Articles of incorporation

ARTICLES OF INCORPORATION

 OF 

Doney Park Water

A Non-Profit Corporation

Pursuant to A.R.S. S10-1001 et seq.

(As Amended Through December 31, 1990)

ARTICLE I

            The name of this association shall be Doney Park Water.

ARTICLE II

Purposes

            This association is organized and exists as a non-profit association without capital stock pursuant to the laws of the State of Arizona and the objects and purposes for which the association is formed are as follows:

(1)               To associate its members together for their mutual interest and benefit and

 to that end to construct, install, maintain and operate a water system for the purpose of supplying water to its members for domestic purposes and to engage in any activity related thereto, including but not limited to, the acquisition of water by diversion, storage, drilling, pumping and the purchase, laying installation, operation, maintenance and repair of wells, pumping equipment, canals, ditches, structures, pipelines, valves and all other material and equipment necessary to the construction, repair, maintenance and operation of a complete domestic water supply system.

(2)               The transaction of any and all lawful business for which a non-profit

corporation may be incorporated in the State of Arizona.

ARTICLE III

            The known place of business for the transaction of business for this Association shall be Doney Park Water, 5290 E. Northgate Loop, Flagstaff, Coconino County, Arizona 86004, or such other place as the Board of Directors may from time to time determine.  Further, the association may maintain offices and places of business in such other places within or with out the State of Arizona as the Board of Directors may determine as appropriate.

ARTICLE IV

            The time of commencement of the existence of this association shall be the date of the issuance to it by the Arizona Corporation Commission of a Certificate of Incorporation, and thereafter to endure in perpetuity.

ARTICLE V

            Under the terms and conditions prescribed by its By-Laws, this association shall admit as members only such persons as are bona fide residents within the area encompassed in the Certificate of Convenience and Necessity issued to the association by the Arizona Corporation Commission, or its successor agency, as that certificated area may from time to time be amended pursuant to applicable law.

ARTICLE VI

            The privileges of holding office and voting shall belong to all members who are users of the products of the Corporation and who are connected with the distributive system.  Each member shall be entitled to one (1) vote and may vote or act by proxy.  Cumulative voting shall be prohibited.

ARTICLE VII

            The names, posts office addresses and residences of the incorporators of this association are as follows:

Names                                     Post Office Address                             Residents

H. L. Hutchinson                      Flagstaff, Arizona                                  Black Bill Park

Walter Brandis             Flagstaff, Arizona                                  Black Bill Park

C. R. Monroe                           Flagstaff, Arizona                                  Black Bill Park

Arthur Brandis              Flagstaff, Arizona                                  Black Bill Park

Clarence Johnson                     Flagstaff, Arizona                                  Black Bill Park

ARTICLE VIII

            William P. Sullivan, 2712 North 7^th Street, Phoenix, Arizona 85006 who is a bona fide resident of Maricopa County, Phoenix, Arizona is hereby appointed lawful agent for the association, and in its behalf accepts and can accept service, and upon who may be served all necessary process, or processes, in any action, suit or proceedings which may be brought against it in any of the courts in the State of Arizona.  The Board of Directors may revoke this appointment at any time and shall have the power to fill any vacancy in such position. 

ARTICLE IX

            After due notice of the meeting was given, the following named persons were, on the 11^th day of April, 1936 at Flagstaff, Arizona, duly elected and qualified and appointed as the Board of Directors of this association to serve until their successors are elected and qualified:

                                                H.L. Hutchinson

                                                Walter Brandis

                                                C.R. Monroe

                                                Arthur Brandis

                                                Clarence Johnson

ARTICLE X

            The officers of this association, who shall conduct the affairs under the management and control of the board of Directors, shall be a President, a Vice-President, a Secretary and a Treasurer, one or more of the offices, except those of President and Secretary may be filled by the same person.  The President, Vice-President, Secretary and Treasurer shall be elected annually.  Directors shall be elected for staggered terms as provided by the By-laws.  The President, Vice-President and Secretary shall be chosen from the Directors of this association.  The officers of the association shall be entitled to a reasonable salary for service rendered.

ARTICLE XI

            This association shall, under no conditions, issue or cause to be issued, capital stock of any kind whatsoever.

ARTICLE XII

            The private property of the members of this association shall not be subject to the payment of corporate debts to any extent whatsoever.

ARTICLE XIII

A.        Annual Meeting:

            The annual meeting of the members of this association shall be on the first Monday in May of each year at the principal office of business of the association or at such other time or place in Arizona as the directors, after due notice, may prescribe.

(The directors have prescribed the 2^nd Wednesday in June.)

B.         Regular and Special Meetings:

            Regular and special meetings of the membership may be held at the times and in the manner prescribed in the By-laws; provided, however, the membership reserves the right to hold special meeting (s) for any legal corporate purpose upon request, evidenced in writing, of at least 10% of the members; the association shall provide written notice to each member, at least ten (10) days prior to the meeting of the time, place and purpose of any special meeting so requested.

ARTICLE XIV

A.        Amendment of Articles of Incorporation:

            This association reserves the right to amend or change or repeal any provisions of these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights as conferred upon the members herein are granted subject to this reservation.

B.         Amendment of By-Laws:

            The power to amend, alter or repeal the By-Laws or adopt new By-Laws for this association shall be vested in the Board of Directors.  In addition, the membership, at any regular or special meeting noticed for this purpose, shall have the power to alter, amend or repeal any By-law or adopt new By-Laws, upon the affirmative vote representing at least twenty percent (20%) of the total membership.  The presence, in person or by proxy, of at least twenty percent (20%) of their membership shall constitute a quorum for the consideration of the alteration, amendment, repeal or amendment of the By-Laws.

                                                                        Doney Park Water