


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 duration of this corporation shall be perpetual.
The objects and purposes for which this corporation is formed are as follows:
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.