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Articles of Incorporation

RESTATED AND AMENDED
ARTICLES OF INCORPORATION OF
MOR-GRAN-SOU ELECTRIC COOPERATIVE, INC.

The following Articles of Incorporation restate and supersede the Articles of Incorporation of Mor-Gran-Sou Electric Cooperative, Inc. dated August 25, 1941 and all amendments.

ARTICLE I

The name of the Cooperative is:

Mor-Gran-Sou Electric Cooperative, Inc.

The Cooperative is organized under chapters 10-13 and 10-15 of the North Dakota Century Code.

ARTICLE II

The purpose for which the Cooperative is organized are to engage in rural electrification, and

To generate, manufacture, purchase, acquire and accumulate electric energy and to transmit, distribute, furnish, sell and dispose of such electric energy to its members;
To assist its members to wire their premises and install therein and to acquire and supply electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds of character, including, without limiting the generality of foregoing, such as are applicable to water supply and sewage disposal;
To form one or more subsidiary business organizations to provide such other services as may be permitted by law for the benefit of the Cooperative or its members; and
To engage in any lawful business and for any lawful purposes, as determined by the Board of Directors to be necessary to provide adequate services to its members and to the community, to the extent that such activities are not in violation of any federal or state laws applicable to rural electric cooperatives or cooperative associations or to contractual agreements made with the United States of America acting through the Rural Utilities Service.

The enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers of this Cooperative, and this Cooperative is authorized to exercise and enjoy all the powers, rights an privileges granted to or conferred upon association of the character of this Cooperative by the laws of the State of North Dakota, now or hereafter in force.

ARTICLE III

The number of Directors shall be nine (9). Directors shall be elected at annual meetings of the members in the manner and for such terms as provided for in the bylaws.
(Amended Annual Meeting 09/13/02)

ARTICLE IV

The address of the principal office of the Cooperative shall be 202 6th Avenue West, Post Office Box 297, Flasher, County of Morton, North Dakota, and the name and address of its agent upon whom process may be served is the General Manager/CEO of the Cooperative in Flasher, North Dakota.

ARTICLE V

The duration of the Cooperative is perpetual.

ARTICLE VI

The Cooperative is not organized for profit and shall have no capital stock. Eligibility for membership shall be as set forth in the bylaws of this Cooperative. Each member shall be entitled and restricted to only one vote in the affairs of the Cooperative. The bylaws of the Cooperative, and rules and regulations adopted by the Board of Directors, may fix such other terms and conditions upon which person, firms, associations, corporations, or bodies politic shall be admitted to and retain membership in the Cooperative not inconsistent with these articles of incorporation or the Acts under which the Cooperative is organized.

ARTICLE VII

Section 1:
The first set of Bylaws of the Cooperative shall be adopted by the Board of Directors, but thereafter, the bylaws of the Cooperative may be altered, amended or repealed by the members at any regular or special meeting, provided that the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

Section 2:
The Bylaws of the Cooperative may define and fix other duties and responsibilities of the members, prescribe other terms and conditions upon which members shall be admitted to and retain membership in the Cooperative, and provide for methods of voting, quorum requirements, and any other matters relating to the internal organization and management of the Cooperative, provided that such provisions shall not be inconsistent with these Articles of Incorporation, or the Acts under which it is organized.

Section 3:
The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with these Articles of Incorporation or the Bylaws of the Cooperative, as it may deem advisable for the management administration and regulation of the business and affairs of the Cooperative.

Section 4:
The private property of the members of the Cooperative shall not be subject to the payment of, and no member shall be individually responsible for, corporate debts to any extent whatsoever.

ARTICLE VIII

In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members.

ARTICLE IX

The Cooperative may amend, alter, change or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the members voting thereon at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

ARTICLE X

The names and addresses of the original incorporators and directors were:

C.R. Albrecht, Flasher, North Dakota
Mrs. Eleanor Borge, Flasher, North Dakota
John Toman, Jr., Flasher, North Dakota
Jas. McGrath, Fort Rice, North Dakota
E. Genius Riehl, Raleigh, North Dakota
P.J. Rausch, Raleigh, North Dakota
R.W. Reed, Cannon Ball, North Dakota
Weaver Collins, Fort Yates, North Dakota
Alex Malm, Lark, North Dakota
Walter J. Smith, St. Anthony Rte., Mandan, North Dakota
Fred P. Schones, Shields, North Dakota
John M. Klein, Huff, North Dakota
R.B. McDonald, Solen, North Dakota

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