Elmhurst Mutual Power & Light Company Articles of ...€¦ · Articles of Incorporation and Bylaws...

Elmhurst MutualPower & Light Company

Articles of Incorporationand

Bylaws

Elmhurst Mutual Power and Light Company120 South 132nd StreetTacoma, Washington 98444(253) 531-4646

Restated April 24, 1997

ElmhurstByLaw6-2019FINAL.indd 1 6/11/2019 9:50:37 PM

Amendments

RESTATED ARTICLES OF INCORPORATIONOF

ELMHURST MUTUAL POWER AND LIGHT COMPANY

PURSUANT to the provisions of the Miscellaneous and Mutual Corporations Act of the State ofWashington, RCW 24.06, the undersigned corporation restates its Articles of Incorporation.

Article I. The name of this corporation shall be “Elmhurst Mutual Power and Light Company.”Article II. The duration of the corporation shall be perpetual.Article III. The corporate objects and purposes are as follows:(a) To purchase, lease, acquire, construct, erect, own, operate and maintain an electric transmis-

sion and distribution system or systems as are necessary for the purpose of supplying and furnishing tomembers of this mutual corporation electrical current for light, heat, power and other purposes.

(b) To acquire, lease, construct, purchase, own, operate and maintain an electric generating plantor plants for the purpose of generating electrical current to be distributed to and used by members ofthis mutual corporation, or to enter into a contract or contracts with any person, corporation,municipal corporation, or other entity, to purchase electrical current to be distributed to and used bymembers of this mutual corporation.

(c) To acquire, lease, purchase, construct, own, hold, maintain and operate all necessary substa-tions, buildings, plants, transformer plants, and electrical equipment of every kind and character, as maybe necessary or proper to provide electrical current and products for the members of this mutualcorporation, and to carry out the purposes of the mutual corporation as herein expressed.

(d) To petition for, accept, acquire, own, hold and renew franchises, easements, or grants from theState of Washington or the United States, or from any political subdivision of either the State ofWashington or the United States, for the purpose of establishing, building, erecting and maintainingelectric transmission and distribution lines to enable this mutual corporation to distribute electricalcurrent to its members.

(e) To lease, own, hold, acquire or purchase real estate, or any interest therein, for the purpose ofcarrying out any of the purposes and objects for which this mutual corporation is formed. Such propertymay be acquired or obtained to satisfy any debt due this mutual corporation.

(f) To acquire, sell, lease, rent or provide any and all utility services and/or utility products as theDirectors of the mutual corporation shall deem appropriate for the members of this mutual corporationwithout profit to the mutual corporation. The cost of such utility services and/or utility products tomembers shall include all necessary operating costs, charges, depreciation, taxes, debt service, obsoles-cence and replacement costs and such reserve fund or funds for contingencies as the Directors of thismutual corporation shall deem appropriate for the safe and proper management and operation of themutual corporation.

(g) To accept gifts of any kind of property, either real or personal.(h) To contract indebtedness, borrow money, execute promissory notes, and secure the same upon

property of this mutual corporation; to receive contracts, promissory notes, bonds, and other evidencesof indebtedness; to make any and all contracts of every kind and nature whatsoever concerning thepurposes or the property of this mutual corporation, as fully and completely as any person maycontract with reference to his individual business and individual property.

(i) This mutual corporation was originally formed under, by virtue of, and pursuant to the termsand provisions of Chapter 134 of the laws of 1907 of the State of Washington, and now elects to comeunder the provisions of the Washington Miscellaneous and Mutual Corporation Act of 1969; and thismutual corporation shall have all the powers and privileges as provided in the latter Act. This mutualcorporation shall have no capital stock, and shares of stock therein shall not be issued. The interest ofeach incorporator or member shall be equal to that of any other, and no incorporator or member canacquire any interest which will enable him to have any greater vote, authority, or interest in the mutualcorporation than any other member.

Article IV. There shall only be one class of members and any person, firm, co-partnership,corporation, or political subdivision of the United States, the State of Washington or any countytherein may become a member of this corporation upon acceptance of their application for member-

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ARTICLE VIII - Seal

The corporate seal of the corporation, if any, shall be in such form and bear such inscription asmay be adopted by the resolution of the Board of Directors, or by usage of the officers on behalf of thecorporation.

ARTICLE IX - Indemnification of Officers, Directors,Employees, and Agents

The corporation shall indemnify its officers, directors, employees, and agents to the greatestextent permitted by law. The corporation shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee, or agent of the corporation who is orwas serving at the request of the corporation as an officer, employee, or agent of another corporation,partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liabilityasserted against such person and incurred by such person in any such capacity or arising out of anystatus as such, whether or not the corporation would have the power to indemnify such person againstsuch liability under the provisions of this Article.

ARTICLE X - Books and Records

The corporation shall keep correct and complete books and records of account and shall keepminutes of the proceedings of its Board of Directors; and shall keep at its registered office or principalplace of business, or at the office of its transfer agent or registrar, a record of its directors, giving thenames and addresses of all directors.

Dated:

ARTICLE XII - Political Contributions

12.1 The corporation shall not directly or indirectly contribute to or participate in any political campaignon behalf of (or in opposition to) any candidate for elective public office.

12.2 The corporation’s finances or other resources shall not be used for the purpose of directly orindirectly supporting or opposing any elective public officer.

12.3 The corporation shall not make any statement of position (verbal or written) in favor of or in opposition to any candidate for public office.

12.4 The corporation’s finances, resources, and facilities shall not be used to support any campaign for elective office of the corporation.

ARTICLE XI -

The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of thiscorporation; provided, the Board shall submit to a vote of the members any proposal to amend theBylaws requested a by petition of one hundred fifty (150) members. Written notice of any alteration, amendment,

Adopted by resolution of the corporation’s Board of Directors on November 23, 2004.

or repeal of the Bylaws shall be sent to the members within forty five (45) days after adoption, together with an explanation of the reasons for the change.

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NOTARY PUBLIC

Printed Name:

Commission Expires:

Michelle M. Boyd5/18/20

STATE OF WASHINGTON

County of Pierce

the on and

I certify that I know and have satisfactory evidence that Victoria Lincoln and Merle Anderson arepersons who appeared before me, and said persons acknowledged that they signed this instrument,oath, stated that they were authorized to execute the instrument and acknowledge it as the PresidentSecretary of Elmhurst Mutual Power and Light Company to be the free and voluntary act of such

party for the uses and purposes mentioned in the instrument.

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MERLE ANDERSON, Secretary/Treasurer

VICTORIA LINCOLN, President

ARTICLE XI - Amendments

The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of thiscorporation; provided, the Board shall submit to a vote of the members any proposal to amend theBylaws requested by petition of one hundred fifty (150) members.

Adopted by resolution of the corporation’s Board of Directors on February 12, 1998.

DENNIS LIPKE, President

MERLE ANDERSON, Secretary Treasurer

STATE OF WASHINGTON

County of Pierce

I certify that I know and have satisfactory evidence that Dennis Lipke and Merle Anderson are thepersons who appeared before me, and said persons acknowledged that they signed this instrument, on oath,stated that they were authorized to execute the instrument and acknowledge it as the President and Secretaryof Elmhurst Mutual Power and Light Company to be the free and voluntary act of such party for the uses andpurposes mentioned in the instrument.

Dated:

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JOHN IRWIN, President

VICTORIA LINCOLN, Secretary

STATE OF WASHINGTON

County of Pierce

I certify that I know and have satisfactory evidence that Dennis Lipke and Victoria Lincoln arethe persons who appeared before me, and said persons acknowledged that they signed this instrument,on oath, stated that they were authorized to execute the instrument and acknowledge it as the Presidentand Secretary of Elmhurst Mutual Power and Light Company to be the free and voluntary act of suchparty for the uses and purposes mentioned in the instrument.

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ship. Membership certificates may but need not be issued by the corporation but membership shall begranted, transferred, or redeemed under the terms and conditions prescribed in the Bylaws and shall beissued in consideration of payment of the membership fee prescribed in the Bylaws, which paymentmay either be made in lawful money of the United States of America or by labor and services renderedor materials supplied to the corporation. No member shall ever acquire any interest which will entitlehim to any greater voice, vote, authority or interest in the corporation than any other member.

Article V. The corporation shall have no capital stock.Article VI. 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 thatthe corporation must be on a system where capital credits are to be issued to its members on account ofand in proportion to their patronage with the corporation in order to maintain their non-profit or taxexempt status, then the directors may adopt such system.

Article VII. The names of the persons to whom net assets of the corporation are to bedistributed in the event the corporation is dissolved are: the net assets shall be distributed equally to themembers of the corporation.

Article VIII. In the event of any merger or consolidation of the corporation with any otherentity any dissenting member shall be entitled to the fair value of his shares as provided by law.

Article IX. The address of the registered office of the corporation shall be 120-132nd StreetSouth, Tacoma, Washington 98444-4808. The name of the registered agent of the corporation andsuch address shall be Dennis Wilson, 120-132nd Street South, Tacoma, Washington 98444-4808.

Article X. The number of directors constituting the Board of Directors of the corporation shallbe five (5). The names and addresses of the persons who are now serving as the directors of thecorporation are as follows:

Name

Anzo Grazzini John D. Irwin, Jr.

Dennis R. Lipke John Bury. Merle Anderson

Article XI. The power to make, alter, amend or repeal the Bylaws or adopt new Bylaws shall bevested in the Board of Directors, provided however, the Board of Directors shall provide in said Bylawsa manner in which members may also adopt changes or make new Bylaws.

Article XII. Directors of the corporation shall not be liable to the corporation or its membersfor monetary damages for conduct as a director, except for acts or omissions that involve intentionalmisconduct, committing a knowing violation of the law, or engaging in a transaction with the corpora-tion in which the director receives a personal benefit to which he is not legally entitled.

Article XIII. The corporation accepts the benefits and will be bound by the provisions of theMiscellaneous Mutual Corporations Act, RCW 24.06.

These Restated Articles of Incorporation with amendments were adopted by resolution of theBoard of Directors on January 20, 1997, and approved by the members at the annual meeting of theCompany on April 24, 1997.

The Restated Articles of Incorporation correctly set forth without change the unchangedcorresponding provisions of the Articles of Incorporation as heretofore amended, and Restated Articlesof Incorporation supersede the original Articles of Incorporation and all amendments thereto.

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5.2 The President. The President shall preside at all meetings of the Board of Directors, shallhave general supervision of the affairs of the corporation, and shall perform such other duties as areincident to the office or are properly required of the President by the Board of Directors.

5.3 Vice President. During the absence or disability of the President, the Vice President shallexercise all the functions of the President.

5.4 Secretary and Assistant Secretary. The Secretary shall issue notices for all meetings,except for notices of special meetings of the members and the Board of Directors which are called bythe requisite number of directors, shall keep minutes of all meetings, shall have charge of the corporatebooks, and shall make such reports and perform such other duties as are incident to the office, or areproperly required of the Secretary by the Board of Directors. The Assistant Secretary shall perform allof the duties of the Secretary, and at other times may perform such duties as are directed by thePresident or the Board of Directors.

5.5 The Treasurer. The Treasurer shall have the custody of all monies and securities of thecorporation and shall keep regular books of account. The Treasurer shall disburse the funds of thecorporation in payment of the just demands against the corporation or as may be ordered by the Boardof Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directorsfrom time to time as may be required, and account of all transactions undertaken as Treasurer and ofthe financial condition of the corporation. The Treasurer shall perform such other duties as areincident to the office or are properly required by the Board of Directors. The Assistant Treasurer shallperform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at othertimes may perform such other duties as are directed by the President or the Board of Directors.

5.6 Delegation. If any officer of the corporation is absent or unable to act and no other personis authorized to act in such officer’s place by the provisions of these Bylaws, the Board of Directorsmay from time to time designate the powers or duties of such officer to any other officer of anydirector or any other person it may select.

5.7 Vacancies. Vacancies in any office arising from any cause may be filled by the Board ofDirectors at any regular or special meeting of the Board.

5.8 Other Officers. The Board of Directors may appoint such other officers or agents as it shalldeem necessary or expedient, who shall hold their offices for such terms and shall exercise such powersand perform such duties as shall be determined from time to time by the Board of Directors.

5.9 Loans. No loan shall be made by the corporation to any officer or director.

5.10 Term-Removal. The officers of the corporation shall hold office until their successors arechosen and qualified. Any officer or agent elected or appointed by the Board of Directors may beremoved at any time, with or without cause, by the affirmative vote of a majority of the whole Boardof Directors, but such removal shall be without prejudice to the contract rights, if any, of the person soremoved.

5.11 Bonds. The Board of Directors may, by resolution, require any and all of the officers toprovide bonds to the corporation, with surety or sureties acceptable to the Board, conditioned for thefaithful performance of the duties of their respective offices, and to comply with such other conditionsas may from time to time be required by the Board of Directors.

ARTICLE VI - Depositories

The monies of the corporation shall be deposited in the name of the corporation in such bank orbanks or trust company or trust companies as the Board of Directors shall designate, and shall be drawnfrom such accounts only by check or other order for payment of money signed by such persons, and insuch manner, as may be determined by resolution of the Board of Directors.

ARTICLE VII - Notices

Except as may otherwise be required by law, any notice to any member or director may bedelivered personally or by mail. If mailed, the notice shall be deemed to have been delivered whendeposited in the United States mail, addressed to the addressee at his or her last known address in therecords of the corporation, postage prepaid.

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Where a member owns more than one parcel of real property being served under his or her membershipand one or more parcels are transferred, the transferee must apply for and receive a new membershipunless he or she already has one.

All applications and transfers of memberships shall be made pursuant to such rules and fees as maybe established by the Board of Directors from time to time.

ARTICLE III - Members’ Meetings

3.1 Meeting Place. All meetings of the members shall be held at the registered office of thecorporation, or at such other places as shall be determined from time to time by the Board of Directors,and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

3.2. Annual Meeting Time. The annual meeting of the members for the transaction of suchbusiness as may properly come before the meeting, shall be held each year in the month of April on theday designated by the Directors. Persons permitted to attend all meetings of the corporation shall bethe members, their family, special quests, and others permitted to attend by Board action.

3.3 Annual Meeting-Order of Business. At the annual meeting of members, the order ofbusiness shall be as follows:

(a) Calling the meeting to order(b) Proof of notice of meeting (or filing of waiver)(c) Reading of minutes of last annual meeting(d) Reports of officers(e) Reports of committees(f) Election of officers(g) Miscellaneous business

3.4 Special Meetings. Special meeting of the members for any purpose may be called at anytime by the President or Board of Directors or by the members if a request signed by one hundred fifty(150) members is presented to the Board.

3.5 Notice. Notice of members’ meetings may be given by providing each member with written orprinted notices stating the place, day, and hour of the meeting and in the case of a special meeting, thepurpose or purposes for which the meeting is called, which notice shall be delivered either personally orby mail to each member entitled to vote at such meeting. Such notice must be delivered at least ten(10) days, and not more than fifty (50) days, prior to the meeting.

3.6 Waiver of Notice. A waiver of any notice required to be given any member, signed by theperson or persons entitled to such notice, whether before or after the time stated therein for themeeting, shall be equivalent to the giving of such notice.

3.7 Voting. A member may vote at any meeting in person or by mail for the election of directorsor any proposition submitted to the members at any regular or special meeting.

3.8 Quorum. Two percent (2%) of the members entitled to vote represented at a meeting inperson or by voting by mail shall be necessary and sufficient to constitute a quorum for the transactionof business at any special or regular meeting of the members.

ARTICLE IV

4.1 (a) , Election, and Terms. The Board of Directors of the corporation shall befive (5) in number to be chosen from among the members at the annual meeting of the corporationby the members voting. In the event that one or more full three-year terms are available, thecandidates for the Board of Directors need not declare which position they are seeking. In thisinstance, the candidate or candidates with the most votes would fill the positions available. However,when more than one position is available, and one or more of these positions are for a partial term,the candidates must declare which position they are seeking. The candidate with the most votes ineach desired position will fill that specific position. The directors shall hold office for three (3) yearsor until their successors are elected.

(b) Eligibility. Eligibility to serve as a Board member of the corporation requires that thecandidate be a member of record at the time of election and that the candidate reside in a place servedby the corporation. In addition, while a director, and during the one (1) year immediately prior tobecoming a director, a director or director candidate must not be, nor have been:

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1. a close relative of any exiting director, other than an existing director who will ceasebeing a director within one (1) year prior to the relative becoming a director (Close relative shall meanspouse, brother, sister, father, mother, daughter, or son, whether by blood, marriage, or adoption, andcohabitation shall be deemed the same as a spouse),

2. an existing, or close relative of an existing cooperative employee, agent, or representative,

3. employed by, materially affiliated with, or share in a material financial interest with anyother director,

4. engaged in, nor employed by, materially affiliated with, or have a material financialinterest in, any individual or entity, directly and substantially competing with Elmhurst Mutual Powerand Light Company, or

5. an existing, or close relative of an existing member, officer, agent, or employee of anylabor union that presently represents employees of Elmhurst Mutual Power and Light Company.

(c) Continuing Qualifications. Only natural persons complying with these qualifications maybe nominated, serve, or continue to serve, as a director. After being elected or appointed a director, ifany director fails to comply with any qualification, the Board is authorized to, and shall, remove thedirector, unless compliance with the qualification is determined by the board of directors to be excusedfor good cause and in the best interests of the company. The failure of any director to meet thequalifications for a director without excuse for good cause shall not invalidate any board action if amajority of directors who do meet the qualifications vote in favor of the measure.

(d) Eligible members desiring to run for a position on the Board of Directors shall declaretheir candidacy in writing no later than March 1. There shall be no nomination of directors from the floor of the annual meeting. In the event there is only one eligible candidate for a vacant position, noballots for that position shall be mailed, and at the annual meeting the President shall declare theunopposed candidate to be duly elected as director.

(e) Tie Vote. Tie votes for the election to the Board of Directors shall be resolved as follows:If the candidates receiving the most votes for a Board of Director position are tied, then the ElmhurstMutual Power and Light Company shall hold a runoff election amongst these candidates for therespective Board of Director position. The candidate receiving the most votes in the runoff electionshall be declared the winner for said position. In the event that there is still a tie vote after the runoffelection for the Director position at issue, then the winner shall be determined by lot.

4.2 Vacancies. If vacancies occur in the Board of Directors, such vacancies shall be filled by theremaining members of the Board through their appointment of a member of the corporation to serveuntil the next annual meeting of the corporation, at which meeting a Board member shall be elected forthe remainder of the unexpired term, if any, to which appointment had been made.

4.3 Change of Number. The number of directors may at any time be increased or decreased byamendment of these Bylaws, but no decrease shall have the effect of shortening the term of anyincumbent director.

4.4 Regular Meeting. Regular meetings of the Board of Directors may be held at the registeredoffice of the corporation or at such other place or places, either within or without the State ofWashington, as the Board of Directors may from time to time designate. The annual meeting of theBoard of Directors shall be held without notice at the registered office of the corporation, following theannual meeting of the members, at the next regular meeting of the Board of Directors, or at such othertime and place as the Board of Directors may designate by written notice. In addition to the annualmeeting, there shall be regular meeting of the Board of Directors held with proper notice, not lessfrequently than once each calendar quarter.

4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time bythe President or upon written request by any two directors. Such meeting shall be held at the registeredoffice of the corporation or at such other place or places as the directors may from time to timedesignate.

4.6 Notice. Notice of all special meetings of the Board of Directors (and of all regular meetingsother than the annual meetings to be held at the place and time designated in Section 4.4) shall be givento each director by three (3) days’ prior service of the same by telegram, by letter, or personally. Suchnotice need not specify the business to be transacted at, nor the purpose of, the meeting.

4.7 Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at allmeetings to constitute a quorum for the transaction of business.

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ARTICLE IV



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At the next regular meeting of the Board of Directors

transferee shall succeed to the membership of the transferor, provided he pays the transfer fee andregisters his membership under such rules as may be prescribed by the Board of Directors.

Where a member owns more than one parcel of real property being served under his membershipand one or more parcels are transferred, the transferee must apply for and receive a new membershipunless he already has one.





3.3 Annual Meeting--Order of Business. At the annual meeting of members, the order ofbusiness shall be as follows:



3.5 Notice. Notice of members’ meetings may be given by providing each member with writtenor printed notices stating the place, day, and hour of the meeting and in the case of a special meeting,the purpose or purposes for which the meeting is called, which notice shall be delivered either person-ally or by mail to each member entitled to vote at such meeting. Such notice must be delivered at leastten (10) days, and not more than fifty (50) days, prior to the meeting.


3.7 Voting. A member may vote at any meeting in person, by mail, or by electronic transmission for the election of directors or any proposition submitted to the members at any regular or special meeting.

3.8 Quorum. Two percent (2%) of the members entitled to vote represented at a meeting inperson, voting by mail, or voting by electronic transmission shall be necessary and sufficient to constitutea quorum for the transaction of business at any special or regular meeting of the members.

ARTICLE IV

4.1 (a) Number, Election, and Terms. The Board of Directors of the corporation shall befive (5) in number to be chosen from among the members at the annual meeting of the corporationby the members voting. In the event that one or more full three-year terms are available, thecandidates for the Board of Directors need not declare which position they are seeking. In thisinstance, the candidate or candidates with the most votes would fill the positions available. However,when more than one position is available, and one or more of these positions are for a partial term,the candidates must declare which position they are seeking. The candidate with the most votes ineach desired position will fill that specific position. The directors shall hold office for three (3) yearsor until their successors are elected.

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(b) Eligibility. Eligibility to serve as a Board member of the corporation requires that the candidate be amember of record at the time of election and that the candidate reside in a place served by the corporation.In addition, while a director, and during the one (1) year immediately prior to becoming a director, a directoror director candidate must not be nor have been:

1. a close relative of any existing director, other than an existing director who will cease being adirector within one (1) year prior to the relative becoming a director (Close relative shall mean spouse,brother, sister, father, mother, daughter, or son, whether by blood, marriage, or adoption, and cohabitationshall be deemed the same as a spouse),


3. employed by, material affiliated with, or share in a material financial interest with any otherdirector,

4. engaged in, nor employed by, materially affiliated with, or have a material financial interest in,any individual or entity, directly and substantially competing with Elmhurst Mutual Power and Light Company,or

5. an existing, or close relative of an existing member, office, agent, or employee of any laborunion that presently represents employees of Elmhurst Mutual Power and Light Company.

(c) Continuing Qualifications. Only natural persons complying with these qualifications may benominated, serve, or continue to serve, as a director. After being elected or appointed a director, if anydirector fails to comply with any qualification, the Board is authorized to, and shall, remove the director,unless compliance with the qualification is determined by the board of directors to be excused for good causeand in the best interests of the company. The failure of any director to meet the qualifications for a directorwithout excuse for good cause shall not invalidate any board action if a majority of directors who do meet thequalifications vote in favor of the measure.

(d) Eligible members desiring to run for a position on the Board of Directors shall declare theircandidacy in writing no later than March 1. In the event there is only one eligible candidate for a vacantposition, no ballots for that position shall be mailed, and at the Annual Meeting the President shall declare theunopposed candidate to be duly elected as director.

4.2 Vacancies. If vacancies occur in the Board of Directors, such vacancies shall be filled by theremaining members of the Board through their appointment of a member of the corporation to serve until thenext annual meeting of the corporation, at which meeting a Board member shall be elected for the remainderof the unexpired term, if any, to which appointment had been made.

4.3 Change of Number. The number of directors may at any time be increased or decreased byamendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbentdirector.

4.4 Regular Meeting. Regular meetings of the Board of Directors may be held at the registered officeof the corporation or at such other place or places, either within or without the State of Washington, as theBoard of Directors may from time to time designate. after the annual meeting of the members (or at such other time and place as the Board of Directors may designateby written notice), the Board of Directors shall elect the officers of the corporation as provided in Bylaw 5.1. In addition, there shall be regular meetings of the Board of Directors held with proper notice, not less frequently than once each calendar quarter.

4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by thePresident or upon written request by any two directors. Such meeting shall be held at the registered office ofthe corporation or at such other place or places as the directors may from time to time designate.

4.6 Notice. Notice of all special meetings of the Board of Directors (and of all regular meetings otherthan the annual meetings to be held at the place and time designated in Section 4.4) shall be given to eachdirector by three (3) days’ prior service of the same by telegram, by letter, or personally. Such notice neednot specify the business to be transacted at, nor the purpose of, the meeting.

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MERLE ANDERSON, Secretary TreasurerSTATE OF WASHINGTON

County of Pierce

I certify that I know and have satisfactory evidence that Dennis Lipke and Anzo Grazzini arethe persons who appeared before me, and said persons acknowledged that they signed this instrument,on oath, stated that they were authorized to execute the instrument and acknowledge it as the Presidentand Secretary of Elmhurst Mutual Power and Light Company to be the free and voluntary act of suchparty for the uses and purposes mentioned in the instrument.

Dated:

NOTARY PUBLICPrinted Name:Commission Expires:

BY-LAWS OF THE ELMHURST MUTUAL POWER AND LIGHT COMPANY, a Corporation,organized under the Laws of the State of Washington, relating to corporations not formed for profit.

AS AMENDED, approved and adopted at the Annual Meeting October 20, 1941. And again at theAnnual Meeting of February 8, 1954; February 24, 1959; February 28, 1961; February 28, 1966;February 24, 1969; February 22, 1971; February 28, 1972; February 28, 1974; February 26, 1976;March 31, 1977; March 29, 1979; March 24, 1983; March 20, 1986; March 25, 1987; March 28,1996; and February 12, 1998.

ARTICLE I - Offices

1.1 Registered Office and Registered Agent. The registered office of the corporation shallbe located in the State of Washington at such place as may be fixed from time to time by the Board ofDirectors upon filing of such notices as may be required by law. The registered agent shall have abusiness office identical with such registered office.

1.2 Other Offices. The corporations may have other offices within or outside the State ofWashington at such place or places as the Board of Directors may from time to time determine.

ARTICLE II - Members

The corporation shall have a single class of members. Members shall consist of all persons andother legal entities who apply for and are admitted to membership as provided in Article IV of theArticles of Incorporation of this corporation. All membership fees and qualifications shall be deter-mined by the Board of Directors. Each member shall be entitled to one vote on all matters submitted toa vote of the corporation’s members. No member may have more than one membership. Membershipsheld by a husband and wife may be voted by either but not both.

While no person may have more than one individual membership, such person may vote themembership of any corporation, partnership, limited liability company, or governmental unit owning amembership when authorized by such owners to do so.

Whenever a member owning a single real property being served under his or her membership shalltransfer such property to another or when such property is transferred to another by law, then thetransferee shall succeed to the membership of the transferor, provided he or she pays the transfer fee andregisters his or her membership under such rules as may be prescribed by the Board of Directors.

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4.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, except where a director attends for the express purpose of objecting to thetransaction of any business because the meeting is not lawfully called or convened. A waiver of noticesigned by the director or directors, whether before or after the time stated for the meeting, shall beequivalent to the giving of notice.

4.9 Registering Dissent. A director who is present at a meeting of the Board of Directors atwhich action on a corporate matter is taken shall be presumed to have assented to such action unlessthe director shall file a written dissent or abstention to such action with the person acting as thesecretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mailto the Secretary of the corporation immediately after the adjournment of the meeting. Such right todissent or abstain shall not apply to a director who voted in favor of such action.

4.10 Executive and Other Committees. The Board of Directors may appoint, from time totime, from its own number, standing or temporary committees consisting each of no fewer than two (2)directors. Such committees may be vested with such powers as the Board may determine by resolutionpassed by a majority of the full Board of Directors; provided, however, that no such committee shallhave the authority of the Board of Directors in reference to:

(a) Amending, altering, or repealing these Bylaws;

(b) Electing, appointing, or removing any member of any such committee or any director orofficer of the corporation;

(c) Amending the Articles of Incorporation;

(d) Adopting a plan of merger or consolidation with another corporation;

(e) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of theproperty and assets of the corporation;

(f) Authorizing the voluntary dissolution of the corporation or revoking proceedingstherefor; or

(g) Amending, altering, or repealing any resolution of the Board of Directors which by itsterms provides that it shall not be amended, altered, or repealed by such committee.

All committees so appointed shall keep regular minutes of the transactions of their meetings andshall cause them to be recorded in books kept for that purpose in the office of the corporation. Thedesignation of any such committee and the delegation of authority thereto shall not relieve the Boardof Directors, or any member thereof, of any responsibility imposed by law.

4.11 Remuneration. The compensation of directors shall be fixed by resolution of the Board ofDirectors from time to time.

4.12 Loans. No loans shall be made by the corporation to any director.

4.13 Director Proxy Vote. “If a Director is unable to attend a meeting of the Board ofDirectors, he/she may submit his/her vote on any matter to be voted upon at said meeting by proxy. Inthis event, the Director’s proxy may be given to another Director by executing a writing authorizinganother Director who will be present at the subject meeting to act for the absent Director as proxy.Execution shall be accomplished by the absent Director signing said written authorization or causing his/her signature to be affixed to the writing by any reasonable means including, without limitation,facsimile signature or electronic signature. The foregoing written authorization shall then be presentedby the Director (who is the recipient of the proxy) to the remainder of the Board of Directors at thesubject meeting. These Directors shall review the written authorization to confirm that it appears validon its face. Upon said confirmation, the absent Director’s proxy vote shall be accepted by the Board ofDirectors.”

ARTICLE V - Officers

5.1 Designations. The officers of the corporation shall be a President, a Vice President, aSecretary, and a Treasurer, and an Assistant Secretary, and Assistant Treasurer, if the Board shall sodesignate. All officers shall be elected for terms of one year by the Board of Directors. Such officersshall hold office until their successors are elected and qualified. Any two or more offices may be held byhe same person, except the President may only hold that office. The offices of President and Secretarymay not be held by the same person.

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MERLE ANDERSON, Secretary/Treasurer STATE OF WASHINGTON

County of Pierce

I certify that I know and have satisfactory evidence that Victoria Lincoln and Merle Anderson are the persons who appeared before me, and said persons acknowledged that they signed this instrument,on oath, stated that they were authorized to execute the instrument and acknowledge it as the Presidentand Secretary of Elmhurst Mutual Power and Light Company to be the free and voluntary act of suchparty for the uses and purposes mentioned in the instrument.

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Whenever a member owning a single real property being served under his membership shalltransfer such property to another or when such property is transferred to another by law, then the

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MERLE ANDERSON, Secretary/Treasurer STATE OF WASHINGTON

County of Pierce

I certify that I know and have satisfactory evidence that Victoria Lincoln and Merle Anderson are the persons who appeared before me, and said persons acknowledged that they signed this instrument,on oath, stated that they were authorized to execute the instrument and acknowledge it as the Presidentand Secretary of Elmhurst Mutual Power and Light Company to be the free and voluntary act of suchparty for the uses and purposes mentioned in the instrument.

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Whenever a member owning a single real property being served under his membership shalltransfer such property to another or when such property is transferred to another by law, then the

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4.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of noticeof such meeting, except where a director attends for the express purpose of objecting to the transactionof any business because the meeting is not lawfully called or convened. A waiver of notice signed by thedirector or directors, whether before or after the time stated for the meeting, shall be equivalent to thegiving of notice.















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Elmhurst Mutual Power & Light Company Articles of ...€¦ · Articles of Incorporation and Bylaws...

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