East Millcreek Water Company – Proposed Changes to Articles (March 2016)
|Section of Bylaws||Summary of Change||Proposed Change|
|Article XVII||Update citation to Utah Code to reflect the correct and current section of the Code.||Change “§ 16‑4‑4 et seq.” change to “§ 16‑4‑101”.|
East Millcreek Water Company – Proposed Changes to Bylaws (March 2016)
|Section of Bylaws||Summary of Change||Proposed Change|
|Article V(C); Article VIII(Q); Article IX(B)(4); Article XI(G)||Change the word “shareholder” to “stockholder” throughout the Bylaws.|
|Article VII||Update citation to Utah Code sections to reflect the correct and current section of the Code.||“§ 16‑6a‑502” change to “§ 16‑6a‑1001 et seq.”|
|Article VIII(D), (K), (L), (M), and (N)(4); Article IX(B)(3) and (C); Article XI(D), (F); Article XV||Change the word “notice” to “Notice”, a defined term, throughout the Bylaws.|
|Article VIII(L)||Update the method of notice for special meetings to include email or fax, rather than telephone notice; grammar change to last sentence.||“Notice of all special meetings shall be given to each of the Directors at least 24 hours before such meeting if given in person, or by telephone, or via the internet, and at least three (3) days before such meeting if given by mail.”
Change to: “Notice of all special meetings shall be given to each of the Directors at least 24 hours before such meeting if given in person, or by electronic mail, or by facsimile, and at least three (3) days before such meeting if given by mail.”
“Neither the business to be transacted at, or the purpose . . .” changed to “Neither the business to be transacted at, nor the purpose . . . .”
|Article XI(D), (E), (F)||Update Notice and Waiver of Notice to reflect the Notice definition provided in new Article XVI.||Delete references to notice by mail or written notice, include reference to Notice definition in Article XVI, move provision (E) to Article XVI with edits, add “. . . so long as the waiver Notice is provided for in accordance with these Bylaws.” to the end of (F).|
|Article XI(G)||Change “stock ledger books” to “Voting List” and provide details as to how the Voting List is organized, information it contains, and Utah Code provisions it is in compliance with.
Provide further detail about when a voting member may review the Voting List.
|Change “The Secretary shall establish a stockholder of record date for each stockholder meeting and bring the stock ledger books current as of such date. The stock ledger books shall be subject to shareholder inspection at the office of the Company during normal business hours and at any time during a stockholder meeting. The stock ledger books shall be prima facie evidence as to the list of stockholders entitled to vote at any meeting.” To
“The Secretary shall establish a stockholder of record date for each stockholder meeting, which shall serve as the Voting List and bring this Voting List current as of such date in compliance with Utah Code Ann. § 16-6a-710 (as amended). The Voting List shall be arranged by voting group; be alphabetical within each voting group; show the address of each member entitle to notice of, and to vote, at the meeting or to take such action by written ballot; and show the number of cotes each member is entitled to vote at the meeting or by written ballot. The Voting List shall be subject to stockholder inspection by any member entitled to vote at the meeting, beginning the earlier of either 10-days before the stockholder meeting for which the list was prepared; or two business days after notice of the meeting is given; and continuing through the meeting, and any adjournment of the meeting; and at the office of the Company during normal business hours. The Voting List shall be prima facie evidence as to the list of stockholders entitled to vote at any meeting.”
|Article XIII||Update name of Utah Code cited to reflect correct and current provisions.||Remove “§ 16‑6a‑502” and change “Utah Code Annotated” to “the Utah Revised Nonprofit Corporation Act.|
|Article XV||Update name of Utah Code cited to reflect correct and current provisions.||Change “§ 16‑4-4 et seq.” to “§ 16‑4‑101”.|
|Article XVI||Add Notice provision to define “Notice” for the Bylaws and reflect notice by email or fax, instead of just by mail, building on information previously provided in Article XI(E).||Insert “Notice, unless otherwise specified, is deemed sufficient if provided by the mailing of written notice by first class, certified or registered mail or by personal delivery of written notice. Notice may also be provided by electronic email or facsimile so long as Notice provided in a form other than the mailing of written notice or personal notice, as described above, is requested, in advance, by the stockholder, in writing and submitted by one of the Notice provisions described above herein. It shall be the responsibility of all stockholders to advise the Secretary of any change in the stockholder’s mailing address or form of requested Notice. If Notice is provided by the mailing of written notice, it shall be deemed to be delivered when deposited in the United States mail with postage thereon prepared addressed to the stockholder at his or her address as it appears on the books and records of the Corporation, unless the stockholder shall have filed with the Secretary of the Corporation a written request that such Notice be mailed to some other address, in which case the Notice shall be mailed to the address designated in such request. If Notice is given by personal delivery it shall be deemed delivered upon receipt. If Notice is given by electronic email or facsimile, it shall be deemed delivered at the time the notice was electronically submitted.”|
|Article XVI and Article XVII||Renumber to reflect the addition of Article XVI on Notice.||Change Article XVI to Article XVII.
Change Article XVII to Article XVIII.