Exhibit 3
AMENDMENT NO. 4 TO
AMENDED AND RESTATED BYLAWS OF
SOUTHWEST WATER COMPANY
The following sets forth the Fourth Amendment to the Amended and Restated
Bylaws (the "Bylaws") of SOUTHWEST WATER COMPANY, a Delaware corporation, which
amendment shall be effective as of December 11, 2006.
1. Section 8 of Article I of the Bylaws is hereby amended and restated in
its entirety to read as follows:
SECTION 8. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedure established
for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or required by law.
All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefor by a stockholder entitled to vote his or her proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots, each
of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for
the meeting. Every vote taken by ballots shall be counted by 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.
2. Sections 1 and 2 of Article II of the Bylaws are hereby amended and
restated in their entirety to read as follows:
SECTION 1. Number and Term of Office. The number of directors shall be not
less than seven nor more than nine, the exact number of directors to be
fixed from time to time within such range by the Board of Directors acting
pursuant to a resolution adopted by affirmative vote of a majority of the
total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time of any such
resolution).
The Board of Directors shall be divided into three classes, designated as
Class I, Class II, and Class III. The number of directors in each class
shall be determined by the Board of Directors and shall consist of as
nearly equal a number of directors as practicable. The term of the Class I
directors initially shall expire at the first annual meeting of
stockholders ensuring after the 1998 Annual Meeting of Stockholders; the
term of Class II directors initially shall expire at the second Annual
Meeting of Stockholders ensuing after the 1998 Annual Meeting of
Stockholders; and the term of Class III directors initially shall expire at
the third Annual Meeting of Stockholders ensuing after the 1998 Annual
Meeting of Stockholders. In the case of each class, the directors shall
serve until their respective successors are duly elected and qualified. At
each Annual Meeting of Stockholders after the 1998 Annual Meeting of
Stockholders, directors of the respective class whose term expires shall be
elected, and the directors chosen to succeed those whose terms shall have
expired shall be elected to hold office for a term to expire at the third
ensuing Annual Meeting of Stockholders after their election, and until
their respective successors are elected and qualified. Directors need not
be stockholders.
Except as provided for in Section 2 of this Article, each director shall be
elected by a vote of the majority of the votes cast with respect to the
director at any meeting for the election of directors at which a quorum is
present, provided that if the number of nominees exceeds the number of
directors to be elected, the directors shall be elected by the vote of a
plurality of the votes cast with respect to the director at any such
meeting. For purposes of this Section, a majority of the votes cast means
that the number of shares voted "for" a director must exceed fifty percent
of votes cast with respect to that director.
If a director is not elected, the director shall offer to tender his or her
resignation to the Board. The Nominating and Governance Committee will make
a recommendation to the Board on whether to accept or reject the
resignation, or whether other action should be taken. The Board will act on
the Committee's recommendation and publicly disclose its decision and the
rationale behind it within ninety (90) days from the date of the
certification of the election results. The director who tenders his or her
resignation will not participate in the Committee's recommendation or the
Board's decision. If, for any cause, the Board of Directors shall not have
been elected at an annual meeting of stockholders, they may be elected as
soon thereafter as convenient at a special meeting of the stockholders
called for that purpose in the manner provided in these Bylaws.
SECTION 2. Vacancies. Vacancies and newly created directorships resulting
from an increase in the authorized number of directors may be filled by a
majority vote of the directors then in office, though less than a quorum,
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or by a sole remaining director, and each director so elected shall hold
office for the unexpired portion of the term of the director whose place
shall be vacant, and until his or her successor shall have been duly
elected and qualified. A vacancy in the Board of the Directors shall be
deemed to exist under this section if the stockholders fail any meeting of
stockholders at which directors are to be elected to elect the number 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 the Board of Directors unless
the resignation specifies a particular effective date or an effective date
determined upon the happening of an event or events. When one or more
directors shall resign from the Board, 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 or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office for the unexpired
portion of the term of the director whose place shall be vacated and until
his or her successor shall have been duly elected and qualified.
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