Morgan County REA

Restated Articles of Incorporation

Morgan County Rural Electric Association, a Colorado Cooperative Association, now governed by the provisions of the Colorado Cooperative Association Act (Article 55 of Title 7, C.R.S.), pursuant to the authority thereof, hereby sets forth its revised and restated Articles of Incorporation, as follows:

Article 1: Name

The name of the corporation shall be “Morgan County
Rural Electric Association.”

Article 2: Duration

The name of the corporation shall be “Morgan County
Rural Electric Association.”

Article 3: Purpose

The association is organized as a non-profit cooperative association to generate, manufacture, acquire and accumulate electric energy for its members and customers, and to transmit, distribute, furnish, sell and dispose of such electric energy to its members and customers and to engage in any lawful business for which corporations may be incorporated in the State of Colorado.

Article 4: Principal Place of Business, Registered Address and Registered Agent

The office and principal place of transacting business of the association shall be in Fort Morgan, Colorado. The address of the current registered office of the corporation is 20169 U.S. Highway 34, Fort Morgan, Colorado 80701. The name of the registered agent of the association at such address is Robert D. Pflager.

Article 5: Board of Directors

The exercise of the corporate powers of the association and management of its affairs shall be vested in nine (9) directors, who shall be elected by and from the members of the association, for three year terms in accordance with qualifications and procedures which shall be set forth in the bylaws of the association. The personal liability of a director may be limited or eliminated to the extent permitted by law. The names and addresses of the persons who now serve as directors of the corporation and who will serve until their successors shall have been elected and qualified are:

David E. Arndt
12611 Highway 144, Weldona, CO 80653

Marguerite D. Baugh
24185 1st Street, Weldona, CO 80653

Timothy W. Hoffner
7513 County Road 6, Wiggins, CO 80654

Casper Hergenreter, Jr.
34979 County Road X.5, Hillrose, CO 80733

William Grant Midcap
20625 County Road T.5, Fort Morgan, CO 80701

Donald E. Neb
17485 County Road 11, Fort Morgan, CO 80701

Brian D. Schlagel
15646 Headlight Mile Road, Strasburg, CO 80736

Arven N. Vondy
P.O. Box 260, Woodrow, CO 80757

G. Allyn Wind
17200 Beaver Creek Drive, Brush, CO 80723

Article 6: Memberships, Capital Requirements, Membership Interests

The association is a non-profit membership corporation carried on for the mutual benefit of all the members and patrons and there is no capital stock. The number of authorized memberships is five hundred thousand. The capital requirements of the association are met by aggregating the annual margins of gross revenue of the association in excess of the actual cost and expense to sell electric power and energy to the members or patrons. Property rights and interests of each member and patron are determined by the allocation or distribution of margins of annual revenues in excess of expenses to members and patrons wholly, or in part, on the basis of or in proportion to the amount of electric power and energy sold to said member or patron in the manner anticipated by statute, and in such manner as shall be specifically set forth in the bylaws of the association. The board of directors, in addition, may require that an applicant for membership pay a membership fee in order to be admitted and qualified as a member of the association. No other capital subscription or contribution shall be required of a member or patron.

Article 7: Bylaws of the Association

The board of directors shall have the power to make, alter, amend, or repeal the bylaws of the association, but any bylaws so made may be altered, amended or repealed by the affirmative vote of a majority of the members of the association at any annual meeting or special meeting of the members.

Article 8: Amendment of Restated Articles of  Incorporation

Unless the bylaws shall provide for the vote or concurrence of the holders of a greater proportion or number of shares, these Restated Articles of Incorporation may be amended by the vote or concurrence of a majority of the members of the association at any annual meeting or special meeting of the members. EXECUTED as of the 22nd day of March, 1997 (following approval and adoption at the regular annual meeting of the members of Morgan County Rural Electric Association; filed with the Secretary of State of the State of Colorado March 26, 1997).

ATTEST:

William Grant Midcap, Secretary
Morgan County Rural Electric Association

G. Allyn Wind, President

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Morgan County Rural Electric Association
P.O. Box 738 || 20169 US Hwy 34 || Fort Morgan, CO 80701
Phone: 970.867.5688 || Fax: 970.867.3277
Office and Drive Thru Hours: 8:00 AM - 5:00 PM Monday-Friday
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