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<br />Draft 03/05/04 <br /> <br />BYLAWS <br />OF <br />MIDWEST CONSORTIDM OF MUNICIPAL UTILITIES <br /> <br />SECTION 1 <br />NAME. OFFICES. AND SEAL <br /> <br />1.1 Name. The name of the corporation (the "Corporation") shall be "Midwest <br />Consortium of Municipal Utilities." <br /> <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 /> <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 /> <br />1.4 Corporate Seal. The Corporation shall not have a corporate seal. <br /> <br />SECTION 2 <br />MEMBERSHIP <br /> <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 />