

NAME ADDRESS

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

 

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

ARTICLE XIV

REGISTERED AGENT AND OFFICE AND PRINCIPAL PLACE OF BUSINESS

A. The name of the registered agent and the street address of
the registered office and principal place of business of the corporation are as
follows:

XXXXXXX XXXXXXXXXXX

XXXXXXXXXXX

XXXXXXXXXXX

B. The foregoing registered office and principal place of
business may be changed at any time by the Board of Trustees without amendment
to these Articles of Incorporation.

ARTICLE XV

DISPOSITION OF ASSETS UPON DISSOLUTION

In the event of dissolution, each member of the corporation
shall receive his proportionate share of the corporation’s property and assets
based upon patronage insofar as is practicable, and as their legal interests may
appear, after paying or providing for the payment of all debts and obligations
of the corporation.

IN WITNESS WHEREOF, we, the undersigned incorporators, have
executed these Articles of Incorporation in duplicate this ___ day of
__________, 1999, and say: That we are the incorporators herein; that we have
read the above and foregoing Articles of Incorporation, know the contents
thereof and that the same are true to the best of our knowledge and belief,
excepting as to matters herein alleged upon information and belief, and as to
those matters we believe them to be true.

INCORPORATORS:

_____________________________________

XXXXXXXXXXXXXX

_____________________________________

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_____________________________________

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STATE OF UTAH )

: ss

County of Summit )

SUBSCRIBED AND SWORN to before me this _____ day of _________,1999.

_____________________________________

NOTARY PUBLIC

ACCEPTANCE OF APPOINTMENT

AS REGISTERED AGENT

I hereby accept my appointment as the Registered Agent of Pine
Meadow Mutual Water Company.

_____________________________

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