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Draft 03/05/04 <br /> BYLAW S <br /> OF <br /> MIDWEST CONSORTIUM OF MUNICIPAL UTILITIES <br /> SECTION 1 <br /> NAME, OFFICES, AND SEAL <br /> 1.1 Name. The name of the corporation (the "Corporation") shall be "Midwest <br /> Consortium of Municipal Utilities." <br /> 1.2 Registered Office. The city, town, or other community in which the registered <br /> office of the Corporation is located in Minnesota shall be as set forth in the Articles of <br /> Incorporation of the Corporation, or in the most recent amendment or restatement of such <br /> Articles of Incorporation, or in a certificate of change of registered office filed with the Secretary <br /> of State of Minnesota reflecting the adoption of a resolution by the Board of Directors of the <br /> Corporation changing such registered office. <br /> 1.3 Other Offices. The Corporation may have such other offices, within or without <br /> the State of Minnesota, as the Board of Directors may designate or as the activities of the <br /> Corporation may require from time to time. <br /> 1.4 Corporate Seal. The Corporation shall not have a corporate seal. <br /> SECTION 2 <br /> MEMBERSHIP <br /> 2.1 Members. The Corporation shall have two (2) classes of members, Class A <br /> Members and Class B Members. Class A Members shall be municipal utilities which are <br /> permitted to enter into a joint venture by utilities pursuant to Minnesota Statutes section 452.25 <br /> (the "Act") and have duly taken the approval and ratification actions described in Subdivision <br /> 3(a) of the Act to become part of the joint venture by utilities between and among the Class A <br /> Members of the Corporation. Class B Members shall be municipal power agencies with which <br /> municipal utilities would be permitted to enter into a joint venture by utilities pursuant to the <br /> Act. Unless otherwise specifically stated, references in these Bylaws to "members" refer to both <br /> Class A Members and Class B Members. All applications for membership shall be submitted to <br /> the President of the Corporation or the President's designee and approved by the Board of <br /> Directors. Subject to Sections 2.4 and 2.5, the term of membership shall be indefinite, so long as <br /> a member remains qualified to be a Class A Member or a Class B Member as defined in this <br /> Section 2.1. Membership rights may not be transferred, assigned, or devised. No member, by <br /> virtue of membership, shall have any right, title, or interest in or to any property of the <br /> Corporation. <br />