The Articles of Association are the founding legal document of Wasco Electric Cooperative. Filed with the State of Oregon, they establish the Cooperative’s purpose, its non-profit and member-owned structure, and the basic framework under which the Board of Directors and membership operate. Together with the Bylaws, the Articles of Association form part of the Cooperative’s Governing Documents.
Signed in 1940. Still Governing Us Today.
This is the actual scanned copy of our original Articles of Association; the document that has shaped our organization’s rules for 85 years. It’s a big reason we’re proposing an update to modern Articles of Incorporation.
Current Articles of Association — established 1940, as amended 1986.
Original Articles of Association (PDF) Bylaws (PDF)Any changes to the Articles of Association require approval by the membership in accordance with Article X of the Articles of Association.
In the event of any conflict between this webpage and the recorded Articles of Association on file with the Oregon Secretary of State, the recorded document controls.
Why Are We Restating Our Articles of Association?
This fall, Wasco Electric Cooperative members will vote on a restated Articles of Association; an update to one of the cooperative’s foundational governing documents. The current Articles, along with our bylaws, were established in 1940 and have guided how the cooperative is organized, how it conducts business, and how it serves its members ever since.
Over the past 85 years, Oregon law, national cooperative governance standards, and operational best practices have all evolved. A restatement gives us the opportunity to:
- Align with current Oregon statutes and national cooperative governance standards
- Modernize outdated language and remove provisions that no longer reflect how the cooperative operates
- Clarify governance provisions so roles, processes, and member rights are stated clearly and consistently
- Improve readability and accessibility — make the document easier for members to understand and reference, and ensure it meets ADA accessibility standards so all members, including those using screen readers or other assistive technology, can access it
- Reinforce member-owner rights — as a cooperative, major changes to our foundational documents require your approval, keeping this process democratic and member-driven
Importantly, this restatement does not change Wasco Electric’s core purpose or its member-ownership structure. It updates the document’s language and structure — it doesn’t change who we are or who owns the cooperative.
Because Wasco Electric is member-owned, your vote is how you exercise that ownership. We encourage every member to review the proposed changes and participate in the vote this November.
For more on this vote, read the General Manager’s message to members.
Proposed Articles of Incorporation
The Board of Directors has approved the proposed amendment to the Articles of Association and is submitting it to the membership for consideration and vote at the Annual Meeting on November 21, 2026, at 1:00 p.m., in accordance with Article X of the Articles of Association.
Proposed Articles of Incorporation (PDF)The name of the Corporation is WASCO ELECTRIC COOPERATIVE, INC.
The duration of the Corporation shall be perpetual.
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 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.
Quorum requirements for meetings of members shall be established in the Bylaws of the Cooperative except as otherwise specified in these Articles.
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.
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: 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.
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.
What’s Changing: Current vs. Proposed Articles of Association
| Current Language | Proposed Language | What Members Should Know |
| Articles contain detailed membership, governance, administrative, and operational rules. | Many of these details move to the Bylaws. | The Articles become a simpler, high-level document, while the Bylaws become the primary source for operating rules. |
| Purpose language includes broad authorities, including outdated references to plumbing and water activities. | Purpose language focuses on electric utility operations. | The Articles are updated to reflect the cooperative’s current business and remove outdated language. |
| Detailed membership provisions are included in the Articles. | Membership administration provisions move to the Bylaws. | Members remain owners of the cooperative, but the detailed rules governing membership will be maintained in the Bylaws. |
| Membership certificate requirements are included. | Membership certificate language is removed. | Outdated administrative requirements are removed. |
| Historical board structure language dating back to 1949 remains in the Articles. | Director districts and terms are presented in a clearer, modern format. | The board structure is not materially changing, but the language is easier to understand. |
| Geographic service territory and office location language is included. | These provisions are removed from the Articles. | The Articles focus on governance rather than operational details that may change over time. |
| References to specific legal entity types are used in merger and transaction provisions. | Broader references to “legal entities” are used. | The language is modernized without changing member protections. |
| Current amendment language may be interpreted in different ways regarding voting requirements for the Poison Pill provision. | The proposed language clearly requires approval by two-thirds of all members to amend those protections. | Member protections related to mergers, sales, dissolution, or conversion are clarified and strengthened. |
How to Cast Your Vote
Wasco Electric Cooperative members will vote on the restated Articles of Association at our Annual Meeting on November 21, 2026. As a member-owner, you have two ways to make your voice heard:
- Vote in Person. Attend the Annual Meeting on November 21, 2026, and cast your vote in person. Details on the meeting location and time will be included in your official meeting notice.
Let us know you’re coming.
- Vote by Mail If you can’t attend in person, you may vote by mail. Under Section 6 of our bylaws, the Secretary will enclose an exact copy of the motion with your meeting notice. Simply mark your vote in the space provided, seal it in the envelope bearing your name, and return it to the Secretary before the meeting. Mailed votes are counted the same as votes cast in person.
A few things to know:
- One vote per membership. Each membership is entitled to one vote. Joint memberships hold one vote.
- Majority rules. The restated Articles will be decided by a supermajority (two-thirds) of members voting, provided a quorum is present.
- Watch your mail. Your official notice will arrive by mail before the meeting, per our bylaws’ notice requirements.
Questions about voting? Contact the office before the meeting.
Frequently Asked Questions
A restatement updates the language, structure, and provisions of our founding governing document without changing who we are. It modernizes outdated terms, aligns the document with current Oregon statutes and national cooperative governance standards, and improves overall clarity — but it does not change Wasco Electric's core purpose or its member-ownership structure.
Our current Articles of Association date back to 1940. In the 85+ years since, Oregon law, cooperative governance standards, and best practices have all evolved. A restatement ensures our founding document remains accurate, relevant, and legally sound.
No. This is a governance update, not an operational one. Rates, services, and how the cooperative is run day-to-day are not affected by this restatement.
Yes. The restatement does not change the cooperative's member-ownership structure. As a member-owner, your rights — including your right to vote on changes like this one — remain fully intact.
At our Annual Meeting on November 21, 2026.
You can vote in person at the Annual Meeting, or by mail if you're unable to attend. Details on both options, along with the exact text of the proposed restated Articles, will be included in your official meeting notice. See our "How to Vote" section above for step-by-step instructions.
Only members who vote — in person or by mail — are counted toward the outcome. If you'd like your voice heard, we encourage you to submit a vote by one of the two available methods.
The restated Articles will be presented as two separate ballot measures. Most of the restated Articles may be approved by a majority vote of members at a meeting or voting by mail where a quorum is present. Article VIII protections regarding merger, dissolution, asset sales, and conversion require a separate vote and approval by two-thirds of all members of the Cooperative.
Yes — A quorum must be present for the membership meeting to conduct business.
The full text of the proposed restated Articles of Association is available above, along with the originally recorded document for comparison. We encourage every member to review both before voting.
Reach out to the office with any questions before the Annual Meeting.