These Articles may be amended by a majority of the Cooperative’s members except that the provisions of Article IX (relating to a sale, merger, consolidation, dissolution or conversion to a business corporation) may only be amended by two-thirds of the Cooperative’s members at a meeting where a quorum is at least ten percent of the Cooperative’s members are present.
Articles of Association
Section 1: Supersedes Inconsistent Articles and By-Laws.
The provisions of this Article IX shall supersede all other inconsistent provisions of the Articles or By-Laws of the Cooperative, and shall govern the interpretation and application of all matters within the scope of this Article IX.
Section 2: Scope.
The provisions of this Article IX shall apply whenever any of the following transactions are proposed or considered by the Cooperative:
(a.) a sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the Cooperative to any person, partnership or unincorporated association, or with a domestic or foreign corporation subject to Oregon Revised Statutes Chapter 57; or
(b.) a voluntary dissolution of the Cooperative; or
(c.) a merger of the Cooperative with or consolidation into a domestic or foreign corporation subject to Oregon Revised Statutes Chapter 57; or
(d.) conversion of the Cooperative into a business corporation subject to Oregon Revised Statutes Chapter 57.
Section 3: Requirements.
(a.) Any action within the scope of Section 2 of this Article shall require the affirmative vote of at least two-thirds of all the directors of the Cooperative.
(b.) If the Board of Directors shall resolve to submit to the members for a vote at any annual or special meeting any proposal or recommendation within the scope of Section 2, of this Article IX, no meeting of the members shall be called or held for the purpose of voting on any such proposal or recommendation for at least 180 days after the date of such resolution. The purpose of this waiting period is to permit the Cooperative’s membership to become informed on the issue. As soon as practicable after the date the Board adopts any proposal or recommendation referred to herein, the Board shall give written notice to each member of the following:
- The full text and date of the Board’s resolution; and
- An objective explanation of the proposed action which is the subject of the resolution.
(c.) Ten percent of the membership, present in person, shall be necessary for a quorum at any regular or special meeting at which the members will vote on any matter within the scope of Section 2 of this Article IX.
(d.) No member’s vote may be cast by proxy on any motion within the scope of Section 2 of this Article IX.
(e.) An affirmative vote of two-thirds of all members of the Cooperative is required to approve any action within the scope of Section 2 of this Article IX.
Section 4: Severability.
In the event any provision, condition or part of this Article shall be finally determined by a court of competent jurisdiction to be invalid, void or voidable, the remaining provisions and conditions shall be and remain in full force and effect.
The Corporation may amend, alter, change or repeal any provision contained in these articles of association in the manner now or hereafter prescribed by law.
The operations of the Corporation shall be carried on in the County of Wasco, in the State of Oregon, and in such other counties in the State of Oregon and in the United States, as the board of directors may from time to time decide. The principal office and place of business of the Corporation shall be in the Town of The Dalles, in Wasco County, in the State of Oregon, and the Corporation may maintain offices at such other place or places in the State of Oregon and in the United States as the board of directors may from time to time decide. The post office address of the principal office shall be: The Dalles, Oregon.
The terms of existence of the Corporation shall be perpetual.
Section 1. Membership in the Corporation shall be evidenced by a certificate of membership which shall be in such form and shall contain such provisions as shall be determined by the board of directors not contrary to, or inconsistent with, these articles of association or the bylaws of the Corporation. Such certificate shall be signed by the President and by the Secretary of the Corporation and the corporate seal shall be affixed thereto.
Section 2. No membership certificates shall be issued for less than the membership fee fixed in the articles, nor until such membership fee has been fully paid for in cash, and such payment has been deposited with the Treasurer.
Section 3. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and such indemnity to the Corporation as the board of directors may prescribe.
Section 4. Bylaws may be adopted, altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed adoption, alternation, amendment or repeal.
Section 5. The bylaws of the Corporation may define and fix other duties and responsibilities of the members and prescribe other terms and conditions upon which members shall be admitted to and retain membership in the Corporation, make provisions for annual and special meetings of members and directors and notice thereof, provide for methods of voting, quorum requirements, and any other matters relating to the internal organization and management of the Corporation, provided that such provisions shall not be inconsistent with these articles of association or the laws of the State of Oregon.
Section 1. Except as limited elsewhere in these articles or in the bylaws of the Corporation, the business and affairs of the Corporation shall be vested in and managed and controlled by a board of directors and the officers of the Corporation shall be a president, vice-president, a treasurer and a secretary. The offices of Secretary and Treasurer may be held by the same person.
Section 2. The officers of the Corporation shall be elected, by ballot, by and from the members of the board of directors at such times and for such terms of office as shall be provided in the bylaws of the Corporation.
Section 3. The number of directors of the Corporation shall be nine (9). Beginning with the year 1949, the directors of the Cooperative shall be divided into three classes each consisting of three members. The terms of office of the directors of the first class elected at the annual meeting in 1949 shall expire at the next succeeding annual meeting. The terms of office of the directors of the second class elected at the annual meeting in 1949 shall expire at the second succeeding annual meeting and the terms of office of the directors of the third class elected at the annual meeting in 1949 shall expire at the third succeeding annual meeting. At each annual meeting thereafter, directors shall be elected by ballot, by and from the members, to succeed those directors whose terms of office shall have expired, to serve for a period of three years and until their successors shall have been elected and shall have qualified.
Section 4. The bylaws shall make provision for the removal of directors and the filling of vacancies so created. Bylaws may also provide for division of the territory served by the Corporation into voting districts, and for the election of directors directly by such voting districts, or by a body of delegates elected by such voting districts.
Section 5. The directors, as such, shall not receive any compensation for their services, but the bylaws may provide for reimbursement for reasonable expenses incurred in connection with the performance of their duties.
Section 1. The Corporation is formed without any purpose of pecuniary profit to itself and shall have no capital stock.
Section 2. Any person, firm, corporation or body politic may become a member in the Corporation by:
(a.) paying the membership fee hereinafter specified;
(b.) agreeing to purchase from the Corporation electric energy as hereinafter specified; and
(c.) agreeing to comply with and be bound by the articles of association of the Corporation and these bylaws and any amendments thereto and such rules and regulations as may from time to time be adopted by the board of directors, provided, however, that no person, firm, corporation or body politic shall become a member unless and until he or it has been accepted for membership by the board of directors or the members.
The bylaws may provide for appeal by an applicant to a meeting of the members. No person, firm, corporation or body politic may own more than one (1) membership in the Corporation.
A husband and wife may jointly become a member and their application for a joint Membership may be accepted in accordance with the foregoing provisions of the above subdivisions (a.), (b.) and (c.).
Section 3. The membership fee shall be five dollars ($5.00), but the bylaws may provide for additional fees to be paid by members requesting more than one service connection.
Section 4. Each member shall, as soon as electric energy shall be available, purchase from the Corporation all electric energy used on the premises referred to in the application of such member for membership, and shall pay therefor monthly at rates which shall from time to time be fixed by resolution of the board of directors; provided, however, that the electric energy which the Corporation shall furnish to any member may be limited to such an amount as the board of directors shall from time to time determine and that each member shall pay to the Corporation such minimum amount per month as shall be fixed by the board of directors from time to time, regardless of the amount of electric energy consumed. Each member shall also pay all obligations which may from time to time become due and payable by such member to the Corporation as and when the same shall become due and payable.
Section 5. The private property of the members of the Corporation shall be exempt from execution for the debts of the Corporation and no member shall be individually liable or responsible for any debts or liabilities of the Corporation.
Section 6. The board of directors of the Corporation may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of the articles of association of the Corporation or the bylaws or any rules or regulations adopted from time to time by the board of directors. Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members. The action of the members with respect to any such reinstatement shall be final.
Section 7. Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Corporation and upon compliance with such terms and conditions as the board of directors may prescribe.
Section 8. (a.) Membership in the Corporation and a certificate representing the same shall not be transferable, except as hereinafter otherwise provided, and upon the death, cessation of existence, expulsion or withdrawal of a member of the membership of such member shall thereupon terminate, and the certificate of membership of such member shall be surrendered forthwith to the corporation. Termination of membership shall not release the member from the debts or liabilities of such member to the Corporation.
(b.) A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such member and compliance by such husband and wife jointly with the provisions of subdivisions (b.) and (c.) of section 2 of this article. Such transfer shall be made and recorded on the books of the Corporation and such joint membership noted on the original certificate representing the membership so transferred.
(c.) When a membership is held jointly by a husband and wife, upon the death of either such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be, and the joint membership certificate may be surrendered by the survivor and upon the recording of such death on the books of the Corporation the certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Corporation.
Section 9. Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person or by mail, except as otherwise provided by law, the articles of association of the Corporation, or the bylaws. If a husband and wife hold a joint membership they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.
Section 10. As long as the total number of members does not exceed five hundred (500), at least ten per centum (10%) of the total number of members present in person shall constitute a quorum for the transaction of business at all meetings of the members. In case the total number of members shall exceed five hundred (500), then at least fifty (50) members present in person shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.
The object or objects and purpose or purposes for which the Corporation is formed are:
(a.) To generate, manufacture, purchase, acquire and accumulate electric energy for its members only and to transmit, distribute, furnish, sell and dispose of such electric energy to its members only, and to construct, erect, purchase, lease as lessee and in any manner acquire, own, hold, maintain, operate, sell, dispose of, lease as lessor, exchange and mortgage plants, buildings, works, machinery, supplies, apparatus, equipment and electric transmission and distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any or all of the foregoing purposes;
(b.) To acquire, own, hold, use, exercise and, to the extent permitted by law, to sell, mortgage, pledge, hypothecate and in any manner dispose of franchises, rights, privileges, licenses, rights of way and easements necessary, useful or appropriate to accomplish any or all of the purposes of the Corporation;
(c.) To purchase, receive, lease as lessee, or in any other manner acquire, own, hold, maintain, use, convey, sell, lease as lessor, exchange, mortgage, pledge or otherwise dispose of any and all real and personal property or any interest therein necessary, useful or appropriate to enable the Corporation to accomplish any or all of its purposes;
(d.) To assist its members to wire their premises and install therein electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and, in connection therewith and for such purposes, to purchase, acquire, lease, sell, distribute, install and repair electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and to receive, acquire, endorse, pledge, guarantee, hypothecate, transfer or otherwise dispose of notes and other evidences of indebtedness and all security therefore;
(e.) To borrow money, to make and issue bonds, notes and other evidences of indebtedness, secured or unsecured, for money’s a borrowed or in payment for property acquired, or for any of the other objects or purposes of the Corporation; to secure the payment of such bonds, notes or other evidences of indebtedness by mortgage or mortgages, or deed or deeds of trust upon, or by the pledge of or other lien upon, any or all of the property, rights, privileges or permits of the Corporation, wheresoever situated, acquired or to be acquired;
(f.) To do and perform, either for itself or its members, any and all acts and things, and to have and exercise any and all powers, as may be necessary or convenient to accomplish any or all of the foregoing purposes or as may be permitted by the Act under which the Corporation is formed. The Corporation shall render no service to or for the public.
The name of the Corporation is WASCO ELECTRIC COOPERATIVE, INC.