**Exhibit3.2**

 

AMENDED ANDRESTATED BYLAWS

 

OF

 

SOUTHWEST WATERCOMPANY

 

(a Delawarecorporation)

 

 

Dated August 20,2009

 

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| ARTICLE I STOCKHOLDERS         | 1                                                        |
|--------------------------------|----------------------------------------------------------|
|                           |                                                     |   |
| Section 1.                | Annual Meetings                                          | 1 |
| Section 2.                | Special Meetings                                         | 1 |
| Section 3.                | Notice of Meetings                                       | 1 |
| Section 4.                | Quorum                                                   | 1 |
| Section 5.                | Organization                                             | 2 |
| Section 6.                | Conduct of Business                                      | 2 |
| Section 7.                | Notice of Stockholder  Business                          | 2 |
| Section 8.                | Proxies and Voting                                       | 3 |
| Section 9.                | Stock List                                               | 3 |
|                           |                                                     |   |
| ARTICLE II BOARD OF  DIRECTORS | 4                                                        |
|                           |                                                     |   |
| Section 1.                | Number and Term of  Office                               | 4 |
| Section 2.                | Vacancies                                                | 4 |
| Section 3.                | Regular Meetings                                         | 5 |
| Section 4.                | Special Meetings                                         | 5 |
| Section 5.                | Quorum                                                   | 5 |
| Section 6.                | Participation in  Meetings by Conference Telephone       | 5 |
| Section 7.                | Conduct of Business                                      | 5 |
| Section 8.                | Powers                                                   | 5 |
| Section 9.                | Compensation of  Directors                               | 6 |
| Section 10.               | Nomination of Director  Candidates                       | 6 |
|                           |                                                     |   |
| ARTICLE III COMMITTEES         | 7                                                        |
|                           |                                                     |   |
| Section 1.                | Committees of the Board  of Directors                    | 7 |
| Section 2.                | Conduct of Business                                      | 7 |
|                           |                                                     |   |
| ARTICLE IV OFFICERS            | 8                                                        |
|                           |                                                     |   |
| Section 1.                | Generally                                                | 8 |
| Section 2.                | Chair of the Board                                       | 8 |
| Section 3.                | Executive Vice Chair                                     | 8 |
| Section 4.                | Chief Executive Officer                                  | 8 |
| Section 5.                | President                                                | 8 |
| Section 6.                | Vice Presidents                                          | 9 |
| Section 7.                | Treasurer                                                | 9 |
| Section 8.                | Secretary                                                | 9 |
| Section 9.                | Delegation of Authority                                  | 9 |
| Section 10.               | Removal                                                  | 9 |
| Section 11.               | Action With Respect to  Securities of Other Corporations | 9 |
|                           |                                                     |   |
| ARTICLE V STOCK                | 9                                                        |
|                           |                                                     |   |
| Section 1.                | Certificates of Stock                                    | 9 |
| Section 2.                | Transfers of Stock                                       | 9 |
| Section 3.                | Record Date                                              | 10 |
| Section 4.                | Lost, Stolen, or Destroyed  Certificates                 | 10 |
| Section 5.                | Regulations                                              | 10 |

 

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| ARTICLE VI NOTICES                                      | 10                                         |
|---------------------------------------------------------|--------------------------------------------|
|                                                    |                                       |   |
| Section 1.                                         | Notices                                    | 10 |
| Section 2.                                         | Waivers                                    | 10 |
|                                                    |                                       |   |
| ARTICLE VII  MISCELLANEOUS                              | 10                                         |
|                                                    |                                       |   |
| Section 1.                                         | Facsimile Signatures                       | 10 |
| Section 2.                                         | Corporate Seal                             | 11 |
| Section 3.                                         | Reliance Upon Books,  Reports, and Records | 11 |
| Section 4.                                         | Fiscal Year                                | 11 |
| Section 5.                                         | Time Periods                               | 11 |
|                                                    |                                       |   |
| ARTICLE VIII  INDEMNIFICATION OF DIRECTORS AND OFFICERS | 11                                         |
|                                                    |                                       |   |
| Section 1.                                         | Right to  Indemnification                  | 11 |
| Section 2.                                         | Right of Claimant to  Bring Suit           | 12 |
| Section 3.                                         | Non-Exclusivity of  Rights                 | 12 |
| Section 4.                                         | Indemnification  Contracts                 | 12 |
| Section 5.                                         | Insurance                                  | 12 |
| Section 6.                                         | Effect of Amendment                        | 13 |
|                                                    |                                       |   |
| ARTICLE IX AMENDMENTS                                   | 13                                         |

 

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AMENDED AND RESTATEDSOUTHWEST WATER COMPANYBYLAWS

 

ARTICLE ISTOCKHOLDERS

 

Section 1.                                   Annual Meetings.  Anannual meeting of the stockholders of Southwest Water Company (the “Corporation”),for the election of directors and for the transaction of such other business asmay properly come before the meeting, shall be held at such place, on suchdate, and at such time as the Board of Directors shall each year fix, whichdate shall be within thirteen months subsequent to the later of the date ofincorporation or the last annual meeting of stockholders.

 

Section 2.                                   Special Meetings.  Special meetings of the stockholders, for anypurpose or purposes prescribed in the notice of the meeting, may be called bythe Board of Directors or by one or more holders of at least 20% of the votingpower of all of the then outstanding shares of the capital stock of theCorporation entitled to vote at any meeting of stockholders, and shall be heldat such place, on such date, and at such time as the Board of Directors shallfix.  Business transacted at specialmeetings shall be confined to the purpose or purposes stated in the notice.

 

Section 3.                                   Notice ofMeetings.  Written notice of theplace, date, and time of all meetings of the stockholders shall be given, notless than ten (10) nor more than sixty (60) days before the date on whichthe meeting is to be held, to each stockholder entitled to vote at suchmeeting, except as otherwise provided herein or required by law (meaning, hereand hereinafter, as required from time to time by the General Corporation Lawof the State of Delaware or the Certificate of Incorporation of theCorporation).

 

When a meeting is adjourned to another place, date,or time, written notice need not be given of the adjourned meeting if theplace, date, and time thereof are announced at the meeting at which theadjournment is taken; provided, however, that if the date of any adjournedmeeting is more than thirty (30) days after the date for which the meeting wasoriginally noticed, or if a new record date is fixed for the adjourned meeting,written notice of the place, date, and time of the adjourned meeting shall begiven in conformity herewith.  At anyadjourned meeting, any business may be transacted which might have been transactedat the original meeting.

 

Section 4.                                   Quorum.  A majority of the voting power of the issuedand outstanding capital stock of the Corporation entitled to vote at anymeeting of stockholders, the holders of which are present in person orrepresented by proxy, shall constitute a quorum for the transaction of businessexcept as otherwise provided herein or required by law.  A quorum, once established, shall not bebroken by the withdrawal of any number of votes, and the remaining votespresent may continue to transact business until adjournment.  If, however, such quorum shall not be

 

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Amended and Restated Bylaws of SouthWest Water Company

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present or represented at any meeting of the stockholders, a majorityof the voting power of the capital stock present in person or represented byproxy may adjourn the meeting from time to time, without notice other thanannouncement at the meeting unless otherwise provided herein or required bylaw, until a quorum shall be present in person or represented by proxy.  At any reconvened meeting at which a quorumshall be present in person or represented by proxy, any business may betransacted which might have been transacted at the meeting as originallynoticed.  Except as otherwise required bylaw, if a meeting at which a quorum is present in person or represented byproxy is adjourned, shares present in person or represented by proxy at anyreconvened meeting, even if less than a quorum, may transact any business whichmight have been transacted at the meeting at which the quorum was originallypresent in person or represented by proxy.

 

Section 5.                                   Organization.  Such person as the Board of Directors mayhave designated or, in the absence of such a person, the chief executiveofficer of the Corporation or, in his or her absence, such person as may bechosen by the holders of a majority of the shares entitled to vote who arepresent, in person or by proxy, shall call to order any meeting of thestockholders and act as chairman of the meeting.  In the absence of the Secretary of theCorporation, the secretary of the meeting shall be such person as the chairmanappoints.

 

Section 6.                                   Conduct ofBusiness.  The chairman of anymeeting of stockholders shall determine the order of business and the procedureat the meeting, including such regulation of the manner of voting and theconduct of discussion as seem to him or her in order.  Any action required or permitted to be takenby the stockholders must be effected at an annual or special meeting ofstockholders and may not be effected by any consent in writing by thestockholders.

 

Section 7.                                   Notice ofStockholder Business.  At an annualor special meeting of the stockholders, only such business shall be conductedas shall have been properly brought before the meeting.  To be properly brought before a meeting,business must be (a) specified in the notice of meeting (or any supplementthereto) given by or at the direction of the Board of Directors, (b) properlybrought before the meeting by or at the direction of the Board of Directors, (c) properlybrought before an annual meeting by a stockholder and if, and only if, thenotice of such annual meeting, which sets forth the business to be broughtbefore such annual meeting, states the business which is properly brought beforesuch meeting by the stockholder, or (d) properly brought before anyspecial meeting by the stockholder or stockholders entitled to call suchmeeting pursuant to Section 2 of Article I of these bylaws and if,and only if, the notice of such meeting, which sets forth the business to bebrought before such special meeting, states the business which is properlybrought before such meeting by the stockholder or stockholders entitled to callsuch meeting.  For business to beproperly brought before any special or annual meeting by stockholder(s), thestockholder(s) must have given timely notice thereof in writing to theSecretary of the Corporation.  To betimely, such notice must be delivered to or mailed and received at theprincipal executive offices of the Corporation not less than ninety (90) daysprior to any special or annual meeting; provided, however, that in the eventthat less than one hundred (100) days’ notice or prior public disclosure of thedate of any annual meeting is given or made to stockholders, notice by thestockholder(s) to be timely must be so received not later than the closeof business on the 10th date following the dayon which such notice of the date of the annual meeting was mailed or suchpublic disclosure was made.  Thestockholder(s)’ notice to the Secretary shall set forth as to each matter thestockholder(s) propose to bring before the 

 

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meeting (a) a brief description of the business desired to bebrought before the meeting and the reasons for conducting such business at themeeting, (b) the name and address, as they appear on the Corporation’sbooks, of the stockholder(s) proposing such business, (c) the classand number of shares of the Corporation which are beneficially owned by thestockholder(s), and (d) any material interest of the stockholder(s) insuch business.  Notwithstanding anythingin these bylaws to the contrary, no business shall be conducted at any meetingexcept in accordance with the procedures set forth in this Section 7.  The chairman of any meeting shall, if thefacts warrant, determine and declare to the meeting that such business was notproperly brought before the meeting and in accordance with the provisions ofthis Section 7, and if he should so determine he shall so declare to themeeting and any such business not properly brought before the meeting shall notbe capable of being transacted.

 

Section 8.                                   Proxies andVoting.  At any meeting of thestockholders, every stockholder entitled to vote may vote in person or by proxyauthorized by an instrument in writing filed in accordance with the procedureestablished for the meeting.

 

Each stockholder shall have one vote for every shareof stock entitled to vote which is registered in his or her name on the recorddate for the meeting, except as otherwise provided herein or required by law.

 

All voting, including on the election of directorsbut excepting where otherwise required by law, may be by a voice vote;provided, however, that upon demand therefor by a stockholder entitled to votehis or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall statethe name of the stockholder or proxy voting and such other information as maybe required under the procedure established for the meeting.  Every vote taken by ballots shall be countedby an inspector or inspectors appointed by the chairman of the meeting.

 

All matters, including the election of directors,shall be determined by a majority of votes cast.

 

Section 9.                                   Stock List.  A complete list of stockholders entitled tovote at any meeting of stockholders, arranged in alphabetical order for eachclass of stock and showing the address of each such stockholder and the numberof shares registered in his or her name, shall be open to the examination ofany such stockholder, for any purpose germane to the meeting, during ordinarybusiness hours for a period of at least ten (10) days prior to the meeting,either at a place within the city where the meeting is to be held, which placeshall be specified in the notice of the meeting, or if not so specified, at theplace where the meeting is to be held.

 

The stock list shall also be kept at the place ofthe meeting during the whole time thereof and shall be open to the examinationof any such stockholder who is present. This list shall presumptively determine the identity of the stockholdersentitled to vote at the meeting and the number of shares held by each of them.

 

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Amended and Restated Bylaws of SouthWest Water Company

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ARTICLE IIBOARD OF DIRECTORS

 

Section 1.                                   Number and Termof Office.  The number of directorsshall be ten.

 

At the 2008 Annual Meeting of Stockholders, thesuccessors of the Directors whose terms expire at that meeting shall be electedfor a term expiring at the 2009 Annual Meeting of Stockholders.  At the 2009 Annual Meeting of Stockholders,the successors of the Directors whose terms expire at that meeting shall beelected for a term expiring at the 2010 Annual Meeting of Stockholders.  At the 2010 Annual Meeting of Stockholders,and at each Annual Meeting of Stockholders thereafter, the successors of theDirectors whose terms expire at that meeting shall be elected for termsexpiring at the next Annual Meeting of Stockholders.

 

Except as provided for in Section 2 of thisArticle, each director shall be elected by a vote of the majority of the votescast with respect to the director at any meeting for the election of directorsat which a quorum is present, provided that if the number of nominees exceedsthe number of directors to be elected, the directors shall be elected by thevote of a plurality of the votes cast with respect to the director at any suchmeeting. For purposes of this Section, a majority of the votes cast means thatthe number of shares voted “for” a director must exceed fifty percent of votescast with respect to that director.

 

If a director is not elected, the director shall offerto tender his or her resignation to the Board. The Nominating and GovernanceCommittee will make a recommendation to the Board on whether to accept orreject the resignation, or whether other action should be taken. The Board willact on the Committee’s recommendation and publicly disclose its decision andthe rationale behind it within ninety (90) days from the date of thecertification of the election results. The director who tenders his or herresignation will not participate in the Committee’s recommendation or the Board’sdecision. If, for any cause, the Board of Directors shall not have been electedat an annual meeting of stockholders, they may be elected as soon thereafter asconvenient at a special meeting of the stockholders called for that purpose inthe manner provided in these Bylaws.

 

Section 2.                                   Vacancies.  Vacancies and newly created directorshipsresulting from an increase in the authorized number of directors may be filledby a majority vote of the directors then in office, though less than a quorum,or by a sole remaining director, and each director so elected shall hold officefor the unexpired portion of the term of the director whose place shall bevacant, and until his or her successor shall have been duly elected andqualified.  A vacancy in the Board of theDirectors shall be deemed to exist under this section if the stockholders failany meeting of stockholders at which directors are to be elected to elect thenumber of directors then constituting the whole Board or in the case of death,resignation, retirement, disqualification, removal from office, or other cause.

 

A resignation is effective at the pleasure of theBoard of Directors unless the resignation specifies a particular effective dateor an effective date determined upon the happening of an event or events.  When one or more directors shall resign fromthe Board, 

 

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effective at a future date, a majority of the directors then in office,including those who have so resigned, shall have power to fill such vacancy orvacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice for the unexpired portion of the term of the director whose place shallbe vacated and until his or her successor shall have been duly elected andqualified.

 

Section 3.                                   Regular Meetings.  Regular meetings of the Board of Directorsshall be held at such place or places, on such date or dates, and at such timeor times as shall have been established by the Board of Directors andpublicized among all directors.  A noticeof each regular meeting shall not be required.

 

Section 4.                                   Special Meetings.  Special meetings of the Board of Directorsmay be called by the Chairman of the Board or by the President or by one-thirdof the directors then in office (rounded up to the nearest whole number) andshall be held at such place, on such date, and at such time as they or he orshe shall fix.  Notice of the place,date, and time of each such special meeting shall be given each director bywhom it is not waived by mailing written notice not less than five (5) daysbefore the meeting or by transmitting the same by telegram or similar means oftransmission not less than twenty-four (24) hours before the meeting.  Unless otherwise indicated in the noticethereof, any and all business may be transacted at a special meeting.

 

Section 5.                                   Quorum.  Except as otherwise required by law, at anymeeting of the Board of Directors, a majority of the total number of authorizeddirectors shall constitute a quorum for all purposes.  If a quorum shall fail to attend any meeting,a majority of the directors present may adjourn the meeting to another place,date, or time, without further notice or waiver thereof.

 

Section 6.                                   Participation inMeetings by Conference Telephone. With respect to members of the Board of Directors who participate in ameeting of the Board of Directors (or any committee thereof) by conferencetelephone or other communications equipment, the Chairman of the Board, theActing Chairman of the Board, the Chairman of the Committee, or their designee,shall verify by voice recognition or any other means reasonably selected at theoutset of such meeting (i) the identity of that member, and (ii) thatstatements, questions, actions or votes by members so participating are made bysuch members and not by persons who are not permitted to participate asDirectors.

 

Section 7.                                   Conduct ofBusiness.  At any meeting of theBoard of Directors, business shall be transacted in such order and manner asthe Board of Directors may from time to time determine, and all matters shallbe determined by the vote of a majority of the directors present, except asotherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if allmembers thereof consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the Board of Directors.

 

Section 8.                                   Powers.  The Board of Directors may, except asotherwise required by law, exercise all such powers and do all such acts andthings as may be exercised or done by the Corporation, including, withoutlimiting the generality of the foregoing, the unqualified power:

 

(1)                              To declare dividends from time to time inaccordance with law;

 

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(2)                              Topurchase or otherwise acquire any property, rights, or privileges on such termsas it shall determine;

 

(3)                              Toauthorize the creation, making, and issuance, in such form as it may determine,of written obligations of every kind, negotiable or non-negotiable, secured orunsecured, and to do all things necessary in connection therewith;

 

(4)                              Toremove any officer of the Corporation with or without cause, and from time totime to devolve the powers and duties of any officer upon any other person forthe time being;

 

(5)                              Toconfer upon any officer of the Corporation the power to appoint, remove, andsuspend subordinate officers, employees, and agents;

 

(6)                              Toadopt from time to time such stock option, stock purchase, bonus, or othercompensation plans for directors, officers, employees, and agents of theCorporation and its subsidiaries as it may determine;

 

(7)                              Toadopt from time to time such insurance, retirement, and other benefit plans fordirectors, officers, employees, and agents of the Corporation and itssubsidiaries as it may determine; and

 

(8)                              Toadopt from time to time regulations, not inconsistent with these bylaws, forthe management of the Corporation’s business and affairs.

 

Section 9.                                   Compensation ofDirectors.  Directors, as such, mayreceive, pursuant to resolution of the Board of Directors, fixed fees and othercompensation for their services as directors, including, without limitation,their services as members of committees of the Board of Directors.

 

Section 10.                           Nomination of DirectorCandidates.  Nominations for theelection of directors may be made by the Board of Directors or a proxycommittee appointed by the Board of Directors or by any stockholder generallyentitled to vote in the election of directors. However, any stockholder generally entitled to vote in the election ofdirectors may nominate one or more persons for election as directors at ameeting only if timely notice of such stockholder’s intent to make suchnomination or nominations has been given in writing to the Secretary of theCorporation.  To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the Corporation not fewer than ninety (90) days prior to the meeting; provided, however, that in theevent that less than one hundred (100) days’ notice or prior public disclosureof the date of the annual meeting is given or made to stockholders, notice bythe stockholder to be timely must be so received no later than the close ofbusiness on the 10th day following the day on which such notice ofthe date of the annual meeting was mailed or such public disclosure wasmade.  Each such notice shall set forth: (a) thename and address of the stockholder who intends to make the nomination and ofthe person or persons to be nominated; (b) a representation that thestockholder is a holder of record of stock of the Corporation generallyentitled to vote for the election of directors on the date of such notice andintends to appear in person or by proxy at the meeting to nominate the personor persons specified in the notice; (c) a description of all arrangementsor understandings between 

 

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Amended and Restated Bylaws of SouthWest Water Company

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the stockholder and each nominee and any other person or persons(naming such person or persons) pursuant to which the nomination or nominationsare to be made by the stockholder; (d) such other information regardingeach nominee proposed by such stockholder as would be required to be includedin a proxy statement filed pursuant to the proxy rules of the Securitiesand Exchange Commission, had the nominee been nominated, or intended to benominated, by the Board of Directors; and (e) the consent of each nomineeto service as a director of the Corporation if so elected.

 

In the event that a person is validly designated as anominee in accordance with this Section 10 and shall thereafter becomeunable or unwilling to stand for election to the Board of Directors, the Boardof Directors or the stockholder who proposed such nominee, as the case may be,may designate a substitute nominee upon delivery, not fewer than five (5) daysprior to the date of the meeting for the election of such nominee, of a writtennotice to the Secretary setting forth such information regarding suchsubstitute nominee as would have been required to be delivered to the Secretarypursuant to this Section 10 had such substitute nominee been initiallyproposed as a nominee.  Such notice shallinclude a signed consent to serve as a director of the Corporation, if elected,of each such substitute nominee.

 

If the chairman of the meeting for the election ofdirectors determines that a nomination of any candidate for election as adirector at such meeting was not made in accordance with the applicableprovisions of this Section 10, such nomination shall be void.

 

ARTICLE IIICOMMITTEES

 

Section 1.                                   Committees of theBoard of Directors.  The Board ofDirectors, by a vote of a majority of the total number of authorized directors,may from time to time designate committees of the Board, with such lawfullydelegable powers and duties as it thereby confers, to serve at the pleasure ofthe Board and shall, for those committees and any others provided for herein,elect a director or directors to serve as the member or members, designating,if it desires, other directors as alternate members who may replace any absentor disqualified member at any meeting of the committee.  Any committee so designated may exercise thepower and authority of the Board of Directors to declare a dividend, toauthorize the issuance of stock, or to adopt a certificate of ownership andmerger pursuant to Section 253 of the Delaware General Corporation Law ifthe resolution which designates the committee or a supplemental resolution ofthe Board of Directors shall so provide. In the absence or disqualification of any member of any committee andany alternate member in his place, the member or members of the committeepresent at the meeting and not disqualified from voting, whether or not he orshe or they constitute a quorum, may by unanimous vote appoint another memberof the Board of Directors to act at the meeting in the place of the absent ordisqualified member.

 

Section 2.                                   Conduct ofBusiness.  Each committee maydetermine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein orrequired by law.  Adequate provisionshall be made for notice to members of all meetings; one-third of theauthorized members shall constitute a quorum unless the committee shall consistof one or two members, in which event one member shall constitute a 

 

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quorum, and all matters shall be determined by a majority vote of themembers present.  Action may be taken byany committee without a meeting if all members thereof consent thereto inwriting, and the writing or writings are filed with the minutes of theproceedings of such committee.

 

ARTICLE IVOFFICERS

 

Section 1.                                   Generally.  The officers of the Corporation shall consistof a Chair of the Board, an Executive Vice Chair, a Chief Executive Officer, aPresident, a Chief Financial Officer, one or more Vice Presidents, a Secretary,a Treasurer, and such other officers as may from time to time be appointed bythe Board of Directors.  Officers shall beelected by the Board of Directors, which shall consider that subject at itsfirst meeting after every annual meeting of stockholders.  Each officer shall hold office until his orher successor is elected and qualified or until his or her earlier resignationor removal.  Any number of offices may beheld by the same person.

 

Section 2.                                   Chair of theBoard.  The Chair of the Board, ifsuch an officer be elected, shall, if present, preside at all meetings of theBoard of Directors and exercise and perform such other powers and duties as maybe from time to time assigned by the Board of Directors or prescribed by thesebylaws.  If there is no Chief ExecutiveOfficer or President, the Chair of the Board shall in addition be the ChiefExecutive Officer of the Corporation and shall have the powers and dutiesprescribed in SECTION 4 of this Article IV.

 

Section 3.                                   Executive ViceChair.  The Executive Vice Chairshall have such powers and duties as may be delegated to him or her by theBoard of Directors or by the bylaws, or the Chair of the Board.  The Executive Vice Chair shall perform theduties and exercise the powers of the Chair of the Board in the event of theChair’s absence or disability.

 

Section 4.                                   Chief ExecutiveOfficer.  Subject to such supervisorypowers, if any, as may be given by the Board of Directors to the Chairman ofthe Board, if there is such an officer, the Chief Executive Officer shall,subject to the control of the Board of Directors and these bylaws, have theresponsibility for the general management and control of the business andaffairs of the Corporation and shall perform all duties and have all powerswhich are commonly incident to the office of chief executive or which aredelegated to him or her by the Board of Directors or prescribed by thesebylaws. He or she shall have the power to sign all stock certificates,contracts, and other instruments of the Corporation which are authorized andshall have general supervision and direction of all the other officers,employees and agents of the Corporation.

 

Section 5.                                   President.  In the absence or disability of the ChiefExecutive Officer, if there be such an officer, the President shall perform allthe duties of the Chief Executive Officer, and when so acting shall have allthe powers of and be subject to all the restrictions upon the Chief ExecutiveOfficer.  The President shall have suchother duties as from time to time may be prescribed for him or her by the Boardof Directors or the Chief Executive Officer.

 

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Section 6.                                   Vice Presidents.  Each Vice President shall have such powersand duties as may be delegated to him or her by the Board of Directors or bythe bylaws, the President, or the Chair of the Board if there is noPresident.  One Vice President shall bedesignated by the Board to perform the duties and exercise the powers of thePresident in the event of the President’s absence or disability.

 

Section 7.                                   Treasurer.  The Treasurer shall have the responsibilityfor maintaining the financial records of the Corporation and shall have custodyof all monies and securities of the Corporation.  He or she shall make such disbursements ofthe funds of the Corporation as are authorized and shall render from time totime an accounting of all such transactions and of the financial condition ofthe Corporation.  The Treasurer shallalso perform such other duties as the Board of Directors or these bylaws mayfrom time to time prescribe.

 

Section 8.                                   Secretary.  The Secretary shall issue all authorizednotices for, and shall keep minutes of, all meetings of the stockholders andthe Board of Directors.  He or she shallhave charge of the corporate books and shall perform such other duties as theBoard of Directors or these bylaws may from time to time prescribe.

 

Section 9.                                   Delegation ofAuthority.  The Board of Directorsmay from time to time delegate the powers or duties of any officer to any otherofficers or agents, notwithstanding any provision hereof.

 

Section 10.                           Removal.  Any officer of the Corporation may be removedat any time, with or without cause, by the Board of Directors.

 

Section 11.                           Action With Respect toSecurities of Other Corporations. Unless otherwise directed by the Board of Directors, the President orany officer of the Corporation authorized by the President shall have power tovote and otherwise act on behalf of the Corporation, in person or by proxy, atany meeting of stockholders of or with respect to any action of stockholders ofany other corporation in which this Corporation may hold securities, andotherwise to exercise any and all rights and powers which the Corporation maypossess by reason of its ownership of securities in such other corporation.

 

ARTICLE VSTOCK

 

Section 1.                                   Certificates ofStock.  Each stockholder shall beentitled to a certificate signed by, or in the name of the Corporation by, thePresident or a Vice President, and by the Secretary or an Assistant Secretaryor the Treasurer or an Assistant Treasurer, certifying the number of sharesowned by him or her.  Any or all of thesignatures on the certificate may be facsimile.

 

Section 2.                                   Transfers ofStock.  Transfers of stock shall bemade only upon the transfer books of the Corporation kept at an office of theCorporation or by transfer agents designated to transfer shares of the stock ofthe Corporation.  Except where acertificate is issued in accordance with Section 4 of Article V ofthese bylaws, an outstanding certificate for the 

 

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number of shares involved shall be surrendered for cancellation beforea new certificate is issued therefor.

 

Section 3.                                   Record Date.  The Board of Directors may fix a record date,which shall not be more than sixty (60) nor fewer than ten (10) daysbefore the date of any meeting of stockholders, nor more than sixty (60) daysprior to the time for the other action hereinafter described, as of which thereshall be determined the stockholders who are entitled:  (a) to notice of or to vote at anymeeting of stockholders or any adjournment thereof;  (b) to receive payment of any dividendor other distribution or allotment of any rights; or (c) to exercise anyrights with respect to any change, conversion, or exchange of stock or withrespect to any other lawful action.

 

Section 4.                                   Lost, Stolen, orDestroyed Certificates.  In the eventof the loss, theft, or destruction of any certificate of stock, another may beissued in its place pursuant to such regulations as the Board of Directors mayestablish concerning proof of such loss, theft, or destruction and concerningthe giving of a satisfactory bond or bonds of indemnity.

 

Section 5.                                   Regulations.  The issue, transfer, conversion, andregistration of certificates of stock shall be governed by such otherregulations as the Board of Directors may establish.

 

ARTICLE VINOTICES

 

Section 1.                                   Notices.  Except as otherwise specifically providedherein or required by law, all notices required to be given to any stockholder,director, officer, employee, or agent shall be in writing and may in everyinstance be effectively given by hand delivery to the recipient thereof, bydepositing such notice in the mails, postage paid, or by sending such notice byprepaid telegram or mailgram.  Any suchnotice shall be addressed to such stockholder, director, officer, employee, oragent at his or her last known address as the same appears on the books of theCorporation.  The time when such noticeis received by (if hand delivered), or dispatched to (if delivered through themails or by telegram or mailgram), such stockholder, director, officer,employee, or agent, or by any person accepting such notice on behalf of suchperson, shall be the time of the giving of the notice.

 

Section 2.                                   Waivers.  A written waiver of any notice, signed by astockholder, director, officer, employee, or agent, whether before or after thetime of the event for which notice is to be given, shall be deemed equivalentto the notice required to be given to such stockholder, director, officer,employee, or agent.  Neither the businessnor the purpose of any meeting need be specified in such a waiver.

 

ARTICLE VIIMISCELLANEOUS

 

Section 1.                                   Facsimile Signatures.  In addition to the provisions for use offacsimile signatures elsewhere specifically authorized in these bylaws,facsimile signatures of any officer 

 

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or officers of the Corporation may be used whenever and as authorizedby the Board of Directors or a committee thereof.

 

Section 2.                                   Corporate Seal.  The Board of Directors may provide a suitableseal, containing the name of the Corporation, which seal shall be in the chargeof the Secretary.  If and when sodirected by the Board of Directors or a committee hereof, duplicates of theseal may be kept and used by the Treasurer or by an Assistant Secretary orAssistant Treasurer.

 

Section 3.                                   Reliance UponBooks, Reports, and Records.  Eachdirector, each member of any committee designated by the Board of Directors,and each officer of the Corporation shall, in the performance of his or herduties, be fully protected in relying in good faith upon the books of accountor other records of the Corporation, including reports made to the Corporationby any of its officers, by an independent certified public accountant, or by anappraiser selected with reasonable care.

 

Section 4.                                   Fiscal Year.  The fiscal year of the Corporation shall be asfixed by the Board of Directors.

 

Section 5.                                   Time Periods.  In applying any provision of these bylawswhich requires that an act be done or not done a specified number of days priorto an event or that an act be done during a period of a specified number ofdays prior to an event, calendar days shall be used, the day of the doing ofthe act shall be excluded, and the day of the event shall be included.

 

ARTICLE VIIIINDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Section 1.                                   Right toIndemnification.  Each person who wasor is made a party or is threatened to be made a party to or is involved in anyaction, suit, or proceeding, whether civil, criminal, administrative, orinvestigative (“proceeding”), by reason of the fact that he or she or a personof whom he or she is the legal representative, is or was a director, officer,or employee of the Corporation or is or was serving at the request of theCorporation as a director, officer, or employee of another corporation, or of apartnership, joint venture, trust, or other enterprise, including service withrespect to employee benefit plans, whether the basis of such proceeding isalleged action in an official capacity as a director, officer, or employee orin any other capacity while serving as a director, officer, or employee, shallbe indemnified and held harmless by the Corporation to the fullest extentauthorized by the General Corporation Law of the State of Delaware, as the sameexists or may hereafter be amended (but, in the case of any such amendment,only to the extent that such amendment permits the Corporation to providebroader indemnification rights than said law permitted the Corporation toprovide prior to such amendment) against all expenses, liability, and loss(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties,amounts paid or to be paid in settlement, and amounts expended in seekingindemnification granted to such person under applicable law, this bylaw, or anyagreement with the Corporation) reasonably incurred or suffered by such personin connection therewith, and such indemnification shall continue as to a personwho has ceased to be a director, officer, or employee and shall inure to thebenefit of his or her heirs, executors, and administrators; provided, however,that, except as provided in Section 2 of this Article VIII, the 

 

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Corporation shall indemnify any such person seeking indemnity inconnection with a proceeding (or part thereof) initiated by such person only ifsuch proceeding (or part thereof) was authorized by the Board of Directors ofthe Corporation.  Such right shall be acontract right and shall include the right to be paid by the Corporationexpenses incurred in defending any such proceeding in advance of its finaldisposition; provided, however, that if the General Corporation Law of theState of Delaware then so requires, the payment of such expenses incurred by adirector or officer of the Corporation in his or her capacity as a director orofficer (and not in any other capacity in which service was or is rendered bysuch person while a director or officer, including, without limitation, serviceto an employee benefit plan) in advance of the final disposition of suchproceeding, shall be made only upon delivery to the Corporation of anundertaking, by or on behalf of such director or officer, to repay all amountsso advanced if it should be determined ultimately that such director or officeris not entitled to be indemnified under this Section 1 or otherwise.

 

Section 2.                                   Right of Claimantto Bring Suit.  If a claim under Section 1is not paid in full by the Corporation within twenty (20) days after a writtenclaim has been received by the Corporation, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount ofthe claim and, if such suit is not frivolous or brought in bad faith, theclaimant shall also be entitled to be paid the expense of prosecuting suchclaim.  It shall be a defense to any suchaction (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where therequired undertaking, if any, has been tendered to this Corporation) that theclaimant has not met the standards of conduct which make it permissible underthe General Corporation Law of the State of Delaware for the Corporation toindemnify the claimant for the amount claimed, but the burden of proving suchdefense shall be on the Corporation. Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in the General Corporation Law of theState of Delaware, nor an actual determination by the Corporation (includingits Board of Directors, independent legal counsel, or its stockholders) thatthe claimant has not met such applicable standard of conduct, shall be adefense to the action or create a presumption that the claimant has not met theapplicable standard of conduct.

 

Section 3.                                   Non-Exclusivityof Rights.  The rights conferred onany person in Sections 1 and 2 shall not be exclusive of any other right whichsuch persons may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, bylaw, agreement, vote of stockholders ordisinterested directors, or otherwise.

 

Section 4.                                   IndemnificationContracts.  The Board of Directors isauthorized to enter into a contract with any director, officer, employee, oragent of the Corporation, or any person serving at the request of theCorporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust, or other enterprise, including employeebenefit plans, providing for indemnification rights equivalent to or, if theBoard of Directors so determines, greater than, those provided for in this Article VIII.

 

Section 5.                                   Insurance.  The Corporation shall maintain insurance tothe extent reasonably available, at its expense, to protect itself and any suchdirector, officer, employee, or 

 

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agent of the Corporation or another corporation, partnership, jointventure, trust, or other enterprise against any such expense, liability, orloss, whether or not the Corporation would have the power to indemnify suchperson against such expense, liability, or loss under the General CorporationLaw of the State of Delaware.

 

Section 6.                                   Effect ofAmendment.  Any amendment, repeal, ormodification of any provision of this Article VIII by the stockholders andthe directors of the Corporation shall be prospective only and shall notadversely affect any right or protection of a director or officer of theCorporation existing prior to or at the time of such amendment, repeal, ormodification.

 

ARTICLE IXAMENDMENTS

 

The Board of Directors is expressly empowered toadopt, amend, or repeal bylaws of the Corporation.  Any adoption, amendment, or repeal of bylawsof the Corporation by the Board of Directors shall require the approval of amajority of the total number of authorized directors (whether or not thereexist any vacancies in previously authorized directorships at the time any resolutionproviding for adoption, amendment, or repeal is presented to the Board).  The stockholders shall also have power toadopt, amend, or repeal the bylaws of the Corporation.  The affirmative vote of the holders of atleast 66-2/3% of the voting power of all of the then outstanding shares of thecapital stock of the Corporation entitled to vote generally in the election ofdirectors, voting together as a single class shall be required to adopt, amend,or repeal any provision of the bylaws of the Corporation.

 

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CERTIFICATE OFSECRETARY

 

I, William K. Dix, hereby certify the following facts:

 

(1)                              Iam the duly elected and acting Secretary of Southwest Water Company, a Delawarecorporation (the “Company”); and

 

(2)                              Theforegoing Amended and Restated Bylaws Dated August 20, 2009 constitute thebylaws of said corporation as of August 20, 2009, and duly incorporate allamendments heretofore approved by the Company’s Board of Directors.

 

IN WITNESS WHEREOF, I have hereunto subscribed my namethis ____ day of August, 2009.

 

 
|   |                       |   |
|--------|----------------------------|--------|
|   | William K. Dix,  Secretary |   |

 

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