Articles of Incorporation
HANCOCK-WOOD ELECTRIC COOPERATIVE, INC
Adopted October 19, 1991
Amended October 3, 1998
Amended September 13, 2008
FIRST: The name of the Corporation shall be Hancock-Wood Electric Cooperative, Inc.
SECOND: The place in the State of Ohio where its principal office is located is North Baltimore, Henry Township, Wood County, Ohio.
THIRD: The purposes for which the Corporation is formed are:
(1) To engage in operations as a public utility rendering electric service to members and non-member patrons; to purchase, acquire and accumulate electric power and/or energy for, and to transmit, distribute, furnish, sell and dispose of such electric power and/or energy to its members and non-member patrons, 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/or distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any or all of the foregoing purposes; and, without limiting the generality of the foregoing, but in amplification thereof, to acquire, in whole or in part, by purchase, lease or otherwise, other electric generation, transmission and/or distribution systems, which purpose may be effected through the acquisition of real or personal property, or the acquisition of stocks or other corporate securities evidencing the ownership of real and personal property constituting such other electric systems, or portions thereof or through merger or consolidation;
(2) To supply electric power and/or energy to its members and non-member patrons without any discrimination or preference as between members and non-member patrons and to enter into and perform franchises and other contracts with political subdivisions, bodies politic, governmental agencies or instrumentalities, industrial and commercial concerns, residential customers and others which franchises or contracts provide for the supply of electric power and/or energy or otherwise rendering electric service to any such concerns, customers, subdivisions, bodies, agencies, instrumentalities, or the citizens thereof;
(3) To acquire, hold, own, use, exercise and, to the extent permitted by law, to sell, mortgage, pledge, hypothecate, encumber, subject to liens or security interests, 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;
(4) 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, encumber, subject to liens or security interests 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;
(5) To furnish under contract with any person, partnership, firm, political subdivision, body politic or governmental agency or instrumentality, corporation or association, technical services, including, without limitation because of enumeration, engineering, bookkeeping, auditing, construction, line and communication equipment, repair and maintenance of distribution systems, meter reading, billing, collecting, financing and any and all other specialized management or operation services for electrical distribution or transmission firms or companies;
(6) To borrow money, to make and issue bonds, notes and other evidences of indebtedness, secured or unsecured, for monies 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 mortgages, deeds of trust, security agreements and financing statements, 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;
(7) To assist its members and non-member patrons served by it to wire their premises and install therein electrical 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, install and repair electrical and pumping appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character; and to receive, acquire, endorse, pledge, hypothecate, and dispose of notes and other evidences of indebtedness;
(8) To promote and develop the use of electric power and/or energy and to engage in area development including water and sewer system installations, and similar activities, in order to promote and develop the use of electric power and/or energy, and to improve general economic conditions within the service area of the corporation;
(9) To aid in any manner permitted by law any firm or individual, corporation or association, domestic or foreign, in which the corporation may own any shares of stock, bonds, debentures, notes, evidences of indebtedness or other securities, contracts or obligations, or in which the corporation may have any other legal or equitable interest, and to do any other act permitted by law to preserve, protect, improve and enhance the value of the same or the property represented thereby; and to organize or promote or facilitate the organization of subsidiary corporations;
(10) To do and perform, for itself, its members and its non-member patrons, any and all acts and things, and to have and exercise any and all powers, as may be necessary or convenient to accomplish any or all of the foregoing purposes or as may be incidental thereto, or as may be permitted by law.
The enumeration of the foregoing purposes shall not be held to limit or restrict, in any manner, the general powers of the Corporation, and the Corporation shall be authorized to exercise and enjoy all the powers, rights and privileges granted to or conferred upon corporations of the character of the Corporation by the laws of the State of Ohio now or hereafter in force. Each purpose enumerated above shall be deemed to be independent of all other purposes and shall not be limited or restricted by reference from any other enumerated powers. The Corporation reserves the right, at any time and from time to time, substantially to change its purposes in the manner now or hereafter permitted by law.
FOURTH: The following persons shall serve the Corporation as Trustees until their successors shall have been elected and shall have qualified in accordance with the Code of Regulations of the Corporation.
Don Barker, 7914 TR 21, McComb, OH 45858
Ed Crawford, 1017 Sunset Dr., Findlay, OH 45840
James Demler, 15445 TR 74, Findlay, OH 45840
Clark Duncan, 10282 Kramer Rd., Bowling Green, OH 43402
Don Haas, P.O. Box 53, Kelleys Island, OH 43438
Bob Hill, 22497 US Hwy 224, Fostoria, OH 44830
Tom Kagy, 22530 TR 51, Bluffton, OH 45817
Thad Schroeder, 2562 Road Y, Leipsic, OH 45856
Paul Thomas, 18734 CR 26, Mt. Blanchard, OH 45867
Paul Walters, 3992 Douglas Rd., Bradner, OH 43406
As used in these Articles of Incorporation, the term "Board" shall mean the Board of Trustees of the Corporation.
FIFTH: The Corporation shall at all times be operated as a Cooperative non-profit basis for the mutual benefit of its patrons as provided in the Cooperative’s Code of Regulations as it now exists or hereafter as amended. No interest or dividends shall be paid or payable by the Corporation on any capital furnished by its patrons.
SIXTH: The corporation shall not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property except non-utility property or property purchased for resale, or merge or consolidate with any other corporation unless such sale, mortgage, lease, other disposition, encumbrance, merger or consolidation is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds of all of the members of the Corporation, and unless the notice of such proposed sales, mortgage, lease, other disposition, encumbrance, merger or consolidation shall have been contained in the notice of the meeting; provided, however, that notwithstanding any other provision of this Article, the Board of the Corporation, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of mortgages, deeds of trust, security agreements and financing statements or otherwise pledging, encumbering, subjecting to a lien or security interest, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Corporation, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Corporation to the United States of America or any instrumentality or agency thereof or to any other bona fide lender, lending institution or investor; provided, further, however, that not-withstanding any other provision of this Article, the Board may upon the authorization of a majority of those members of the Corporation present at a meeting of the members thereof, sell, lease or otherwise dispose of all or a substantial portion of its property to, or merge or consolidate with, another non-profit corporation having facilities in the State of Ohio.
Notwithstanding the foregoing provision of this Article, nothing contained herein shall be deemed or construed to prohibit an exchange of electric plant facilities for electric plant facilities of another electric company when in the judgment of the Board such facilities are of approximately equal value, but in no event shall the value of the Corporation’s facilities so exchanged within any 12 month period exceed 10% of the total electric plant of the Corporation.
SEVENTH: These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.