BY-LAWS OF WOODLAND SOUTH HILLS IRRIGATION COMPANY

(A UTAH NON-PROFIT MUTUAL WATER COMPANY)

ARTICLE  I - OFFICES

The principal office of the company in the State of Utah shall be located either within or without the State of Incorporation as the Board of Trustees may designate or as the business of the company may from time to time require.

ARTICLE II - STOCKHOLDERS

1.    ANNUAL MEETING.

The annual meeting of the stockholders shall be held on the______of each year to follow the owner's association meeting, for the purpose of electing trustees and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day, If not held as scheduled it shall be held as soon thereafter as it can reasonably be scheduled and notice thereof given.

2.    SPECIAL MEETINGS.

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by two trustees, and shall be called by the president at the request of the holders of not less than 25 percent of all the outstanding shares of Class A stock of the company entitled to vote at the meeting.

3.     PLACE OF MEETING.

The annual meeting shall be held at the corporate offices, but, the trustees may designate any place, within the State of Utah, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the trustees. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State, unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the company.

4.     NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered at least ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the company, with postage thereon prepaid. Notice may be waived in writing by any stockholder.

5.     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or in order to make a determination of stockholders for any other proper purpose, the trustees of the company may provide  that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 30 days. If the stock transfer books shall be closed for the purpose of determining stockholders, such books shall be closed at least 30 days immediately preceding such meeting. In lieu of closing the stock transfer books, the trustees may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 40 days prior to the date on which the particular meeting requiring such determination of stockholders is to be held. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, the date on which the resolution of the trustees setting the meeting shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6.     VOTING LISTS.

The officer or agent having charge of the stock transfer book for shares of the company shall make, at least 20 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 20 days prior to such meeting, shall be kept on file at the principal office of the company and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

7.      QUORUM.

At any meeting of the stockholders, a simple majority of the outstanding shares of the company entitled to vote, represented in person or by proxy, shall constitute a quorum.

8.     PROXIES.

At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the company before or at the time of the meeting.

9.     VOTING.

Each stockholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of Class A stock held by such stockholders. Upon the demand of any stockholder, the vote for trustees and upon any question before the meeting, shall be by ballot. Shares of stock need not actually be issued to entitle the shareholder to vote so long as the individual asserting the right to vote shows as a shareholder entitled to the issuance of certificates of stock on the stock transfer books. The election for trustees and all other questions voted upon shall be decided by a simple majority vote, except as may be otherwise provided by the Articles of Incorporation or by the statutes of this State.

10.      ORDER OF BUSINESS.

The order of business at meetings of the stockholders shall be as follows:

               1.  Roll call

               2. Proof of notice of meeting or waiver of notice

               3.  Reading of minutes of preceding meeting

               4.  Reports of Officers

               5.   Reports of Committees

               6.  Election of Trustees (as required)

               7.  Unfinished Business

               8.  New Business

ARTICLE III - BOARD OF TRUSTEES

             1.  GENERAL POWERS.

The business and affairs of the company shall be managed by its Board of Trustees. The trustees shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the company, as they may deem proper, not inconsistent with the Articles of Incorporation, these By-Laws, contractual obligations of the company, and the laws of this State.

2.     NUMBER, TENURE AND QUALIFICATIONS.

The number of trustees of the company shall be no less than three and no more than eleven with trustees to be elected for three-year terms by the shareholders at each annual meeting. Each trustee shall hold office until his/her successor has been elected and duly qualified.

3.     REGULAR MEETINGS.

A regular meeting of the trustees shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of stockholders. The trustees may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4.     SPECIAL MEETINGS.

Special meetings of the trustees may be called by or at the request of the president or by any two members of the Board of Trustees. The person or persons authorized to call special meetings of the trustees may fix the place for holding any special meeting of the trustees called by them.

5.     NOTICE.

Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally, or by fax or mailed to each trustee at his business address or at such other address as he may notify the secretary in writing. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by fax, such notice shall be deemed to be delivered when the fax is transmitted. The attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting,  except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.     QUORUM.

At any meeting of the trustees, a majority of the trustees shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice.

7.     MANNER OF ACTING.

The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the trustees.

8.     NEWLY CREATED TRUSTEESHIPS AND VACANCIES.

Newly created trusteeships resulting from an increase in the number of trustees, as may be determined by the shareholders pursuant to an amendment of the Articles of Incorporation and vacancies occurring on the Board for any reason may be filled by a vote of a majority of the trustees then in office, although less than a quorum exists. A trustee elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

9.      REMOVAL OF TRUSTEES.

Any or all of the trustees may be removed for cause by vote of the stockholders or by action of the Board. Trustees may be removed without cause only by vote of the stockholders.

10.     RESIGNATION.

A trustee may resign at any time by giving written notice to the Board, the president or the secretary of the company. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11.      COMPENSATION.

Compensation may be paid to any of the trustees for their service as a trustee of the company but the amount of such compensation shall be paid equally to all trustees.

12.         PRESUMPTION OF ASSENT.

A trustee of the company who is present at a meeting of the trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.

ARTICLE IV - OFFICERS

1.     NUMBER.

The officers of the company shall be a president, one or more vice presidents, and a secretary/treasurer, each of whom shall be elected by the trustees. Such other officers  and assistant officers as may be deemed necessary may be elected or appointed by the trustees.

2.     ELECTION AND TERM OF OFFICE.

The officers of the company shall be elected by the trustees at the annual meeting or at a special meeting called for that purpose, and shall be elected for a term of two years. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death or until he shall resign or shall have been removed in the manner provided by the Articles of Incorporation.

3.     REMOVAL.

Any officer or agent elected or appointed by the trustees may be removed in accordance with the Articles of Incorporation.

4.   VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the trustees for the unexpired portion of the term.

5.     PRESIDENT.

The president shall be the principal executive officer of the company and, subject to the control of the trustees, shall in general supervise and control all of the business and affairs of the company. He shall, when present, preside at all meetings of the stockholders and of the trustees. He may sign, with the secretary or any other proper officer of the company thereunto authorized by the trustees, certificates for shares of the company, any deeds, mortgages, bonds, contracts, or other instruments which the trustees have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the trustees or by these By-Laws to some other officer or agent of the company, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the trustees from time to time.

6.     VICE-PRESIDENT.

In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the trustees.

7.     SECRETARY.

The secretary shall keep the minutes of the stockholders' and of the trustees' meetings in one or more books provided for that purpose, see that all notices regarding annual stock assessments, delinquencies and stock sales are duly given in accordance with  the provisions of these By-Laws or in accordance with the laws of the State of Utah, be custodial of the corporate records and of the seal of the company and keep a register of the post office address of each stockholder, have general charge of the stock transfer books of the company and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the trustees.

8.      TREASURER.

If required by the trustees, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the trustees shall determine. He shall have charge and custody of and be responsible for all funds and securities of the company; and give receipts for monies due and payable to the company from any source whatsoever, and deposit all such moneys in the name of the company in such banks, trust companies or other depositories as shall be selected in accordance with these By-Laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the trustees.

9.     SALARIES.

The salaries of the officers shall be fixed from time to time by the trustees and no officer shall be prevented from receiving such salary by reason of the fact that he is also a trustee of the company. All salaries shall be reasonable and shall be commensurate with the duties and time spent by such officer.

10.     APPURTENANCY OF STOCK.

Class A stock shall be appurtenant to the land upon which it is placed to use with each stock certificate stamped with the legal description of such appurtenancy.

11.     ASSESSMENTS.

Assessments may be made on other than a pro rate basis where actual costs of delivery, underlying water use charges, or the like result in increased costs being generated by some, but not all, shareholders. Those shareholders who incur the increased costs shall be separately assessed for such costs. In addition, all assessments shall be levied and collected at the times, in the amounts, and in the manner provided by law and as the Board of Trustees may direct.  Class A stock is fully accessible including the following:

(a)      For all charges attributable to the underlying water right which supports shareholder's water use.

(b)      For all late fees, resumption of use fees, etc., which may be imposed.

(c)      For operation and maintenance of the system.

(d)      For all administrative and other costs incurred by Woodland.

12.         DELINQUENCIES.

Delinquent accounts shall be subject to levy in the manner provided by law.

13.         CONNECTION FEES.

No shareholder shall be allowed to connect his structure onto the Woodland South  Hills Irrigation Company system, nor take water therefrom, until he has paid the required connection fee. Until the Board otherwise determines, the connection fee shall be as provided in the rules and regulations heretofore existing.

14.         METERS REQUIRED.

All uses of water from Woodland South Hills Irrigation Company's system shall be metered, except for fire protection water, which will not be metered.

15.         ONE STRUCTURE PER METER.

Not more than one structure or building shall be connected to any one meter without the prior written approval of Woodland South Hills Irrigation Company.

16.         VACANT LOTS.

Application for water service will be accepted for shareholders who own vacant lots. Such applications shall be accompanied by the required connection and acquisition fee at the then current rate, which shall entitle the shareholder to have a meter installed for servicing of his premises.

17.         WOODLAND SOUTH HILLS IRRIGATION COMPANY TO OWN WATER SYSTEM.

Woodland South Hills Irrigation Company shall hold title for and on behalf of its shareholders to all main distribution lines, all delivery and service lateral lines and connections from the water mains to the property line of each individual shareholder water user, including the meter, outside readout, curb-stop valve box and shut-off valve. Woodland South Hills Irrigation Company shall maintain, repair and replace the same in perpetuity. Each individual shareholder shall own and shall bear the sole responsibility for repair, upkeep and maintenance of the service lateral from the property side of the shut-off valve to the premises being served excluding the water meter and outside readout. Woodland South Hills Irrigation Company shall not accept nor bear any responsibility for any leaks or damages caused by leakage on the water user side of the shut-off valve; and Woodland South Hills Irrigation Company shall have no obligation to repair, replace or maintain the service lateral on the shareholder's side of the shut-off valve. Woodland South Hills Irrigation Company may, without incurring liability, make emergency repairs to service laterals, in order to mitigate damage, prevent waste of water, and to prevent contamination of the water supply, but any such repairs shall be at the shareholder's sole expense.

18.         SERVICE TO INDIVIDUAL STRUCTURES.

Each individual shareholder requesting domestic water service shall make formal written application to Woodland South Hills Irrigation Company for service, on a form provided by the company, and shall comply with the following:

A.    No lot owner/shareholder shall be permitted to connect onto the company's system or receive water service until a formal written application for service has been received and accepted by the company. The application shall be on a form  provided by the company and shall provide that each lot owner/shareholder shall comply with the rules and regulations and By-Laws of the company.

B.     Each shareholder requesting service shall pay at the time of making the application, the connection fee required at the then current rate.

C.     The company's obligation for operation and maintenance of service laterals shall terminate at the street side of the shut-off valve. The shareholder shall be responsible for the maintenance of the service lateral from the property side of the shutoff valve to the meter installed within the structure receiving water service. The meter itself, the meter gauges and the shut-off valve shall remain the sole property of Woodland South Hills Irrigation Company and the company shall have the obligation to maintain and repair the same.

D. Each shareholder shall immediately report, in writing, to the company's business office the sale of the shareholder's residential dwelling unit. Immediately upon receipt of this written notice, the company shall close the shut-off valve and terminate water service to the unit or facility. The subsequent purchaser of the residential dwelling unit shall be required to make formal written application for renewed service to the home or structure on a form provided by the company, and shall agree therein to comply with the lawfully adopted rules and regulations and By-Laws of the company. The subsequent purchaser shall present to the company the properly endorsed stock certificate entitling him to water service from this company, and it shall be a requirement of the company that the share be transferred into his ownership upon the  books of the company. The subsequent purchaser shall pay a resumption of service fee, to cover the costs incurred by the water company in re-establishing water service to the particular unit involved. Upon compliance with all of the foregoing terms and conditions of this subsection, water shall be restored to the premises. The subsequent purchaser shall, as a shareholder, be subject to annual stock assessments. It shall be the burden and responsibility of each subsequent purchaser to obtain the prorated amount of the stock assessment, if any, from the prior owner. The company will not undertake the obligation or responsibility to determine the prorated amount nor will it endeavor to collect the same from the prior owner of the share certificate.

19.         LANDLORDS OF LESSOR SHALL BE HELD PRIMARILY LIABLE FOR ALL ASSESSMENTS.

The legal owner of any rented property being served by Woodland South Hills Irrigation Company shall appear as the record owner of the share of stock representing that water connection within the company, and shall be held primarily responsible to the company for payment of the annual stock assessment.

20.         METER READERS AND METER MAINTENANCE.

Shareholder-water user shall not hinder or obstruct in any way the ability of the authorized company to gain entry to shareholder's structure or premises, upon reasonable notice, and at a reasonable time of day, for the purpose of periodic meter reading and maintenance of the water meters. The cost of removing any physical obstructions may be charged to the shareholder, and the company, upon notice may discontinue the delivery of water to the shareholder without liability in the event the shareholder denies the company's personnel access to the water meter. The delivery of water shall not be resumed until the company has been provided with the required access to the water meter.

21.         EXPANSION OF WATER DELIVERY SYSTEM.

The trustees may establish such rules and regulations as they deem appropriate for expansion of Woodland's water delivery system, including the issuance of stock. Any such expansion shall be consistent with the Articles and contracts of the company,

22.         AMENDMENTS TO THESE BY-LAWS.

These By-Laws can be amended at any time by majority vote of the trustees.

23.         EMERGENCY SITUATIONS.

In times of water shortage, the company shall have full authority to declare a water emergency, and to ration or otherwise regulate the distribution and use of water from the company's system, Such action by the Board of Trustees may include a moratorium on new water connections until the emergency has been alleviated.

24.         SAVINGS CLAUSE.

If any section, subsection, sentence, clause or phrase of these By-Laws is for any reason held to be invalid by a court of law, such determination shall not affect the validity of the remaining portions, which shall remain binding and enforceable against the  shareholders of the company.

25.         EFFECTIVE DATE.

These By-Laws shall be in full force and effect from and after the date of passage and adoption by the Board of Trustees.

26.         CONTRACTS, LOANS, CHECKS AND DEPOSITS.

Contracts. The trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on  behalf of the company, and such authority may be general or confined to specific instances. Loans, The Board of Trustees shall, upon resolution duly adopted, have the authority to incur indebtedness on behalf of the company, not to exceed $10,000.00. Any loans or indebtedness in excess of that amount shall be incurred by the company only upon the two-thirds majority vote of all of the shareholders present, in person or by proxy, at an annual or special meeting called for that purpose, Checks, Drafts. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the company, shall be signed by such officer or officers, agent or agents of the company and in such manner as shall from time to time be determined by resolution of the trustees. Deposits. All funds of the company not otherwise employed shall be deposited from time to time to the credit of the company in such banks, trust companies or other depositories as the trustees may select

27.     FISCAL YEAR.

The fiscal year of the company shall begin on the 1st day of January in each year and end on December 31st each year.

28.          SEAL.

The trustees shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the company and the words "Corporate Seal. "

29.          WAIVER OF NOTICE.

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or trustee of the company under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

30.          AMENDMENTS.

The power to adopt, amend or repeal By-Laws shall be vested in the Board of Trustees. No By-Laws pertaining to the ability of the company to assume debt, issue bonds, mortgage its property, sell or transfer any major asset or modify the allocation of the company source or source capacity, shall be adopted, repealed or amended, without having first received the unanimous consent of all of the trustees, and, in no event shall any By-Law so adopted be inconsistent with the Articles of Incorporation of the company.

                                                                                              31.  WATER CONNECTION REVISION

Upon written application for water service, and before water is delivered, a lot owner (shareholder) shall pay all applicable past due and current fees, assessments, dues, etc. which are due to the Woodland South Hills Irrigation Company and the Woodland Estates Owners Association.

Water will not be supplied or delivered to a owner who has had their water meter shut off for non-payment or any other infraction as levied by the Board of Trustees until such time as: all current and past dues monies owed, as outlined above, shall water service be reinstated.  A deposit for water service will then be required as per the rules and regulations of the water company. 

These By-Laws are duly adopted by the unanimous vote of the Board of Trustees this day of 1994.