Restatement of the Amended Articles of Incorporation
Spring Creek Water Company
State of Utah, Cache County
27 January 2021

Article 1 Name of the Corporation
The Name of this Corporation is Spring Creek Water Company.

Article 2 Place Where Organized
The place of the organization of this Corporation is at Providence, Cache County, State of Utah.

Article 3 Time of General Business
The principal place of business and the place of general business of this Corporation shall be at Providence, Cache County, State of Utah.

Article 4 Time of Duration of the Corporation
The Corporation herein provided for and herein created shall exist and continue in perpetuity, unless sooner disincorporated according to law.

Article 5 Pursuit of Business
The purpose for which Spring Creek Water Company is formed is to purchase, construct, acquire, own, operate, and maintain an irrigation system in Cache County, State of Utah, for domestic power and irrigation. This includes acquiring and maintaining water rights for Stockholders. Further, it includes collecting and distributing acquired water to Stockholders equitably based upon share ownership. The officers of the Company have the responsibility in achieving these purposes of the company in an optimal manner. They will vigorously oppose any efforts by other entities to acquire any current water rights of the company, actively oversee that its waters are beneficially used, and be proactive in maintaining the supply sources in Providence Canyon.

Article 6 Incorporators and Subscribed Stock
The number of shares and the amount of Certified Stock actually subscribed by each party to the Articles of Incorporation were listed in an original organizing Agreement dated 22 Jan 1902.

Article 7 Officers and their Qualifications
The Directors of the Corporation shall consist of five (5) members. If any shareholder has more than 20% of the issued and outstanding stock, then that shareholder shall appoint an Ex-Officio Director of the Corporation as one of the five (5) Directors and that shareholder shall not participate in nomination or electing any of the other Directors. The Ex-Officio Director shall serve until replaced by the shareholder qualified under this provision. Any Stockholder desiring to be nominated for Director shall file notice of intent with the Corporation secretary at least twenty (20) business days prior to the annual meeting at which elections are held. The Directors will be elected by vote of the Stockholders. Each Stockholder will be able to exercise one vote. Exercise of the vote(s) must be by the owner, beneficial owner, or an individual authorized in writing by the owner. The vote may be in person at the annual meeting or by proxy before the annual meeting. Elections for Directors will be on even calendar years. Directors will be elected for a four year term and will come up for election on a staggered schedule. Two Directors will be up for election one election year meeting and the other two remaining Directors will be up for election at the following election year meeting. Each Director shall serve until replaced. Directors may resign. If a Director fails to maintain good standing in the corporation, or refuse to perform their duties, that Director may be removed by a majority vote of the remaining board members. However, In the event of another Director's resignation or removal, or any other vacancy in the office of a Director, an Ex-Officio Director shall not participate in filling that vacant Directorship. Annually the Board of Directors will elect from among them a President, and Vice President. The President will appoint a Secretary, Treasurer and one or more Water Master(s), with the approval of the Board of Directors. The secretary may employ additional temporary assistance when heavy workloads occur. All officers must be Stockholders in good standing . The secretary does not need to be a Stockholder, but board members must own stock in the Company. A majority vote of the Directors is required to transact any business or to exercise any Corporate powers.

Article 8 Stockholders, Meetings, Elections
The Board of Directors of the Spring Creek Water Company shall set the date, time and place of each Annual Meeting of the Corporation Stockholders. At the Annual Meeting, the President will give a report of the activities of the past year and a preview of the expected needs for the coming year. Major improvements and/or special maintenance needs and their estimated costs should be presented along with next year's proposed budget. The President will conduct an open forum where Stockholders may ask questions about the company's operations and suggest improvements in its operation and/or physical facilities. The Treasurer will give a report of the Company's finances. The election of the Directors will occur at every second annual meeting, staggered as defined in Article 7, on even calendar years. A majority vote of the Stockholders who are present at the annual meeting (including proxy votes) shall be necessary to elect Directors, to carry out any motion, or determine any question voted on. All elections of Directors, and votes to authorize the sale of Treasury Stock, shall be by ballot. Notice of every meeting of the Stockholders shall be given by posting on the company website, email and/or mailing notice thereof to each Stockholder at the address shown by the books of the Corporation at least ten (10) days before the day of meeting. Additional notice may be given as deemed necessary by the Secretary of the Corporation. Proxy by a Stockholder shall be in writing and filed with the Secretary. A special meeting of the Stockholders may be called, with ten days notice as stated above, at any time and for any purpose relative to the business of the Corporation. Special meetings may be called by the President, by any two Directors, or by at least one third of Stockholders.

Article 9 First Officers
The Officers elected at the first meeting of the Stockholders were listed in the original Articles of Incorporation.

Article 10 Vacancies
A quorum of the Board of Directors may fill any vacancy which may occur for the unexpired term, but should a vacancy in the Board of Directors occur at any time so as to leave the Board without a quorum, then a meeting of the Stockholders shall immediately be called for the purpose of filling such vacancies.

Article 11 Time for Qualifying
Every Officer of this Corporation shall qualify, as required by law, within thirty days after this election of appointment; and in the event of a failure to so qualify, the Board of Directors may declare the office vacant.

Article 12 Resignations
Any Officers of this Corporation may resign his office by giving to the Board of Directors thirty days notice in writing before the same is to take effect.

Article 13 Removal of Officers
Any Director(s) of this Corporation may be removed from office by a majority vote of the Stockholders at a Stockholders' meeting called for that purpose at any time. Individuals involved will be given at least a ten day notice so they may be heard. Pending such action, the Board of Directors may, if they deem proper, suspend the corporate authority of such Director(s).

Article 14 Personal Property, not Liable
The personal, or individual property, of the Stockholders of this Corporation shall not be liable for the debts and obligations of the Corporation.

Article 15 Bylaws
The Stockholders may enact Bylaws for the management of the property of the Corporation and for the regulation of the affairs and business which Bylaws shall not be inconsistent with those articles of the Corporation or contrary to law.

Article 16 Water Master, Appointment of
The President with the approval of the Board of Directors shall appoint a Water Master, or Water Masters, a Secretary and Treasurer of the Corporation and shall fund the salaries and prescribe their duties.

Article 17 Assessments
The fully paid Capital Stock of the Corporation will be assessed annually by the Board of Directors to raise the capital necessary to operate the Corporation. Also the Board of Directors have the authority to levy special assessments on the Capital Stock as the need arises.

Article 18 Subscribed Stock Paid in Property
The amount of the Capital Stock subscribed by the incorporators was fully paid at the time of original incorporation.

Article 19 Indebtedness
The Board of Directors of the Corporation shall have authority to borrow money or otherwise obligate the Corporation in any sum not exceeding ten thousand dollars ($10,000) without express authority given by a majority vote of the Stockholders of the Corporation.

Article 20 Treasury Stock
The Treasury Stock (the unsubscribed Capital Stock) of this Corporation may be sold or disposed of in such amount, and at such times, and to such persons as may be authorized by a quorum of the Board of Directors.

In witness hereof, these amended Articles of Incorporation have been approved by a majority of the Stockholders by mail in ballot on 27 January 2021