OCR Text |
Show Notice and Call for Special Meeting Notice is hereby given that a special meeting of the members of the Moon Lake Electric Association, lnc will be held at the public school building at Altamont, Duchesne County, State of Utah, at one o'clock pV t Saturday, December 3, 1955, for the following purposes: A. To ammend the Articles of Incorporation of the Cooperative to read as follows: (1) , Paragraph 3, sub-paragraph (g), of the Articles of Incorporation shall be amended to read: With principal place of business at Altamont, Duchesne County, State of Utah. (2) Paragraph 3, sub-paragraph (f) shall be amended to iread: "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 which may be necessary 0r convenient to any or all the foregoing purposes or which may be permitted by J the Act under which the Corporl ation is formed, provided however, that all of the operations of this Corporation shall be of a non-profit basis and shall not be for pecuniary profit to said Corporation or its members. (3) There shall be added to paragraph 3 as sub-paragraph (H the following: The area served by the Co-operative Co-operative shall be divided into seven districts, each' of which shall be represented on the Board of Directors br one director who shall be a resident of the district which he represents. The districts into which the Cooperative Cooper-ative shall be divided shall be defined and bounded as follows: ( DISTRICT 1 " Beginning at the NW corner of Section 6, T3N, R9W, USM, east 36 miles to the NE corner of Section 1 T3N R4W, USM, thence south 30 miles to the SE corner of -Section 36, T2S, R4W, USM, thence west 36 miles to the SW corner of Section 31, T2S, R9W, USM, thence north 30 miles to point of beginning. ' DISTRICT 2 Beginning at the NW corner of Section 6, T3S, R9W, USM, thence east approximately 52 miles to' the intersection of the north boundary of T3S, USM, and the Duchesne-Uintah County line, thence south along the Duchesne-Uintah County ' line approximately 20 miles to the intersection of the Duchesne- Uintah County line and the south boundary of T9S, SLM, thence west along the south boundary of T9S, SLM, approximately 14 miles to the dividing line between the Salt Lake Base Meridian and the Uintah Special Meridian, thence northeasterly along the dividing line between the SLM and USM approximately 2 miles to the intersection of the dividing line between SLM and USM and the south boundary of T5S, USM, thence west approximately 38 miles to the SW corner of Section 31, T5S, R9W., USM, thence north 18 miles to the point of beginning. DISTRICT 3 Beginning at the NW corner of Section 6, T3N, R3W. USM, thence east 18 miles to the NE corner of Section 1, T3N, R1W, USM, thence south 30 miles to the SE corner of Section 36, T2S, R1W., USM, thence west 18 miles to the SW corner of Section 31, T2S, R3W, USM, thence north 30 miles to point of beginning. DISTRICT 4 . Beginning at the intersection of the Uintah Special Meridian and the north boundary of T3N, USM,, Thence east approximately 1 mile to the dividing line between the USM and the SLM, thence southeasterly south-easterly along the dividing line between the USM and the SLM approximately 10 miles to the intersection inter-section of the dividing line between the USM and the SLM and the west boundary of R19E SLM, thence north approximately 4 miles to the NW corner of Section 6, T3S, R19E, SLM, thence east 12 miles to the NE corner of Section 1, T3S, R20E, SLM, thence south 24 miles to the SE corner of Section Sec-tion 36, T9S, R21E, SLM, thence west approximately 26 miles to the intersection of the south boundary boun-dary of T9S, SLM and the Duchesne-Uintah County line, thence north along the Uintah-Duchesne County Coun-ty line approximately 18 miles to the intersection of the Uintah-Duchesne County line and the south boundary of T2S, USM, thence east approximately 18 miles to the intersection of the Uintah-Duchesne County line and the south boundary of T2S, USM, thence east approximately 2 miles to the SW corner of Section 31, T2S, R1E, USM, thence north along the Uintah Special Meridian 30 miles to point of beginning. DISTRICT 5 ., Beginning at the NW corner of Section 6, T3S, R21E, thence east approximately 30 miles-to ther NE porner of Section 1, T3S, R25E, SLM, thence south aLong the Utah-Colorado border 42 miles to the SE corner of Section 36, T9S, R25E, SLM, thence west approximately 24 miles to the SW corner of Section 31, T9S, R22E, SLM, thence north 18 miles to the NW corner of Section 6, T7S, R22E, SLM,. thence west 6 miles to the SW corner of Section 31, T6S, R21E, SLM, thence north 24 miles to point of beginning. DISTRICTS 6 and 7 Beginning at the intersection of the north boundary of T6N, 6th prin. M and the Utah-Colorado state line, thence east approximately 32 miles to the NW corner of Section 1, T6N, R99W., 6th prin. M., thence west approximately 32 miles to the intersection of the south boundary of T1S, 6th prin. M. and along the Utah-Colorado "state line to the point of beginning. Districts shall be in accordance with that certain map or plat marked Exhibit "A," attached hereto here-to and made a part hereof. 1 Election of such directors shall be by a majority vote of all of the members of the Cooperative attending the annual meeting of the members in person or by proxy. (4) There shall be added to paragraph 3, as sub-paragraph 2, the following: The Articles of Incorporation, or the By Laws of the Cooperative may hereafter be amended, added to, or repealed by a majority vote of the members of the Cooperative attending, in person or by proxy, any annual or special meeting of the mem- - bers of the Cooperative provided there is a majority of the total membership of the Cooperative attending any such annual or special meeting in persons or by proxy. Notice of the proposed change or changes to the Articles of Incorporation, or By-Laws, shall be given to the members by publication in a newspaper having general circulation in Duchesne and Uintah Counties, Utah, not less than ten nor more than twenty days before the meeting at which said Articles of Incorporation, or By-Laws are to be amended, added to, or repealed. Notice of any such meeting may be waived in writing by any or all of the members of the cooperative. (5) Paragraph 5 of the Articles of Incorporation shall be amanded to read as follows: With a Board of Directors of seven directors of whom a majority shall form a quorum and who shall be elected annually, except ex-cept as hereinafter provided, by and from the members, at the annual meeting of the members on the first Saturday Sat-urday of February each year. At the annual meeting of the members in the year 1956, there shall be elected three directors for a term of one year, said directors to be elected triannually thereafter; two directors for a term of two years, said directors to be elected triannually thereafter; two directors for a term of three years, said directors to be elected triannually thereafter. The annual' meeting aforesaid to be held at such place as shall be designated in the notice of the meeting at or in the principal place of business of the Cooperative. Coop-erative. Each of said directors shall be a member of the Cooperative and an actual, bona-fide resident of the district of the Cooperative for which elected. Immediately following the regular annual meeting of 1956, and before taking office, the elected directors shall' draw lots to determine which of such elected directors shall serve the one year, two year, and three year terms as provided above, each elected director after the year 1956, shall be elected for a term of three years. Each of said directors shall hold office for the term for which elected and until his respective successor is chosen and qualified. Each of said directors shall qualify by giving giv-ing a bond to the Cooperative to be filed with the Secretary in the sum of not less than $500.00. As the area served by the Cooperative is expanded, added to andor enlarged, such area shall be included in one of the above defined districts ts as the Board of Directors, by resolution, shall direct. (6) Paragraph 7 of the Articles of Incorporation shall be amended to read as follows: Special meetings of the Board of Directors may be held, unless prohibited by law or these Articles of Incorporation, anywhere in the States of Utah or Colorado, as the Board of Directors of the Cooperative may, by resolution provide. (7) There shall be added to the Articles of Incorporation as paragraph 15 thereof the following: In these Articles of Incorporation, or the By-Laws of the Cooperative, the term "Cooperative" shall mean and include the term "Corporation," and the term "Corporation," shall include and mean the term, "Cooperative." B. To amend the By-Laws of the Cooperative as follows: (1) Article 11, Section 1, of the By-Laws of the Cooperative shall be amended to read as follows: The annual an-nual meeting of the members shall be held on the first Saturday in February of each year, beginning with the year of 1956, at such place in Altamont, in the County of Duchesne, State of Utah, as shall be designated in the notice of the meeting for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. If the day fixed for the annual meeting shall fall. on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall' not work a forfeiture or dissolution of the Cooperative. Cooper-ative. (2) Article III, Section 2, of the By-Laws of the Cooperative shall be amended to read as follows: Special meetings of the members may be called by resolution of the Board of Directors or upon a written request signed by three directors, by the president or by ten percentum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings meet-ings of the members may be held at any place within the States of Utah and Colorado, unless same is prohibited pro-hibited by law, the Articles of Incorporation or these By-Laws. (3) Article IV, Section 2, of the By-Laws of the Cooperative shall be amended to read as follows: The persons per-sons named as directors m the Articles of Incorporation shall compose the Board of Directors until' the first ; annual meeting or until their successor shall have been elected and shall have qualified If the election of Directors Di-rectors shall not be held on the day designated here for the annual meetings, or at any adjournment thereof, the Board of Directors shall' cause the election to be held at a special meeting of the members as soon thereafter there-after as conveniently may be. Each district of the Cooperative, as set out in the Articles of Incorporation, shall have representing it on the Board of Directors of the Cooperative one, and only one, director. Said director shall be an actual bona-fide bona-fide resident pf the district he represents and shall be an actual member of the Cooperative Directors of the Cooperative shall .be elected by ballot at the annual meeting- of the members as and when the various offices for director comes up .for election in accordance with the provisions of the Articles' of Incorporation as amended. amend-ed. Each Director, when elected, except for the year 1956 shall be elected for a term of three years next succeeding his election. J If a duly elected, acting and qualified Director, during his term of office moves his actual residence from the district of the Cooperative from which he was elected to another district of the Cooperative or out of the area served by the Cooperative, and resides in said other district or out of the area served by the Cooperative, and shall reside in said other district or out of the area served by the Cooperative for a period of ninety days, such director shall disqualify himself for the office of director of the Cooperative- the remaining directors may thereupon declare the office of director vacant and may appoint another member of the Cooperative, resident of the unrepresented district to fill the unexpired term of such disqualified Director. (4) Artcile IV, Section 2 of the By-Laws shall be amended to read as follows: There shall be added to said section as sub-paragraph (I), the following: "Is a bona-fide resident of a district of the Cooperative from which such district of the Cooperative there is another duly elected, qualified and acting director setting on the Board of Directors or the Cooperative. C. To consider any other and further business to come before said meeting. Signed this 18th day of November, 1955. Approved RUE MILES RAY BROWN Secretary, Moon Lake Electric Assn., Inc President, Moon Lake Electric Assn., Inc. |