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HomeMy WebLinkAboutArt of Consolidation_Cert_2001ARTICLES OF CONSOLIDATION OF NUSHAGAK ELECTRIC & TELEPHONE COOPERATIVE. INC. These Articles of Consolidation are executed pursuant to Alaska Statutes, Title 10, Chapter 25 (AS 10.25), in order to consolidate Nushagak Electric Cooperative, Inc., and Nushagak Telephone Cooperative, Inc., into, and to create a new cooperative, Nushagak Electric & Telephone Cooperative, Inc., herein referred to as the Cooperative. ARTICLE I The consolidating cooperatives are Nushagak Electric Cooperative, Inc., the principal office of which is in Dillingham, Alaska, and Nushagak 'Telephone Cooperative, Inc., the principal office of which is in Dillingham, Alaska. ARTICLE II The name of the new Cooperative shall be Nushagak Electric & Telephone Cooperative, Inc. AD r1rTOT U TTT The address of the principal office of Nushagak Electric & Telephone Cooperative, Inc., shall be P.O. Box 350, Dillingham, Alaska 99576. The registered agent shall be KH&G Service Company, Inc., 255 E. Fireweed Lane, Suite 200, Anchorage, Alaska 99503. fs\NEC-NTC\Art\5 -02-0 l \f ARTICLE IV The period of duration of this Cooperative shall be perpetual. ARTICLE V This Cooperative is formed for all lawful purposes as may be permitted by the Act under which it is formed, including, but not limited to, providing electric and telecommunications equipment and services to its members, and it may have and exercise any or all powers as may be necessary or convenient to accomplish any or all of the foregoing purposes, or as may be permitted by the Act under which the Cooperative is formed. ARTICLE VI The number of directors of the Cooperative shall be nine (9), except that the number of initial directors shall be twelve (12). The bylaws shall provide for the transition from twelve (12) to nine (9) directors. Directors shall be elected by and from the members of the Cooperative for a term not to exceed three (3) years or until their successors shall have been elected and shall have qualified. The bylaws shall provide for the terms of the directors to be staggered so that, to the greatest extent possible, one-third (1/3) of the directors shall be elected each year. The names and addresses of the initial directors are as follows: ARTICLES OF CONSOLIDATION OF NUSHAGAK ELECTRIC & TELEPHONE COOPERATIVE, INC. Page 2 fs\NEC-NTC\Art\5 -02-01 \f Name Address Henry J. Strub P.O. Box 493, Dillingham, Alaska 99576 Nick Wahl P.O. Box 17, Dillingham, Alaska 99576 Gordon R. Isaacs P.O. Box 563, Dillingham, Alaska 99576 Dorothy Wilson P.O. Box 142, Dillingham, Alaska 99576 Mike Ribich P.O. Box 755, Dillingham, Alaska 99576 Pete Andrew P.O. Box 1475, Dillingham, Alaska 99576 David Bouker P.O. Box 241, Dillingham, Alaska 99576 Rae Belle S. Whitcomb P.O. Box 548, Dillingham, Alaska 99576 James Timmerman P.O. Box 475, Dillingham, Alaska 99576 Mary Ford P.O. Box 846, Dillingham, Alaska 99576 Christine O'Connor P.O. Box 852, Dillingham, Alaska 99576 Norman Heyano P.O. Box 243, Dillingham, Alaska 99576 ARTICLE VII The members of Nushagak Electric Cooperative, Inc., and Nushagak Telephone Cooperative, Inc., shall automatically become members of Nushagak Electric & Telephone Cooperative, Inc., except that no person shall hold more than one membership in the Cooperative irrespective of the number or class of services provided by the Cooperative. ARTICLES OF CONSOLIDATION OF NUSHAGAK ELECTRIC & TELEPHONE COOPERATIVE, INC. Page 3 fs\NEC-NTC\Art\5-02-01 \f The members of Nushagak Electric Cooperative, Inc., and the members of Nushagak Telephone Cooperative, Inc., have respectively authorized this consolidation at each of the respective annual membership meetings. Nushagak Electric Cooperative, Inc., and Nushagak Telephone Cooperative, Inc., each agree to the consolidation and in witness thereof execute these Articles of Consolidation this day of 2001. NI& WAHL Vice President and Presiding Officer Nushagak Electric Cooperative, Inc. ATTEST: Secretary 1 Nushagak Electric Cooperative, Inc. (SEAL) Nushagak Telephone Cooperative, Inc. ATTEST: S cre ry Nusl ga elephone Cooperative, Inc. (S E A L) ARTICLES OF CONSOLIDATION OF NUSHAGAK ELECTRIC & TELEPHONE COOPERATIVE, INC. Page 4 fs\NEC-NTC\Art\5 -02-01 \f rile nu /alb[_U State of Alaska Dep artment of Community and Economic Develop o Division of Banking, Securities and Corporations CERTIFICATE OF ...,.CONS OLIDATI0" Electric and- Telephone boo er '- ire C p or ppration The undersigned, as Commissioner of Community acid Economic Development:of the_ State.ofAlaska; Hereby. certifies that Articles of Consolidation, dulysigned and verified •=: pursuant'to . the provisions• -vf the Alaska. Electric and Telephone Co gperative Corporation Aft; have been.received in this office andhave. been found to.confo rm.to :law. eAGCCRI}II�TOLY the unde'rsi re - gn d as Cormissioner of CoriunuL ai Economic '-Devel*n.dnt,,..and by virtue of the authority vested in we by law, hereby issues this _Certificate, of Consolidation •of' x ••NUSHAGAK ELECTRIC COOPERATIVE, XNCORPORATED '+ a and .. ""r •7. NUSHAGAK TELEPHONE"' QOpER ATNE, INC and attaches hereto tiie original ,.copyof the Articles of Consolidation Ni5HAGAK,LECTIIC & -TELEPHONE COOPPERATIVE; TNT. - IN TESTIMONY WHEREOF, I Jexecute this certificate and affix the Great Seal of the State of Alaska on M-!Y ,,34U1. �E. Deborah B. Sedwick Commissioner of Community and Economic Development