Rodney G. Hill
Board Goals & Objectives
- The existing water delivery system is an integration of older and new technologies. We must balance the need for in-system maintenance and system upgrading in line with the shareholder and/or funding sources available.
- Consistent with continued customer growth, develop a long-term strategic water delivery system upgrading plan in connection with Kaysville City and Fruit Heights City.
- Develop strategic funding sources; potentially outside of the normal shareholder channel.
Elections and Board Member Openings
Haights Creek Irrigation has two board member positions available for the upcoming 2023 shareholders meeting. This is an elected position voted on by the shareholders of the company. You must own water shares to be eligible. The position is voluntary and is a three year term. The board meets once a month, generally the 2nd Tuesday of each month.
If you are interested, the deadline for an application is December 30th, 2022. Please call the office at 801-546-4242 for additional information.
Articles of Incorporation
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:
Articles of Incorporation
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.
The duration of this corporation shall be perpetual unless sooner dissolved in conformance with the requirements of the Act.
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:
- 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;
- . 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;
- .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;
- Locate, buy, hold, own, lease, and otherwise acquire reservoirs, regulation ponds, dam sites, pumping stations, and related equipment and facilities;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- Exercise such powers of eminent domain as shall be authorized by State law;
- To apportion any loss of Company water rights due to abandonment or forfeiture for non-use to any and all stockholders whose failure to make beneficial use of the water caused the loss or forfeiture of said water rights of the Company; and
- Do any and all acts and things necessary, suitable, or proper to be done, and have and exercise all rights, powers, and authority granted to a nonprofit Company under the Act and otherwise by law, and those necessarily implied therefrom, for the accomplishment of any of the purposes, powers and objectives of the Company as herein enumerated, or which may at any time appear conducive to, or expedient for, the protection or benefit of the Company and its stockholders.
B. The purposes and powers enumerated herein shall not be construed as limiting or restricting, in any manner, the purposes and powers of the Company as authorized under the Act, and this Company shall always have such incidental and implied powers as may be connected with or related to any specific purpose or power enumerated herein.
C. The Company is organized as a private, non-profit irrigation corporation engaged in distributing water only to its shareholders and, therefore, is not a public utility as defined in and therefore is not regulated by the Public Service Commission of Utah pursuant to the provisions of Title 52, Utah Code Annotated.
D. None of the objects of the Company shall be for the pecuniary profit of its members, directors, or officers, and no part of the income of the Company shall inure to the benefit of or otherwise be distributed to any shareholder or individual. No loan shall be made by the Company to any of its directors or officers.
E. No substantial part of the activities of the Company shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Company 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, as amended and supplemented (the “Code”). Notwithstanding any other provision of these Articles, the Company shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under the Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
F. The Company shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under the Code.
Membership; Company Stock
A. Membership. The shareholders of the Company shall be its members and may be referred to as shareholders, stockholders, or members. Membership shall be acquired only by the acquisition of stock in the Company.
B. Issuance of Stock. The Company shall issue shares of the capital stock of the Company as evidencing membership therein. The aggregate number of shares which the Company shall be authorized to issue is 10,000 shares, to be issued in two classes as set forth herein, each share having no par value.
C. Classes of Stock. In order to provide for the assessment of shares in a manner that will allow for the allocation of costs on a more equitable basis among the shareholders of the Company, the stock of the Company shall be issued in two (2) classes denominated as Class A Shares and Class B shares, as follows:
(1) Class A shares shall be issued to all shareholders, except as provided in Subsection (2) of this Section below.
(2) Class B shares shall be issued to shareholders in connection with newly developed residential and/or commercial lots or parcels, as to which the issued Class B shares shall be appurtenant, whenever anyone or both of the following circumstances shall apply:
(a) water service to said lots or parcels shall require water to be pumped by the Company from its sources of water supply into the Company water distribution system through which said lots or parcels are to be served, and/or
(b) the water rights and/or water supply contracts dedicated to or otherwise obtained by the Company, which are necessary to enable it to provide water service to said lots or parcels, have annual carrying costs, and specifically in the case of water supply contracts have annual contract prices, which are higher than the annual carrying costs and/or contract prices under the Company’s existing water rights and water supply contracts as of the effective date of these Articles.
D. Book-entry Issuance of Shares. All Class A and Class B shares of Company stock shall be issued as book-entry shares without certificates. Within a reasonable time after the issuance or transfer of shares without certificates, the Company shall send the shareholder a written statement containing the following: (i) the name of Company and a statement that it is organized under the laws of the State of Utah, (ii) the name of the person to whom the stock is issued as owner of the shares, (iii) the class and number of shares issued, (iv) a statement that the designations, preferences, limitations, and relative rights applicable to the respective class of share issued, and restrictions on transfers of shares of stock are set forth in these Articles and the Bylaws and Rules and Regulations of the Company.