The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation not for profit under the General Corporation Act of Ohio, do hereby certify:
First: The name of the Corporation shall be Union Rural Electric Cooperative, Inc.
Second: The place in the State of Ohio where its principal office is located is Paris Township, Union County, Ohio.
Third: The purpose for which the Corporation is formed is:
- To engage in operations as a public utility rendering electric service to members and nonmember patrons; to generate, manufacture, purchase, acquire and accumulate electric power and/or energy for, and to transmit, distribute, furnish, sell and dispose of such electric power and/or energy to its members and nonmember patrons, 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/or distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any or all of the foregoing purposes; and, without limiting the generality of the foregoing, but in amplification thereof, to acquire, in whole or in part, by purchase, lease, or otherwise, other electric generation, transmission, and/or distribution systems, which purpose may be effected through the acquisition of real or personal property, or the acquisition of stocks or other corporate securities evidencing the ownership of real and personal property constituting such other electric systems, or portions thereof or through merger or consolidations;
- To supply electric power and/or energy to its members and nonmember patrons without any discrimination or preference as between members and nonmember patrons and to enter into and perform franchises and other contracts with political subdivisions, bodies politic, governmental agencies or instrumentalities, industrial and commercial concerns, residential customers, and others with franchises or contracts provide for the supplying of electric power and/or energy or otherwise rendering electric and/or other energy service to any such concerns, customers, subdivisions, bodies, agencies, instrumentalities or the citizens thereof;
- To acquire, hold, own, use, exercise and, to the extent permitted by law, to sell, mortgage, pledge, hypothecate, encumber, subject to liens or security interests, 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;
- 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, encumber, subject to liens or security interests 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;
- To furnish under contract with any person, partnership, firm, political subdivision, body politic or governmental agency or instrumentality, corporation or association technical services, including, without limitation because of enumeration, engineering, bookkeeping, auditing, construction, line and communication equipment, repair, and maintenance of distribution systems, meter reading, billing, collecting, financing, and any and all other specialized management or operation services for electrical distribution or transmission firms or companies;
- To borrow money, to make and issue bonds, notes, and other evidences of indebtedness, secured or unsecured, for monies 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 mortgages, deeds of trust, security agreements and financing statements, 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
- To assist its members and nonmember patrons served by it to wire their premises and install therein electrical and pumping 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 and pumping appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character; and to receive, acquire, endorse, pledge, hypothecate and dispose of notes and other evidences of indebtedness.
- To promote and develop the use of electric power and/or energy and to engage in area development and similar activities in order to promote and develop the use of electric power and/or energy;
- To aid in any manner permitted by law and firm, individual, corporation or association, domestic or foreign, in which the corporation may own any shares of stock, bonds, debentures, notes, evidences of indebtedness or other securities, contracts or obligations, or in which the corporation may have any other legal or equitable interest and to do any other act permitted by law to preserve, protect, improve or enhance the value of the same or the property represented thereby; and to organize or promote or facilitate the organization of subsidiary corporations;
- To do and perform, for itself, its members and its nonmember patrons, 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 incidental thereto, or as may be permitted by law.
The enumeration of the foregoing purposes shall not be held to limit or restrict in any manner the general powers of the Corporation, and the Corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to or conferred upon corporation or the character of the Corporation by the laws of the State of Ohio now or hereafter in force. Each purpose enumerated above shall be deemed to be independent of all other purposes and shall not be limited or restricted by reference from any other enumerated powers. The Corporation reserves the right, at any time and from time to time, substantially to change its purposes in the manner now or hereafter permitted by law.
Fourth: The Corporation shall at all times be operated on a cooperative, nonprofit basis for the mutual benefit of its patrons as provided in the Corporations’ Code of Regulations as it now exists or may hereafter be amended. Provided, however, that nothing herein shall prevent the Cooperative from forming or acquiring control of other domestic or foreign nonprofit corporations or corporations for profit.
Fifth: The Corporation shall not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property or merge or consolidate with any other corporation unless such sale, mortgage, lease, other disposition, encumbrance, merger or consolidation is authorized at a meeting of the members thereof by the affirmative vote of not less than two thirds (2/3) of all of the members of the corporation, unless the notice of such proposed sale, mortgage, lease, other disposition, encumbrance, merger or consolidation shall have been contained in the notice of the meeting; provided, however, that notwithstanding any other provision of this Article, the Board of the Corporation, without authorization by members thereof, shall have full power and authority to authorize the execution and delivery of mortgages, deeds of trust, security agreements and financing statements or otherwise pledging, encumbering, subjecting to a lien or security interest, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Corporation, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Corporation to the United States of America or any instrumentality or agency thereof or to any other bona fide lender, lending institution or investor; provided, further, however, that notwithstanding any other provision of this Article, the Board may upon the authorization of a majority of those members thereof, sell, lease or otherwise dispose of all or a substantial portion of its property to, or merge or consolidate with another nonprofit corporation which is or has been a member of Ohio Rural Electric Cooperative, Inc.
Notwithstanding the foregoing provisions of this Article, nothing contained herein shall be deemed or construed to prohibit an exchange of electric plant facilities for electric plant facilities of another electric company when in the judgment of the board such facilities are of approximately equal value, but in no event shall the value of the Corporation’s facilities so exchanged within any 12 month period exceed 10% of the total electric plant of the Corporation.
Any alteration, amendment, or repeal of this Article shall require the affirmative vote of at least 2/3 of all of the members of the Cooperative, and no other provision of these Articles of Incorporation may be altered, amended, or repealed by an affirmative vote which is less in number or different in character than the affirmative vote required under this Article.
Sixth: These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.