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Third Amended and Restated Articles of Incorporation of Haights Creek Irrigation Company the Undersigned Corporation, in conformance with Utah Revised Nonprofit Corporation Act, Title 16, Chapter 6a, Utah Code Annotated, 1953, as amended (the “Act), and specifically pursuant to Part 10 of the Act, hereby adopts the following Articles of Amendment and Restatement to its Articles of Incorporation (the “Articles”).

WHEREAS at the annual meeting of shareholders held on February 22, 2014, the shareholder adopted those certain Amended and Restated Articles of Incorporation of Haights Creek Irrigation Company (the “2014 Amended Articles”); and
WHERE AS, the Board of Directors (the “Board”) of the Haights Creek Irrigation Company, deem it necessary to amend and restate the 2014 Amended Articles for the purpose of providing for the issuance of shares in two classes, and otherwise amending, clarifying, and up-dating the 2014 Amended Articles in conformance with the Act and other new statutory enactments pertaining to nonprofit mutual water companies.

NOW, THEREFORE, the 2014 Amended Articles are hereby amended and restated, in their entirety, by these Third Amended and Restated Articles of Incorporation of Haights Creek Irrigation Company, effective upon adoption, as follows:

I.
Articles of Incorporation

Article I

Corporate NameThe name of this corporation is Haights Creek Irrigation Company (the “Company”). The Company is a nonprofit mutual benefit corporation organized and existing under the Act.

Article II

Duration
The duration of this corporation shall be perpetual unless sooner dissolved in conformance with the requirements of the Act.

Article III

Purposes and Powers

A. The Company is organized as a nonprofit mutual corporation for the purposes of providing a water supply for beneficial use by its stockholders and otherwise promoting the general interest and welfare of the stockholders. In furtherance of and in no way in limitation of the powers now or hereafter conferred upon the Company by the laws of the State of Utah, the nature of business of the Company and the objects, purposes, and powers to be transacted, promoted, exercised or carried on by the Company are as follows:

1. Own rights to the use of waters for irrigation, domestic, culinary, livestock, generation of electrical energy, industrial, and any other beneficial purposes, and to divert, store, convey, and distribute said waters for beneficial use by its stockholders;
2. . Acquire, hold and own, water, water rights, water stock, and sources of water supply by purchase, lease, contract, appropriation, change, exchange, or otherwise, and to bargain, sell, lease or otherwise transfer and convey the same as deemed appropriate in the carrying out of the business of the Company and in the best interest of the stockholders;
3. .Acquire, hold, bargain, sell, lease transfer, and convey real and personal property, of whatsoever kind or nature, necessary or convenient to carry out the purposes and powers of the Company;
4. Locate, buy, hold, own, lease, and otherwise acquire reservoirs, regulation ponds, dam sites, pumping stations, and related equipment and facilities;
5. Build, construct, install, own, operate, and maintain reservoirs, regulation ponds, dams, ditches, canals, pipes, culverts, conduits, weirs, headgates, wells, pumps and control systems, and all related equipment and facilities, and to do all other acts and things necessary to manage, preserve, and increase the Company’s water supply for the purpose of irrigating land, generating power, and for all other beneficial uses and purposes;
6. Make, enter into, and perform contracts of any kind, nature, and description, including contracts for joint and co-operative action with governmental entities and other parties to accomplish the purposes, powers, and objectives of the Company as deemed to be in the interest of the stockholders;
7. Issue certificates of shares of stock evidencing interests in the water, water rights, water supply, and other property and property rights of the Company; including, without limitation, the right to receive a proportionate share of water supply distributed by the Company to its stockholders;
8. Sell or otherwise dispose of all gravel or debris taken from the Company’s regulating ponds, ditches, and canals, or deposited upon its property or right of ways;
9. Assess the outstanding shares of stock in the Company for all Company purposes as permitted by State law and in accordance with the Company’s bylaws and rules and regulations;
10. To borrow money to such extent as shall be permitted by the bylaws and rules and regulations of the Company and upon such terms as may be permitted by the Company’s board of directors, and to issue notes, bonds and / or make and perform contracts with the United States, the State of Utah acting through any of its departments, divisions, boards and agencies, as well as other institutions, companies, local government, local and special districts, and other entities, pursuant to which the Company shall be authorized to sell, lease, exchange, mortgage, pledge, or otherwise dispose of all or substantially all of the assets of the Company, as and for security for such indebtedness, or otherwise, for the acquisition of real and personal property, including, without limitation, water, water rights and water stock, and the acquisition, use, joint development of and/or improvements to all water diversion, distribution and storage facilities, and in carrying on its business, or for the purpose of attaining or furthering any of its objectives herein stated and as authorized under Utah law, and the Company’s board of directors shall have the power and authority to assess all outstanding shares of stock of the Company as required to generate the revenues necessary for repayment of any such notes, bonds or contracts;