Amendments

ARTICLES OF AMENDMENT AND RESTATEMENT TO THE

ARTICLES OF INCORPORATION

WILSON IRRIGATION COMPANY

THE UNDERSIGNED CORPORATION, pursuant to the Utah Revised Nonprofit Corporation Act, Title 16, Chapter 6a, Part 10, Utah Code Annotated, 1953, as amended (the “Act”), hereby adopts the following Articles of Amendment and Restatement to its Articles of Incorporation (the “Articles”):

ARTICLES OF AMENDMENT AND RESTATEMENT

The Articles of Incorporation of the Corporation are hereby amended and restated, in their entirety, for the purpose of updating the Articles of Incorporation in conformance with the new provisions of the Act and other new statutory enactments pertaining to nonprofit mutual water companies, as follows:

ARTICLE I

Corporate Name

The name of the corporation is WILSON IRRIGATION COMPANY (hereinafter, the “Company”). The Company is incorporated as a nonprofit corporation under the Act.

ARTICLE II

Duration

The period of duration of the Company shall be perpetual unless sooner dissolved as provided under the Act.

ARTICLE III

Purposes and Powers

A. The purposes and powers of the Company and the business for which the Company is formed are:

(1) To acquire, own, operate, manage, repair, maintain and replace water diversion, canal, reservoir and dam systems, and any and all facilities and equipment necessary and appurtenant thereto;

(2) To own and acquire, by appropriation, purchase, condemnation, lease, contract, change, exchange, or otherwise, all needful water rights and /or water stock and sources of water supply for use in connection with the water diversion and canal systems of the Company and the water supply flowing in and through the same for irrigation, domestic, culinary, stockwatering, power generation any other useful or beneficial purpose, and to regulate, control and distribute said water supply to the several shareholders of the Company in connection with said purposes;

(3) To acquire, condemn, hold, lease, own, bargain, sell or otherwise transfer and convey the water, water rights, water stock, sources of water supply and the real and personal property of the Company as deemed appropriate and in carrying out the business of the Company in the best interest of its shareholders;

(4) To assess its stock for all corporation purposes in accordance with and as permitted by the laws of the State of Utah and as set forth herein and the Company=s bylaws and rules and regulations;

(5) To borrow money to such extent and upon such terms as may be determined 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 and other governmental entities and agencies and/or private lenders, pursuant to which the Company shall be authorized to sell, lease, exchange, mortgage and/or pledge all or substantially all of the assets of the Company as and for security for loans, or otherwise, for the purpose of acquiring water, water rights, water stock, sources of water supply, and real and personal property, and for the development of and/or improvements to the Company=s water diversion and canal systems and related appurtenances and equipment or otherwise for the purpose of attaining or furthering any of its lawful purposes and objectives; provided, however, that no such note, bond, contract or other evidence of indebtedness which requires a pledge of all or substantially all of the assets of the Company as and for security therefore shall be given except with the authorization of a majority of the capital stock of the Company voted at a meeting called for the purpose of voting on said matter;

(7) To apportion any loss of Company water rights due to abandonment or forfeiture for non-use to any and all shareholders whose failure to make beneficial use of the water caused the loss or forfeiture of said portion of the Company=s water rights; and

(8) To do any and all lawful acts and things, and to have and exercise all rights and powers from time- to-time granted to a nonprofit corporation under the Act and other laws of the State of Utah as now or hereafter enacted. 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 set forth in the Act, and the Company shall always have such incidental powers as may be connected with or related to any specific purpose or power enumerated herein.

B. The Company is organized as a non-profit, private irrigation company engaged in distributing water only to its shareholders and, therefore, is not a public utility as defined by law and is not subject to regulation by the Utah Public Service Commission.

C. None of the objects of the Company shall be for the pecuniary profit of its members, directors or officers, and no part of the net earnings of the Company shall inure to the benefit of or otherwise be distributable to, its members, directors, officers, shareholders 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.

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 of 1954, as amended or supplemented (the “Code”).

F. Notwithstanding any other provision of these Articles to the contrary, 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 501(c)(3) of the Code or the corresponding provision of any future United States Internal Revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE IV

Membership; Voting Rights; Annual Meeting

A. Membership. The Company shall issue certificates for shares of the capital stock of the Company as evidencing membership therein and the members may be referred to as either shareholders or members, in conformance with the following:

(1) Issuance of Shares.

(a) The aggregate number of shares of common stock which the Company shall be authorized to issue is 3,377 shares, having no par value, with classes of stock as hereinafter set forth.

(b) Shares of stock shall be issued in whole shares and fractional shares of no less than one-quarter (1/4) share.

(2) Classes of Stock. The stock of the Company shall be issuable in two (2) classes of stock, denominated as follows:

Class A - Agricultural Irrigation Stock

Class B - Non-agricultural Pressurized Irrigation Stock

(a) Class A Stock. The holders of Class A shares shall be entitled to utilize the Company’s water supply as delivered by the Company through the Company’s water system at the shareholder’s point of delivery only for the purpose of irrigation of agricultural farm land and stockwatering, at the rate, in a normal water year, of 3.0 c.f.s. per hour per share, in conformance with and subject to the Bylaws and Rules and Regulations of the Company (the “Bylaws and Rules and Regulations”).

(b) Class B Stock. The holders of Class B shares shall be entitled to utilize the Company’s water supply as delivered by the Company through the Company’s water system at the shareholder’s point of delivery only for the purpose of pressurized irrigation in connection with residential and commercial uses on subdivided and other developed land, at the rate, in a normal water year, of 3.0 c.f.s. per hour per share, in conformance with and subject to the Bylaws and Rules and Regulations.

(3) Conversion of Class A to Class B shares. Class A shares shall be convertible to Class B shares at the rate of one (1) share of Class A stock for one (1) share of Class B stock, in conformance with and subject to the Bylaws and Rules and Regulations.

B. Shareholder Voting Rights; Single Voting Group. Each share of stock, regardless of Class, shall have equal voting rights with each other, and each share shall be entitled to one (1) vote or fraction thereof equivalent to the fractional share being voted. Votes may be cast in person or by written proxy. All members holding shares of Company stock shall constitute a single voting group.

C. Annual Shareholder=s Meeting. An annual meeting of the shareholders of the Company shall be held and special meetings of shareholders may be called as provided in the Bylaws and Rules and Regulations.

ARTICLE V

Stock Assessments; Fees and Charges

A Stock Assessments. All shares of Company stock shall be fully assessable in conformance with the following:

(1) Assessments.

(a) Regular Assessments. The Board shall annually levy a regular assessment on all shares of Company stock so as to carry out the various purposes of the Company, including, without limitation, the following:

(i) To acquire diversion and canal systems and appurtenant and related facilities and equipment;

(ii) To administer, manage, distribute and control water conveyed through the canal system;

(iii) To operate, maintain, repair, improve, extend and replace the diversion and canal systems, or any part thereof, and all related and appurtenant facilities and equipment; and

(iv) For any other corporate purpose.

(b) Special Assessments. The Board may levy special assessments for the purpose of defraying, in whole or in part, any extraordinary expenses not reasonably capable of being fully paid with funds generated by annual regular assessments.

(2) Levy and Collection of Assessments.

(a) Assessments may be levied on other than a pro-rata basis as set forth in the Bylaws and Rules and Regulations..

(b) All assessments shall be levied and the collection of assessments enforced in conformance with the provisions of the Bylaws and Rules and Regulations.

B. Fees and Charges. The Board, from time-to-time, may impose such fees and charges, other than and in addition to regular and special assessments, as it may deem necessary for the administration of the Company and otherwise in carrying out the various purposes of the Company.

ARTICLE VI

Board of Directors

A. Number and Election of Directors.

(1) Number. The powers and business affairs of the Company shall be exercised and managed by a governing board consisting of seven (7) directors (the “Board of Directors”), to be elected and appointed as hereinafter set forth.

(2) Representation, Election and Appointment. The holders of Class A shares entitled to vote shall elect five (5) directors, the holders of Class B shares entitled to vote shall elect one (1) director, and the six members of the Board of Directors shall by majority vote appoint one (1) director who shall serve as a director and hold the office of secretary-treasurer of the Company. Each elected director shall be elected and the appointed director shall be appointed for a term of two (2) years and shall hold office until their successors are elected and qualified as set forth herein. Board elections shall be called and conducted at annual shareholder’s meetings in such a manner as to provide for staggered terms of the members of the Board.

B. Qualification. All directors must be natural persons of 18 years of age or older and be a shareholder in the Company owning at least one (1) share of the class of Company stock by which the director is elected. Notwithstanding the foregoing, with regard to business entities or political subdivisions of the State which own more than twenty (20) shares of Company stock, of either class, one natural person who is an officer, director, manager, partner or other designee of said shareholder, who is designated in writing by said shareholder as the official representative of said entity or political subdivision, shall be eligible to serve as a director on the Board.

C. Voting. Each director shall be entitled to one (1) vote on matters brought before the Board of Directors.

D. Powers.

(1) The Board of Directors shall have and may exercise all powers and do all such lawful acts and things as are now or may hereafter be authorized pursuant to the Act.

(2) Specifically, but not by way of limitation of any authority, power or responsibility conferred pursuant to the Act, the Board of Directors shall have the authority and power, from time-to-time, to promulgate, 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 rights, water stock, sources of water supply, and diversion and canal systems and appurtenant facilities and equipment as the Board of Directors shall deem necessary and appropriate.

ARTICLE VII

Officers

A. Officers; Election and Appointment. The officers of the Company shall consist of one (1) president and one (1) vice-president, who shall be elected by the directors from among the membership of the Board of Directors, and a secretary-treasurer who shall be appointed by the Board of Directors as provided in Article VI A. (2) herein, each of whom shall serve for a term of two (2) years. All officers shall be natural persons of 18 years of age or older and shareholders.

B. Powers. The authority, powers and responsibilities of the officers of the Company are set forth in the Bylaws and Rules and Regulations.

ARTICLE VIII

Bylaws and Rules and Regulations

The Board of Directors 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 of Directors shall deem necessary, subject to the provisions of these Articles and relevant provisions of the Act.

ARTICLE IX

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 non-profit corporation to a corporation organized or operated for pecuniary profit.

ARTICLE X

Registered Office; Principal Place of Business; Registered Agent

A. The street address of the Company=s initial registered office and principal place of business, which may be changed from time-to-time by the Board without amendment to these Articles is:

1742 West 1900 North

Farr West, UT 84404

B. The Company’s initial registered agent at the registered office set forth above, is Vern Holmes, who hereby represents, affirms and acknowledges that:

I hereby accept my appointment as the Company’s registered agent:

_______________________________________

Vern Holmes

ARTICLE XI

Distributions

No part of the net earnings of the Company shall inure to the benefit of, or be distributable to, its directors, officers, shareholders or other private 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 XII

Dissolution

In the event of dissolution of the Company, each shareholder shall receive their proportionate share of the Company=s property and assets based upon patronage insofar as is practicable, as their legal interests may appear, after paying or providing for payment of all the lawful debts and obligations of the Company. The involuntary dissolution or lapsing of Company will not automatically transfer title to the Company=s property, including title to water rights, water conveyance facilities, or any other assets of a nonprofit corporation organized to divert or distribute water, to its members. Title shall remain with the Company pending the winding up of its affairs or reinstatement of the Company. As apart of winding up its affairs, the involuntarily dissolved Company may distribute its assets to another nonprofit corporation organized to receive the assets of and function in the place of the involuntarily dissolved or lapsed Company.