ARTICLES OF INCORPORATION
The following reflects the Articles of Incorporation after Amendments as of August 24, 2006.
ARTICLES OF INCORPORATION
HICKMAN-FULTON COUNTIES RURAL ELECTRIC COOPERATIVE CORPORATION
The incorporation whose names are hereunto signed, being natural persons and citizens of the Commonwealth of Kentucky, have executed these Articles of Incorporation for the purpose of forming a cooperative corporation not organized for pecuniary profit pursuant to the “Rural Electric Cooperative Corporation Act” which was passed by the General Assembly of Kentucky at Special Session, 1936, and was approved an January 18, 1937, in accordance with the following provisions:
The name of the Corporation shall be “Hickman-Fulton Counties Rural Electric Cooperative Corporation”.
The purpose for which the Corporation is formed are to conduct an electric generation, transmission, distribution or service non-profit cooperative corporation to produce, transmit, distribute or furnish energy to any person or corporation, subject to the limitations of the aforesaid act as amended, and/or to provide electrical devices, wiring and equipment and any services that are requested or deemed advisable or desirable to operate a utility and without limiting the generality of the foregoing:
(a) To generate, manufacture, purchase, acquire and accumulate electric energy for its members and non-members to the extent permitted by the Act under which the Corporation is formed and to transmit, distribute, furnish, sell and dispose of such electric energy to its members and non-members to the extent permitted by the Act under which the Corporation is formed, 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:
(b) To acquire, own, hold, use, exercise and , to the extent permitted by law, to sell, mortgage, pledge, hypothecate and in any matter dispose of franchise, rights, privileges, licenses, rights of way and easements necessary, useful or appropriate to accomplish any or all of the purposes of the Corporation:
(c) 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 and or all of its purposes:
(d) To assists its members in acquiring electrical and plumbing 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, repair electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character and to receive, acquire, endorse, pledge, guarantee, hypothecate, transfer or otherwise dispose of notes and other evidences of indebtedness and all security therefore:
(e) To borrow money, to make and issue bonds, notes and other evidences of indebtedness, secured or unsecured, for moneys 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 mortgage or mortgages, or deeds of deeds of trust upon, 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:
1. The granting of authorization to the Board of Directors of the Cooperative, on behalf of the Cooperative, to borrow from time to time additional sums from United States of America pursuant to the provisions of the Rural Electrification Act of 1936, as from time to time amended, (hereinafter called the “Act”) and from other appropriate sources, including the National Rural Utilities Cooperative Finance Corporation, and to incur indebtedness from time to time by the assumption of the debt of third parties to the United States of America created by loans made to such third parties pursuant to the Act, or the Emergency Relief Appropriations Act of 1935 (hereinafter called the Relief Act), and to incur indebtedness from time to time by the assumption of the indebtedness of third parties to other appropriate sources including the National Rural Utilities Cooperative Finance Corporation, such additional loans and such assumption of indebtedness to be in such amounts and upon such terms as the Board of Directors shall deem advisable to finance the construction, acquisition and operation of such electric generating transmission, distribution and service facilities as the Board of Directors shall from time to time determine upon; the aggregate amount of such loans together with the aggregate amount of such indebtedness so assumed and the aggregate amount of loans heretofore made to the Cooperative by United States of America not to exceed Twelve Million Dollars.
2. The granting of authorization to the Board of Directors to cause the proper officers, on behalf of the Cooperative, from time to time, to execute, seal and deliver notes, bonds or other evidences or indebtedness to evidence indebtedness created by such loans and assumptions and to refund the notes, bonds or other evidence of indebtedness heretofore issued by the Cooperative to United States of America of hereafter issued pursuant to this authorization to United States of America or to other appropriate sources including National Rural Utilities Cooperative Finance Corporation, all upon such terms as the Board of Directors shall determine.
3. The granting of authorization to the Board of Directors of the Cooperative to mortgage, by Deed of Trust, or by mortgage, and upon such terms as the Board of Directors shall determine, all of the property of the Cooperative now owned or hereafter acquired, in order to secure such loans heretofore or hereafter made at any time or times pursuant to the Act by United States of America to the Cooperative or loans from other appropriate sources including the National Rural Utilities Cooperative Finance Corporation, and to secure such indebtedness of the Cooperative as may be incurred by the assumption at any time or times of the indebtedness of third parties to United States of America created by loans made to such parties pursuant to the Act, or the Relief Act or to other appropriate sources including the National Rural Utilities Cooperative Finance Corporation, and to secure all notes, bonds or other evidences of indebtedness, evidencing the indebtedness created by such loans and such assumptions, limited in aggregate amounts as aforesaid.
(f) To do and perform, either for itself or its members, any and all acts and things, and to have and exercise any and all powers, as may be necessary or convenient to accomplish any of all of the Act under which the Corporation in formed, and to exercise any of its powers anywhere.
(g) And for the secondary purpose of engaging in any other lawful business or activity as authorized by statutes and applicable law.
The principle office of the Corporation shall be located at Hickman , in the county of Fulton , Commonwealth of Kentucky.
The operations of the Corporation are to be conducted in the counties of Hickman, Fulton and Carlisle Counties in Kentucky and in such other counties and states as such operations may from time to time become necessary or desirable in the interest of the Corporation or of its members.
The number of directors of the Corporation shall be 5 .
(Note: Insert a definite figure, not less than five).
The names and post offices addressed of the directors who are to manage the affairs of the Corporation until the first annual meeting of the members or until their successors shall have been elected and shall have qualified, are:
Name Post Office Address
J. B. McGhee Hickman, Ky.
Rosco Stone Hickman, Ky.
H. M. Pewitt Fulton, Ky.
E. C. Whayne Clinton, Ky.
Grover Wyatt Clinton, Ky.
The duration of the Corporation is: perpetual.
Section 1. The Corporation shall have no capitol stock, and the property rights and interests of each member shall be equal.
Section 2. The Subscribers to these Articles of Incorporation shall be members of the Corporation. In addition to the undersigned incorporators any person, firm, association, corporation, business trust, partnership or body politic may become a member in the Corporation by: (a) paying in full such membership fee as shall be specified in the By-Laws of the Corporation: (b). agreeing to purchase from the Corporation the amount of electric energy hereinafter in Section 3 of this Article specified; and (c) agreeing to comply with and be bound by these Articles of Incorporation and the By-Laws of the Corporation and any amendments thereto and by such rules and regulations as may from time to time be adopted by the Board of Directors of the Corporation; provide, however, that no person, firm, association, corporation, business trust, partnership or body politic accepted for membership by the members at any meeting thereof, shall become a member in the Corporation unless and until he or it has been accepted for membership by the affirmative vote of a majority of the members of the Board of Directors of the Corporation.
Section 3. Each member shall, as soon as electric energy shall be available, purchase from the Corporation monthly not less than the minimum amount of electric energy which shall from time to time be determined by a resolution of the Board of Directors of the Corporation and shall pay therefore, and for all additional electric energy used by such member, the price which from time to time shall be fixed therefore by resolution of the Board of Directors. Each member shall also pay for all obligations 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 Board of Directors may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member of the visions of the Articles of Incorporation or the By-Laws of the Corporation or any rules or regulations adopted from time to time by the Board of Directors.
Section 5. Any member of the Corporation may withdraw from membership upon payment in full of all of his debts and liabilities to the Corporation and upon compliance with and performance of such terms and conditions as the Board of Directors may prescribe.
Section 6. Memberships in the Corporation and the certificates representing the same shall not be transferable, and upon the death, cessation of existence, expulsion or withdrawal of a member, membership of such member shall thereupon terminate and his or its certificate of membership shall be surrendered to the Corporation. Subject to the payment of all debts and liabilities of a member of the Corporation, upon the death, cessation of existence, expulsion or withdrawal of a member and the surrender of his or its membership certificate, the Corporation shall pay to such member or his personal representative, an amount equal to the value of his of its membership as appraised by the Board of Directors. The termination of membership by death, cessation or existence, expulsion or withdrawal shall not release the member from the debts or liabilities of such member to the Corporation.
Section 7. Membership in the Corporation shall be evident by a certificate of a membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to or inconsistent with the Articles of Incorporation or the By-Laws of the Corporation. Such certificate shall be signed by the President and by the Secretary of the Corporation and shall be sealed with its corporate seal.
Section 8. No membership shall be issued for less than the membership fee specified in the By-laws of the Corporation, nor until such membership fee has been fully paid for in cash and such payment has been deposited with the Treasurer of the Corporation.
Section 9. No member may own more than one membership in the Corporation and each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at any meeting of the members of the Corporation.
Section 10. At all meetings of members a member may vote by proxy executed in writing by the member. Such proxy shall be filled with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after sixty (60) days from the date of its execution, and the proxy so appointed may not vote at any meeting other than the one designated in the proxy or any adjournment of adjournments of such meetings.
Section 1. The By-laws of the Corporation may fix other such terms and conditions upon which members shall be admitted to and retain membership in the Corporation not inconsistent with these Articles of Incorporation or the Act under which it is organized.
Section 2. The Board of Directors shall have power to make and adopt such rules and regulations not inconsistent with these Articles of Incorporation or the By-laws of the Corporation as it may deem advisable for the management, administration and regulation of the business and affairs of the Corporation.
Section 3. Neither the incorporators nor any other member of the Corporation shall be personally responsible for any debt, obligation or liability by the Corporation.
Subject to the provision of any mortgage given by the Corporation and within sixty (60) days after the expiration of each fiscal year the Board of Directors, after paying or providing for the payment of all operating expenses of the Corporation including an amount for prospective operating expenses for a reasonable period, and all interest and installment is on account of the principle of notes, bonds or other evidences of indebtedness of the Corporation which shall have become due and be unpaid, or which shall have accrued at the end of the fiscal year but which shall not be then due, and after paying or making provisions for the payment of all taxes , insurance and all other non-operating expenses which shall have become due and be unpaid, and all taxes insurance and all other non-operating expenses which shall not be then due, shall apply then revenues and receipts of the Corporation remaining thereafter for the following purposes and in the following order of priority;
1. the establishment and maintenance of a reserve for the payment of interest on and principal of all outstanding notes, bonds or other evidences of indebtedness of the Corporation in an amount which shall equal the amount of principle and interest required to be paid in respect of such notes, bonds or other evidences of indebtedness during the ensuing fiscal year:
2. the establishment and maintenance of a general reserve fund for working capital, insurance, taxes, depreciation, obsolescence, and contingencies in an amount which the Board of Directors shall deem reasonable;
3. No patronage, dividend or refund will be distributed if the same is not allowed under the Cooperative’s then current power supply contract or applicable rules and regulations.
and all revenues and receipts not needed for the above and foregoing purposes shall be returned, paid or abated to the members as a patronage dividend or refund on the basis and in the manner provided in the Act under which the Corporation is organized, provided, however, that in no case shall any such patronage dividend or refund be returned, paid or abated to any member who is indebted to the Corporation until such indebtedness is paid or arrangements in repeat thereof satisfactory to the Board of Directors shall have been made.
The Corporation may amend, alter, change or repeal and provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by law.