Co-op Articles of Incorporation
ARTICLES OF INCORPORATION
CLAIBORNE ELECTRIC COOERATIVE, INC.
STATE OF LOUISIANA
PARISH OF CLAIBORNE
CITY OF HOMER
BE IT KNOWN, that on this 13th day of September, 1938, personally came and appeared before me, the undersigned, a notary public, in and for the state, parish and city aforesaid, therein presently residing, duly appointed, commissioned and qualified, the several subscribers hereto, of full age of majority, who declared to me a notary, in the presence of the undersigned competent witnesses, residing in the state, parish, and city aforesaid, that, availing themselves of the provisions of Act 254 of the General Assembly of the State of Louisiana for the year 1914, and all laws and amendatory thereof and supplementary thereto, they do hereby organize themselves, their successors and assigns into a non-trading corporation in pursuance of said Act under and in accordance with the following Articles of Incorporation:
The name of the corporation shall be Claiborne Electric Cooperative, Inc.
The nature of the business of the corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows:
- To operate without profit or financial gain for the purpose of assisting and encouraging the advancement of the material prosperity and progress of the State of Louisiana by promoting and encouraging the fullest possible use of electric energy in rural areas in said State by making such energy available to the inhabitants of said State at the lowest cost consistent with sound economy and prudent management of the business of the corporation;
- To generate, manufacture, purchase, acquire and accumulate electric energy for its members and to transmit, distribute, furnish, sell and dispose of such electric energy to its members only, 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;
- 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, 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 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 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 or indebtedness and all security therefor;
- To borrow money, to make and issue bonds, notes and other evidence of indebtedness, secured or unsecured, for moneys borrowed or in payment for property acquired, of for any of the other objects or purposes of the corporation and to secure the payment of such bonds, notes or other evidences of indebtedness by mortgage or mortgages, or deed or deeds of trust upon, or by the pledge of or other lien upon, all or any of the property, rights, privileges or permits of the corporation, wheresoever situated, acquired or to be acquired;
- To do and perform any and all acts and things, and to have and exercise any and all powers which may be necessary or convenient to accomplish any or all of the foregoing and purposes or which may be permitted, from time to time, by the Act under which the corporation is formed and the laws of the State of Louisiana; provided, however, that all of the operation of the corporation shall be on a cooperative basis, not for profit, and for the use and benefit of its members as such. The corporation shall render no service to or for the public.
The domicile and principal office of the corporation shall be in Homer, Louisiana.
The business and affairs of the corporation shall be vested in and managed and controlled by a board of directors and the officers of the corporation shall be a president, a vice-president, a treasurer and a secretary. The offices of the Secretary and Treasurer may be held by the same person.
Section 1. The number of directors shall be nine (9), all of whom shall be members of the corporation. The subscribers to these articles shall be the first directors of the corporation and they shall hold office until the annual meeting of the members in the year 1939, or until their successors shall have been duly elected and shall have qualified. At each annual meeting of the members beginning with the year 1939, the directors shall be elected by and from the members of the corporation to hold office until the next annual meeting of the members or until their successors shall have been elected and shall have qualified.
Section 2. The bylaws may make provisions for the removal of directors and the filling of vacancies so created. Bylaws may also provide for division of the territory served by the Cooperative into voting districts, and for the election of directors directly by such voting districts, or by a body of delegates elected by such voting districts.
Section 3. The officers of the corporation shall be elected, by ballot, by and from the members of the board of directors at such times and for such terms of office as shall be provided in the bylaws of the corporation.
Citation and service of process may be made on any officer of the corporation. In the absence of such officers, service of legal process may be made in the same manner provided for domestic business corporations.
The length of time during which the corporation shall exist and continue shall be ninety-nine (99) years.
The names and post office addresses of the subscribers to these articles are as follows;
L. Almond R.F.D. #2, Minden, La.
J. E. Burnett R.F.D. #3, Haynesville, La.
J. H. Odom R.F.D. #2, Haynesville, La.
S. P. Meadors R.F.D. #4, Homer, La.
R. L. Hays R.F.D. #1, Athens, La.
W. M. Rainach Summerfield, Louisiana
Jewel White Lisbon, Louisiana
Section 1. Any person, firm, corporation or body politic may become a member in the Corporation by:
- Paying the membership fee hereinafter specified;
- Agreeing to purchase from the Corporation electric energy as hereinafter specified; and
- agreeing to comply with and be bound by the articles of incorporation of the corporation and these bylaws and any amendments thereto and such rules and regulations as may from time to time be adopted by the board of directors,
provided, however, that no person, firm, corporation or body politic shall become a member unless and until he or it has been accepted for membership by the board of directors or the members. At each meeting of the members held subsequent to the expiration of a period of six (6) months from the date of incorporation of the corporation, all applications received more than ninety (90) days prior to such meeting and which have not been accepted by the board of directors shall be submitted by the board of directors to such meeting of the members and, subject to compliance by the applicant with the conditions set forth in subdivisions (a), (b) and (c) of this sections, such application for membership may be accepted by a vote of the members at such meeting. The Secretary shall give any such applicant at least ten (10) days prior notice of the date of the members’ meeting to which his supplication will be submitted and such applicant may be present and heard at the meeting. No person, firm, corporation or body politic may own more than one (1) membership in the Corporation.
Any two adults living in the same residence may jointly become a member and their application for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the two adults comply jointly with the provisions of the above subdivisions (a), (b) and (c).
Section 2. The membership fee shall be $5.00, payment of which shall make the member eligible for one (1) service connection. An additional fee of $5.00 shall be paid for each additional service connection requested by a member.
Section 3. Each member shall, as soon as electric energy shall be available, purchase from the corporation all electric energy used on the premises referred to in the application of such member for membership, and shall pay therefor monthly at rates which shall from time to time be fixed by resolution of the board of directors; provided, however, that the electric energy which the corporation shall furnish to any member may be limited to such an amount as the board of directors shall from time to time determine and that each member shall pay to the corporation such minimum amount per month as shall be fixed by the board of directors from time to time, regardless of the amount of electric energy consumed. Each member shall also pay all obligation which may from time to time become due and payable by such member to the corporation as and when the same shall become due and payable.
Section 4. The private property of the members of the corporation shall be exempt from execution for the debts of the corporation and no member shall be individually liable or responsible for any debts or liabilities of the corporation.
Section 5. The board of directors of the corporation may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of the articles of incorporation of the corporation or the bylaws or any rules or regulation adopted from time to time by the board of directors. Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members. The action of the members with respect to any such reinstatement shall be final.
Section 6. Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the corporation and upon compliance with such terms and conditions as the board of directors may prescribe.
Section 7. (a) Membership in the corporation and a certificate representing the same shall not be transferable, except as hereinafter otherwise provided, and upon the death, cessation or existence, expulsion or withdrawal of a member, the membership of such member shall thereupon terminate, and the certificate of membership of such member shall be surrendered forthwith to the corporation. Termination of membership in any manner shall operate as a release of all right, title and interest of the member in the property and assets of the corporation; provided, however, that such termination of membership shall not release the member from the debts or liabilities of such member to the corporation.
(b) A membership may be converted by a member to a joint membership upon the written request of such member and his or her partner in the proposed membership complying with the provisions of subdivisions (b) and (c) of section 1 of this article. Such conversion shall be made and recorded on the books of the corporation and such joint membership noted on any agreements.
(c) When a membership is held jointly by any two adults living in the same residence, upon the death of either, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her.
Section 8. Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meeting of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, except as otherwise provided by law, the articles of incorporation of the corporation, or the bylaws. If a husband and wife hold a joint membership, they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.
Section 1. Membership in the corporation shall be evidenced by a certificate of membership which shall be in such form and shall contain such provisions as shall be determined by the board of directors no contrary to, or inconsistent with, the articles of incorporation of the corporation or the bylaws. Such certificate shall be signed by the President and by the Secretary of the corporation and the corporate seal shall be affixed thereto.
Section 2. No membership certificates shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid for in cash, and such payment has been deposited with the Treasurer.
Section 3. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and such indemnity to the corporation as the board of directors may prescribe.
Section 4. The bylaws of the corporation may define and fix other duties and responsibilities of the members and prescribe other terms and conditions upon which members shall be admitted to and retain membership in the corporation not inconsistent with these articles of incorporation of the laws of the State of Louisiana.