Garkane Energy Policies: Articles of Incorporation

• Mission Statement
• Bylaws
• Articles of Incorporation

• Customer Rights & Responsibilities
• Statement of Nondiscrimination

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GARKANE POWER ASSOCIATION, INC.

Pursuant to the provisions of Section 16-6-50 and 16-6-51, Utah Code Annotated (1953, as amended), GARKANE POWER ASSOCIATION, INC., a Utah nonprofit corporation (the “Cooperative”), adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the Cooperative is GARKANE POWER ASSOCIATION, INC.

SECOND: The Articles of Incorporation are hereby amended and restated in their entirety to read as follows:

ARTICLE I

Name

The name of the Cooperative is GARKANE ENERGY COOPERATIVE, INC.

ARTICLE II

Duration

The duration of the Cooperative shall be perpetual, unless otherwise dissolved by action of law or by action of the members at an annual or special meeting.

ARTICLE III

Purposes

The Cooperative is formed, as a nonprofit cooperative electric association, for the following purposes:

a. To generate, manufacture, purchase, acquire, and accumulate electric energy for its members and the general public and to transmit, distribute, furnish, sell, and dispose of such electric energy to its members and the general public; and

b. To engage in any other lawful enterprise consistent with classification as a cooperative within the meaning of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any successor statute).

The Cooperative is organized as a nonprofit corporation under the provisions of Chapter 6, Title 16, Utah Code Annotated (1953, as amended).

ARTICLE IV

Membership

The Cooperative has a single class of members. The qualifications, voting rights, and property rights of the members, and the termination or forfeiture of memberships, shall be set forth in the Bylaws. No member shall have more than one vote regardless of the amount of membership capital owned by such member, unless the Bylaws provide that voting is to be based in whole or in part on the volume of patronage of such member with the Cooperative. All monies received by the Cooperative from members and non-member patrons that exceed the Cooperative’s costs and expenses (including appropriate reserves) shall be distributed to members or non-member patrons on the basis of patronage, as provided in the Bylaws.

ARTICLE V

Board of Directors

The number of directors of the Cooperative shall be nine (9), subject to adjustment as may be set forth in the Bylaws. The manner of election or appointment of the directors, their qualifications, the duration of their terms, the procedure for their removal, and other related matters, shall be set forth in the Bylaws; provided, however, that during his or her term of service, a director must permanently reside in the director district from which the director is elected or chosen or be subject to removal as provided in the Bylaws or applicable law. The names and addresses of the initial directors of the Cooperative are as set forth in the original Articles of Incorporation of the Cooperative, filed of record with the applicable governmental authority on July 28, 1938 (the “Original Articles”). Similarly, the names and addresses of each incorporator and the initial principal office of the Cooperative are as set forth in the Original Articles. The names of the present directors are listed below and their addresses are on file with the Cooperative.

M. LaDon Torgersen

Terry J. Griffiths

Marjie Lee Spencer

E. Niel Biggs

George T. Blackburn

Michael Blackburn

Randall V. Brown

Boudicca Joseph

Hugh L. Wilson

ARTICLE VI

Dissolution and Liquidation

The Cooperative shall be dissolved and its assets liquidated only with the approval, at an annual or special meeting, of at least two-thirds of the members of the Cooperative, after advance written notice that the dissolution of the Cooperative will be considered at such meeting. In no event shall the Directors of the Cooperative enter into any contract to either liquidate or sell the assets of the Cooperative, in any manner, without prior written notice being mailed to the members that the same will be considered at the next annual or special meeting of the members, and the affirmative vote by at least two-thirds of all members.

THIRD:           The above amendment and restatement of the Articles of Incorporation was adopted and approved by at least two-thirds (2/3) of the members of the Cooperative voting at the annual meeting concluded on April _____, 2001, which was duly called in the manner prescribed by Section 16-6-50, Utah Code Annotated (1953, as amended), and at which a quorum of the members was present.