PURSUANT to the provisions of the Miscellaneous and Mutual Corporations Act of the State of Washington, RCW 24.06, the undersigned corporation restates its Articles of Incorporation.
The name of this corporation shall be OHOP MUTUAL LIGHT COMPANY.
The duration of this corporation shall be perpetual.
The objects and purposes for which this corporation is formed are as follows:
- a. To purchase, lease, acquire, construct, erect, own, operate, and maintain an electric generating and distribution system or systems in Pierce County, Washington, or in any other county of the State of Washington, for the purpose of supplying and furnishing to members of this corporation electrical current for light, heat, and power purposes, and for any other purpose for which electric current may be used.
- b. To acquire, lease, construct, purchase, own, operate, and maintain an electric generating plant or plants for the purpose of generating electrical current to be distributed to and used by members of this corporation, or to enter into a contract or contracts with any person, firm, corporation, or municipal corporation, to purchase electrical current to be distributed to and used by members of this corporation.
- c. To acquire, lease, purchase, construct, own, hold, maintain, and operate all necessary substations, buildings, plants, transformer plants, and electrical equipment of every kind and character as may be necessary or proper to the fullest enjoyment of the powers of this corporation, and to enable it to fully carry out and execute its purposes as herein expressed.
- d. To engage in the business of buying and selling to its members all kinds of electrical supplies and equipment.
- e. To petition for, accept, acquire, own, hold, and renew franchises, easements, or grants from the County of Pierce, or any other county in the State of Washington, or from the State of Washington, for the purpose of establishing, building, erecting, and maintaining electric generating plants and transmission and electric distribution lines to enable this corporation to distribute electrical current to its members.
- f. To lease, own, hold, acquire, or purchase real estate, or any interest therein, for the purpose of carrying out any of the purposes and objects for which this corporation is formed. Such property may be acquired to satisfy any debt due this corporation.
- g. To accept into membership in this corporation persons, firms, co-partnerships, corporations and associations, municipal corporations, school districts, or any political subdivision of the State of Washington, or any county thereof, under the terms and provisions set forth in the Bylaws of the corporation.
- h. To render services to members of this corporation of the character above set forth, without profit to the corporation. The cost of such service to members shall include, however, all necessary operating costs and charges, and depreciation, obsolescence, and replacement costs and such reserve fund or funds for contingencies or for the reimbursement of members who advance money or convey property to the corporation, as the directors of the corporation shall deem wise or necessary for the safe and conservative management and operation of the business of the corporation.
- i. To accepts gifts of any kind of property, either real or personal.
- j. To contract indebtedness, borrow money, execute promissory notes, and secure the same upon the property of this corporation or otherwise, whenever necessary; to receive contracts, promissory notes, bonds, and other evidence of indebtedness; to make any and all contracts of every kind and nature whatsoever concerning the purposes or property of this corporation, as fully and completely as any natural person may contract with reference to his individual business and individual property.
- k. This corporation was originally formed under and by virtue of, and pursuant to, the terms and provisions of Chapter 134 of the Laws of 1907 of the State of Washington, but now elects to come under the provisions of the Washington Miscellaneous and Mutual Corporation Act of 1969; and this corporation shall have and enjoy all the powers and privileges as provided in the latter Act.
There shall only be two (2) classes of membership, and any person, firm, partnership, corporation, limited liability company, or political subdivision of the United States, the State of Washington or any county therein may become a member in either class of membership upon meeting the qualifications therefor as hereinafter set forth and upon acceptance by this corporation of their applications for membership.One class of membership shall be known as “SYSTEM MEMBERSHIP.” Any person desiring to become a member of the corporation and receive electrical service from it by connection to its physical system is eligible for “SYSTEM MEMBERSHIP” and may apply therefor. Such applicant shall be a “SYSTEM MEMBER” upon approval of his application and payment of the fee fixed by the Board of Directors from time to time.
The other class of members shall be known as “OFF-SYSTEM MEMBERS.” Any person desiring to become a member of the corporation and receive electrical service therefrom, but who is unable to receive such service by direct connection to the company’s physical system and whose electrical current must be wheeled by another electrical utility is eligible for “OFF-SYSTEM MEMBERSHIP” and may apply therefor. Such applicant shall be an “OFF-SYSTEM MEMBER” upon approval of his application and payment of the fee fixed by the Board of Directors from time to time. “OFF-SYSTEM MEMBERSHIPS” will only be available at such time as the Board of Directors of the company determines that satisfactory retail wheeling arrangements can be made to serve such members.
Memberships and the certificates representing such membership in either class may be assigned to another member or reacquired by the corporation with or without payment and by following the procedure established by the Board of Directors.
Every member shall be responsible for payment of his electrical service, and failure to pay for such service will be grounds for termination of and/or forfeiture of membership.
No member shall ever become the holder or owner of more than one membership of each class, and memberships held by a member in excess of one, shall be redeemed by the corporation by repayment of the membership fee.
Except as provided in RCW 24.06.120, the “OFF-SYSTEM MEMBERS” shall have no right to vote on the affairs of the corporation or for the election of directors.
The corporation shall have no capital stock.
The corporation shall not distribute its surplus funds to its members or other persons; provided, however, if any court of competent jurisdiction shall enter a final adjudication that the corporation must be on a system where capital credits are to be issued to its members on account of and in proportion to their patronage with the corporation in order to maintain their non-profit or tax exempt status, then the directors may adopt such system.
In the event the corporation is dissolved or sold, the net assets shall be distributed equally to the “SYSTEM MEMBERS,” and the “OFF-SYSTEM MEMBERS” shall not receive any part of the net assets.
In the event of any merger or consolidation of the corporation with any other entity, any dissenting System member shall be entitled to the fair value of his membership as provided by law.
The address of the registered office of the corporation shall be 34014 Mountain Highway, Eatonville, County of Pierce, Washington. The name of the registered agent of the corporation at such address shall be Richard W. Rosenberg, P.E.
The number of directors constituting the Board of Directors of the corporation shall be five (5).
The power to make, alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors: provided however, the Board of Directors shall provide in said Bylaws a manner in which System members may also adopt changes or make new Bylaws.
Directors of the corporation shall not be liable to the corporation or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct, committing a knowing violation of the law, or engaging in a transaction with the corporation in which the director receives a personal benefit to which he is not legally entitled.
The corporation accepts the benefits and will be bound by the provisions of the Miscellaneous Mutual Corporations Act, RCW 24.06.
These Restated Articles of Incorporation with amendments were adopted by resolution of the Board of Directors on September 16th 1997.
The Restated Articles of Incorporation correctly set forth without change the unchanged corresponding provisions of the Articles of Incorporation as heretofore amended, and the Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.