These Articles may be amended by a majority of the Corporation’s members at a regular or special meeting where a quorum is present, except that the provisions of Article VIII (relating to a sale, merger, consolidation, dissolution, or conversion to another legal entity) may only be amended, at a meeting where a quorum is present, by an affirmative vote of two-thirds of all members of the Corporation.
Proposed Articles of Association
Section 1: Supersedes Inconsistent Articles and Bylaws.
The provisions of this Article shall supersede all other inconsistent provisions of the Articles or the Bylaws of the Corporation and shall govern the interpretation and application of all matters within the scope of this Article.
Section 2: Scope.
The provisions of this Article shall apply whenever any of the following transactions are proposed or considered by the Corporation:
(a.) A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the Corporation to any person or legal entity;
(b.) A voluntary dissolution of the Corporation;
(c.) A merger of the Corporation with or consolidation into another legal entity; or
(d.) Conversion of the Corporation into another legal entity.
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 on the Board of Directors of the Corporation.
(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, 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 Corporation’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.
(d.) No member’s vote may be cast by proxy on any motion within the scope of Section 2 of this Article.
(e.) An affirmative vote of two-thirds of all members of the Corporation is required to approve any action within the scope of Section 2 of this Article.
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.
Section 1. Bylaws may be adopted, altered, amended, or repealed by the members at any regular or special meeting, provided the notice of such meeting shall contain a copy of the proposed adoption, alteration, amendment, or repeal.
Section 2. 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 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). The directors of the Cooperative shall be divided into three districts, each represented by three directors. At each annual meeting, 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 successor 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. The 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.
Quorum requirements for meetings of members shall be established in the Bylaws of the Cooperative except as otherwise specified in these Articles.
The Corporation is formed without any purpose of pecuniary profit to itself and shall not have any capital stock. Membership in the Corporation requires payment of a membership fee of $5.00 or in an amount as set forth in the Corporation’s Bylaws.
The purposes of the Corporation and the enterprise, business and pursuit in which it proposed to engage, are as follows:
(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 appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character and in connection therewith and for such purposes, to purchase, acquire, lease, sell, distribute, install and repair electrical, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character and to receive, acquire, endorse, pledge, guarantee, hypothecate, transfer or otherwise dispose of notes and other evidences of indebtedness and all security therefor;
(e.) To borrow money, to make and issue bonds, notes and other evidences of indebtedness, secured or unsecured, for moneys 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; and
(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 duration of the Corporation shall be perpetual.
The name of the Corporation is WASCO ELECTRIC COOPERATIVE, INC.