PURSUANT to the provisions of the Miscellaneous and Mutual Corporations Act of the State of Washington, Chapter 24.06 RCW and 24.06.525, the undersigned corporation amends its Articles of Incorporation.

ARTICLE I
NAME

The name of this corporation shall be ORCAS POWER AND LIGHT COOPERATIVE.

ARTICLE II
OBJECTS AND PURPOSES

The object or objects and purpose or purposes for which the corporation is formed are:

1. to generate, manufacture, purchase, acquire and accumulate electric energy for its members or for such other persons as allowed by law and to transmit, distribute, furnish, sell and dispose of such electric energy to its members or to such other persons as allowed by law, 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 distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any or all of the foregoing purposes;

2. to acquire, own, hold, use, exercise, and, to the extent permitted by law, to sell, mortgage, pledge, hypothecate and in any manner dispose of franchises, energy rights, privileges, licenses, rights of way and easements necessary, useful or appropriate to accomplish any or all of the purposes of the corporation;

3. 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 any and all real and personal property or any interest therein necessary, useful or appropriate to accomplish any or all of the purposes of the corporation;

4. to assist its members to wire their premises and install therein electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and, in connection therewith and for such purposes, to purchase, acquire, lease, sell, distribute, install and repair electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and to receive, acquire, endorse, pledge, guarantee, hypothecate, transfer or otherwise dispose of notes and other evidences of indebtedness and all security therefore;

5. to borrow money, to make and issue bonds, notes and other evidences of indebtedness, secured or unsecured.

6. to exercise all powers and rights authorized by law for nonprofit corporations under Chapter 24.06 RCW, whether or not related to the acquisition and/or distribution of electricity or electric energy.

7. to accept into membership in this corporation persons, firms, partnerships, corporations and associations, municipal corporations, school districts, or any political subdivision of the United States, the State of Washington, or any county thereof, under the terms and provisions set forth in the bylaws of the corporation.

8. to accept gifts of any kind of property, either real or personal.

9. to have and enjoy all the powers and privileges as provided under Chapter 24.06 RCW.

ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the corporation shall be 183 Mt. Baker Road, Eastsound, San Juan County, Washington. The name of the initial registered agent of the corporation at such address shall be Randy J. Cornelius.

ARTICLE IV
DURATION

The duration of this corporation shall be perpetual.

ARTICLE V

The number of directors constituting the Board of Directors of the corporation shall be seven (7). The names and addresses of the persons who are now serving as the directors of the corporation are as follows:

Roger Crosby	P.O. Box 299, Deer Harbor, WA 98243
Leon Fonnesbeck	P.O. Box 442, Shaw Island, WA 98286
Nourdine Jensen	P.O. Box 27, Friday Harbor, WA 98250
Dave Hylton	P.O. Box 1370, Friday Harbor, WA 98250
Ed Marble	Rt. 1, Box 1507, Lopez, WA 98261
Bob Myhr	Rt. 1, Box 2114, Lopez, WA 98261
Chris Thomerson	P.O. Box 244, Deer Harbor, WA 98243

ARTICLE VI
CAPITAL STOCK

The corporation is formed not for profit and shall have no capital stock.

ARTICLE VII

Section 1.

There shall be one class of memberships called “Energy Members”, as hereinafter defined, and such other classes of memberships as shall be established by resolution of the Board of Directors. 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 of any class of membership upon meeting the qualifications therefor as hereinafter set forth or as prescribed by the Board of Directors, and upon acceptance by this corporation of their application for membership.

Energy Members. Any person residing and/or owning, leasing or possessing real property in San Juan County, Washington or other counties in Washington, and desiring to become a member of the corporation and receive electrical energy and service from it by connection to its physical system. An applicant may become an energy member upon approval of his/her application, agreeing to be bound by the articles of incorporation, bylaws, tariffs and rules of the corporation, together with any future amendments thereto, and payment of the current fee fixed by the Board of Directors.

Section 2.

Each energy member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members and at all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members present in person or voting by absentee ballot.

Section 3.

The bylaws of the corporation may define and fix the duties and responsibilities of the members and prescribe such other terms and conditions upon which members shall be admitted to membership in the corporation not inconsistent with these articles of incorporation or the act under which the corporation is organized.

Section 4.

The private property of the members of the corporation shall not be subject to the payment of, and no member shall be individually responsible for, corporate debts to any extent whatever, and the corporation shall not make any assessment against any member of the corporation without his consent thereto in writing; provided, however, that nothing herein contained shall release a member from his or its debts or liabilities to the corporation for electric energy used by such member or for good purchased from the corporation.

ARTICLE VIII
DISTRIBUTION OF SURPLUS

The corporation shall distribute its surplus funds to its members in accordance with the provisions contained in the bylaws of the cooperative.

ARTICLE IX
LIQUIDATION OR SALE

In the event the corporation is dissolved or sold, the net assets shall be distributed to the energy members, and such other members as the board shall determine by resolution, in accordance with the provisions of the bylaws.

ARTICLE X
DISSENTERS’ RIGHTS

In the event of any merger or consolidation of the corporation with any other entity, any dissenting energy member or other members determined by the Board of Directors by resolution shall be entitled to the fair value of his/her membership as provided by law.

ARTICLE XI
BYLAWS

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 voting members may also adopt changes or make new bylaws. Notice of the board’s action in making, altering, amending or repealing the bylaws or adopting new bylaws shall be given to the voting members within thirty (30) days of such action.

ARTICLE XII
DIRECTOR LIABILITY

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, for conduct violating RCW 23B.08.310, or engaging in a transaction with the corporation in which the director receives a personal benefit to which he is not legally entitled. Further, in accordance with RCW 24.06.030 (15), the corporation shall indemnify its officers and directors and former officers and directors as set out in such section.

ARTICLE XIII
PROVISIONS OF THE MISCELLANEOUS AND MUTUAL CORPORATIONS ACT

The corporation accepts the benefits and will be bound by the provisions of the Miscellaneous Mutual Corporations Act, Chapter 24.06 RCW.

ARTICLE XIV
AMENDMENTS TO ARTICLES OF INCORPORATION

These articles of incorporation may be amended in the manner now or hereafter provided by law.

These amended articles of incorporation were adopted by resolution of the Board of Directors on March 19, 1998. The resolution of the Board of Directors was approved by the members of the corporation at a regular/special meeting of the corporation held on May 16, 1998. The amended articles of incorporation correctly set forth all provisions of the articles of incorporation, as amended, and the amended articles of incorporation supersede the original articles of incorporation and all amendments thereto. Further amendments to these articles were adopted by the Board of Directors on August 21, 2003, with notice to the members provided on September 3, 2003.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of February, 2007.

 

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Ed Marble, President