ML20062L734
| ML20062L734 | |
| Person / Time | |
|---|---|
| Site: | Fermi  |
| Issue date: | 08/11/1982 |
| From: | Heidel C DETROIT EDISON CO. |
| To: | |
| Shared Package | |
| ML20062L703 | List: |
| References | |
| NUDOCS 8208190221 | |
| Download: ML20062L734 (60) | |
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UNITED STATES OF AMERICA BEFORE THE
) NUCLEAR REGULATORY COMMISSION
)
In the Matter of )
)
THE DETROIT EDIS0N COMPANY, et al. ) Docket No. 50-341 (Enrico Fermi Atomic Power-- ) Plant Unit No. 2) )
)
)
APPLICATION TO AMEND CONSTRUCTION PERMIT Pursuant to Section 50.90 of the Rules and Regulations of the Nuclear Regulatory Commission (" Commission"), The Detroit Edison Electric Company (" Detroit Edison"), Wolverine Electric Cooperative, Incorporated (" Wolverine") and Northern Michigan Electric Cooperative, Inc. (" Northern") (collectively referred to herein as " Applicants"), as holders of Construction Permit No. CPPR-87 and applicants for an operating license for the Enrico Fermi Atomic Power Plant Unit No. 2 (" Fermi 2"), herewith request i amendment of Construction Permit No. CPPR-87 to authorize the sub-I stitution of Wolverine for Northern's interest in the Construction l Permit following the statutory merger of Northern into Wolverine. l In addition, once this merger is consummated, the name Wolverine 1 will be changed to " Wolverine Power Supply Cooperative, Inc." ("WPSC") and Applicants also herewith request amendment of Con-struction Permit No. CPPR-87 to reflect this name change following l l l the merger. Once these amendments are made to the Construction 1 Permit, Detroit Edison and WPSC will amend the Amended and l i 8208190221 820813 PDR ADOCK 05000341 A PDR l
. . . . - . . ~ . , , - . . - .- .... _ - .- ~ , . .
Substituted Application for Licenses to delete Northern as an applicant for the operating license and reflect Wolverine's name change. Construction Permit No. CPPR-87 was earlier amended by an order issued July 5, 1978, when Wolverine and Northern were added as co-owners of the Fermi 2 facility with Detroit Edison. Wolverine had purchased an 8.78 percent interest in Fermi 2 and Northern had purchased 11.22 percent, as tenants in common, pur-suant to a February 8, 1977 Participation Agreement with Detroit Edison. Under the Participation Agreement Detroit Edison retains the remaining 80 percent interest in Fermi 2 and has sole respon-sibility for licensing, design, procurement, construction, opera-tion and all related functions with respect to the facility. The respective Boards of Directors of Wolverine and Northern recently approved an Agreement and Plan of Reorganiza-tion, dated June 16, 1982 (" Agreement"). A copy of the Agreement signed by the President of each cooperative is attached hereto. Under the Agreement WPSC will assume all operations, liabilities, l and assets of Northern, including its interest in Fermi 2. Thus, l among other things, WPSC will succeed to Northern's rights and ob-l l ligations under the February 8,1977 Participation Agreement with Detroit Edison. Following consummat ion of the merger, Detroit l Edison will continue to own 80 percent of Fermi 2 and WPSC will own the~ remaining 20 percent (its original 8.78 percent interest i plus Northern's 11.22 percent interest). There will be no sub-l stantive change in the overall ownership of the facility. i The U.S. Rural Electrification Administration ("REA"), which provides financing to Wolverine and Northern, provided the original impetus for the merger of Wolverine and Northern. In September 1978 REA expressed concern to Wolverine and Northern over the future costs of power supply in the State of Michigan. REA urged Wolverine and Northern to undertake a joint study of future power requirements, cost of supply alternatives, and their comparative long-run management strengths. REA also specifically suggested that Wolverine and Northern consider consolidation. Based upon a subsequent study by the independent accounting firm of Ernst & Whinney, Wolverine and Northern and REA concluded that a merger of their assets and operations would yield more efficient use of generating capacity, a reduction in administrative and operating costs, and an overall strengthening of the financial position of the consolidated operations. Specific Information Required by Regulations
- 1. Neither Detroit Edison nor WPSC is or will be owned, controlled or dominated by an alien, a foreign corporation or a foreign government.
- 2. The directors and principal officers of Detroit Edison and the addresses of such persons are:
BOARD OF DIRECTORS Name Home Address Wendell W. Anderson, Jr. 40 Preston Place Grosse Pointe Farms, MI 48236 Father Malcolm Carron, S.J. 8400 South Cambridge Detroit, MI 48221 l BOARD OF DIRECTORS (Cont'd.) Name Home Address Charles T. Fisher, III 76 Lothrop Road Grosse Pointe Farms, MI 48236 Dr. David M. Gates 442 Huntington Place Ann Arbor, MI 48104 Edward J. Giblin 1341 Indian Mound Rd., W. Birmingham, MI 48010 Ernest L. Grove, Jr. 360 Woodridge Road Bloomfield Hills, MI 48013 David B. Harper 24 Beaver Drive St. Louis, MO 63141 Charles M. Heidel 5570 Forman Birmingham, MI 48010 George M. Holley, Jr. 510 Shelden Road Grosse Pointe Shores, MI 48236 Dr. Patricia Shontz Longe 806 Bishop Road Grosse Pointe Park, MI 48230 Walter J. McCarthy, Jr. 1450 Pilgrim Road Birmingham, MI 48009 William G. Meese 524 N. Country Club Dr. Atlantis, FL 33462 1199 N. County Road 641 Lake Leelanau, MI 49653 Frank Merriman 3136 Berkshire Deckerville, MI 48427 Dean E. Richardson 332 Cloverly Road Grosse Point Farms, MI 48236 Alan E. Schwartz 4120 Echo Road Bloomfield Hills, MI 48013 COMPANY OFFICERS Walter J. McCarthy, Jr. 1450 Pilgrim Road Chairman of the Board Birmingham, MI 48009 Charles M. Heidel 5570 Forman President Birmingham, MI 48010 Ernest L. Grove, Jr. 360 Woodridge Road Vice Chairman of the Board Bloomfield Hills, MI 48013 Robert W. Lundgren 661 South Hill Executive Vice President - Bloomfield Hills, MI 48013 Operations Leon S. Cohan 5324 Forest Way Senior Vice President and Bloomfield Hills, MI 48013 General Counsel Wayne H. Jens 1246 Balfour Road Vice President - Nuclear Grosse Pointe Park, MI 48230 Operations John W. Johnson, Jr. 1732 Norfolk Vice President - Finance Birmingham, MI 48009 M. Jane Kay 471 Shelbourne Road Vice President - Employe Grosse Pointe Farms, MI 48236 Relations Frank M. Kehoe 987 N. Reading Vice President and Bloomfield Hills, MI 48013 Secretary Robert C. Kirkby 292 Fairfax l Vice President - Birmingnam, MI 48009 l Administration J. Philip Lenihan 839 Rock Spring Road l Vice President - Marketing Bloomfield Hills, MI 48013 3685 N. Dixboro Road Claybourne Mitchell, Jr. Vice President - Planning Ann Arbor, MI 48105 and Research i Burkhard H. Schneider 1005 Canterbury Vice President - Divisions Grosse Pointe Woods, MI 48236 Harry Tauber 8376 Huntington Road Vice President - Engineering Huntington Woods, MI 48070 and Construction
~1 COMPANY OFFICERS (Cont'd.)
Saul J. Waldman 1890 Lakeville Road Vice President - Public 0xford, MI 48051 Affairs
- 0. David Whiddon 50 North Duval Vice President - Operations Grosse Pointe Shores, MI 48236 Leslie L. Loomans 2666 Danbury Lane Treasurer Ann Arbor, MI 48103 Ronald W. Gresens 16723 Woodside Controller Livonia, MI 48154 Arnold J. Benes 6600 Cottonwood Knoll General Auditor W. Bloomfield, MI 48033
- 3. Following consummation of the merger, HPSC will have its address and principal place of business at 1050 East Division, Boyne City, Michigan 49712. The directors of WPSC (assuming that they are all able and willing to serve as such af ter consummation of the merger) and their addresses are as follows:
Name Home Address Clyde Ackley Route 1 Mears, MI 48436 l Melvin Basel Hawks, MI 48743 l Harold Beldo Kaleva, MI 49645 Arthur Biehl 309 Alma Street Manceiona, MI 49659 Howard Carson P.O. Box 1546 l Boyne City, MI 49712 William Chapin Route 2, Five Mile Road Blanchard, MI 49310 l Carl Fortelka Hoxeyville, MI 49641 Ted Gawel Atlanta, MI 49709 Williard Haenke Route 1, Guy Road Blanchard, MI 49310
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s..- Name Home Address Donald Harmon Route 1, 2011 West Halley Scottville, MI 49454
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Robert Hasenbank Route 2, 5471 E. Freesoil Road Freesoil, MI 49411 Wayne Nordbeck P.O. Box 38, Thompsonville, MI 49683 Burton Scott Route 3, Evart, MI 49631 Clare Shull Route 2, Hart, MI 49420 F. Edgar Render Lewiston, MI 49756 John Tanner Route 2, P.O. Box 201, Kalkaska, MI 49646
- 4. Financial Information. In view of the Commission's recent repeal of its regulations requiring license applicants to submit evidence sufficient to demonstrate financial qualifications to carry out the activities for which permit or license is sought, Applicants do not submit any financial information with this application for amendment.
- 5. Information Required for Antitrust Review. After l
l consolidation, WPSC will not have existing electrical generating j capacity exceeding 200 MW(e). Therefore, pursuant to Section ! 50.33a, WPSC is not required to submit information relating to l l antitrust review unless such in f orm at ion is specifically requested by the Commission. Detroit Edison has previously submitted information in response to Appendix L of 10 C.F.R. Part 50 and Section 50'.33a.
- 6. The latest cost estimates for the completion of the facility are as follows:
l
(Millions of Dollars) Total Enrico Fermi Unit No. 2 Project $ 2350.0 Estimate Nuclear Fuel Inventory Costs for First Core 159.6 Total Estimated Costs $ 2509.6
- 7. All regulatory agencies which may have jurisdiction over the rates and services incident to the proposed activity have been previously listed in the Amended and Substituted Application for Licenses.
- 8. Trade and news publication for the Applicants remain the same as previously listed in the Amended and Substituted Ap-plication for Licenses, except that the trade or news publications listed for Northern no longer are applicable.
- 9. Except as herein expressly noted, the contents of the Amended and Substituted Application for Licenses are hereby confirmed.
WHEREFORE, Applicants request that Construction Permit CPPR-87 be amended to remove Northern as a co-holder of the Con-struction Permit and reflect the change of Wolverine's name to l WPSC. ! IN WITNESS WHERE0F, The Detroit Edison Company, on I behalf of itself and Wolverine Electric Cooperative, Incorporated and Northern Michigan Electric Cooperative, Inc., has caused its I name to be signed hereunto by its President Charles M. Heidel this
'// CC day of August, 1982.
THE DETROIT EDIS0N COMPANY I By b*% Charles M. Heidel ! President I l
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e s JWG 10/*8/81 10/30/88 11/12/81 11/22/91 12/03/81 12/22/81 1/26/82 2/01/82 6/04/82 6/07/82 AGREEMENT AND PLAN OF REORGANIZATION Agreement and Plan of Reorganization, dated as of pu /4 , 1992, by and between NORTHERN MICHIGAN ELEC"'RIC COOPERATIVE, INC., a Michigan non-profit cooperative membership corporation ("NMEC"), and WCLVERINE ELECTRIC COOPERATIVE, INCORPORATED, a Michigan non-profit cooperative membership corporation ("WEC"). WITNESSETH: WHEREAS, NMEC and k'EC are both non-profit rural electric cocperative corporations engaged in the generation and transmission of electric power to their respective members and patrons and WHEREAS, it is deemed to be to the advantage of NMEC and WEC, and their respective members, in the promotion and encouragement of the best possible use of electrical energy, employing equipment and dispatchin; energy in the most efficient feasible manner for the benefit of members of the system, at the lowest possible cost consistent with sound economy and prudent managenent, practicing all reasonable conservation guidelines in the respective territories they now serve, that NMEC be merged into WEC in accordance with the applicable statutes of the State of Michigan and in accordance with an Agreement and Plan of Merger (the " Plan of Merger") substantially on the terms and in the form attached hareto as Schedule A (the merger provided for therein being herein called the " Merger"),
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e rn . NOW THEREFORE, in consideration of the premises and the mutual and dependent promises hereinafter contained, the parties do rspresent, warrant, covenant and agree as follows:
- 1. THE MERGER.
The respective boards of directors of NMEC and WEC have adopted, and have duly adopted resolutions approving, a Plan of Merger substantially on the terms and in the form attached hereto as Schedule A. The Merger shall be consummated, subject to the terms and conditilons of this Agreement and the Plan of Merger, as promptly as possible after a closing (the " Closing") to be held a* the offices of Miller, Canfield, Paddock and Stone, Lansing, Michigan, at 10:00 a.m., local time, on such date as the parties may agree upon (the " Closing Date") , which shall be as soon as practicable after the last to occur of the following events: (i) the satisfaction of all conditions precedent to consummation of the Merger provided in this Agreement, unless waived in the manner provided hereint (ii) the receipt of all requisite g , approvals, consents and licenses of all regulatory and other governmental authorities having jurisdiction for censummation of the Merger; and (iii) the requisite approval of the transactions contemplated hereby by the respective members of NMEC and WEC. The Merger shall be consummated by the filing of a certificate of Merger executed on behalf of NMEC and WEC in accordance with the requirements of the applicable statutes of the State of Michigan. The close of business on the date on which such Certificate of Merger shall become effective is herein referred to as the
" Effective Date of Merger."
- 2. NMEC's REPRESENTATIONS AND WARRAN { g.
NMEC represents and warrants to WEC as folaows: 2.1 Organization and Good Standing. NMEC is a non-profit cooperative membership corporation duly organized, validly existing and in good standing under the laws of the State of
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and other, Michigan and has full power and authority, corporate to own, lease and operate its properties and to carry on its business as it is now being conducted. NMEC is qualified and in good standing to do business in the State of Michigan and the character of the properties owned or leased by NMEC and the nature of the business transacted by it do not require that NMIC be qualified to do business in any other jurisdiction. True and correct copies of the Articles of Incorporation and Bylaws of NMEC, as amended to date, and a true and correct list of all directors and officers of NMEC, have been furnished to WEC contemporaneous 1y with the execution hereof. The execution, 2.2 Autnority Relative to This Agreement. delivery and performance of this Agreement and the Plan of Merger by NMEC has been duly authorized and approved by all necessary corporate action, and this Agreement and the Plan of Merger are legally binding on and enforceable against NMEC in accordance with their terms. The entering into of this Agreement and of the Plan of Merger do not, and the consummation of the Merger will not, violate the provisions of NMEC's Articles of Incorporation, as amended, or Bylaws, as amended, or any agreement to which NMEC is a party or by which it is bound. There is no litigation or proceeding pending, or so far as known to the executive officers or directors of NMEC, in prospect or threatened against NMEC to enjoin, materially hinder or delay the transactions contemplated hereby or by the Plan of Merger. 2.3 Membership Status. NMEC has three (3) members, Presque Isle Electric Cooperative, Inc., Top O' Michigan Electric Company and Cherryland Rural Electric Cooperative Association, each of which is a non-profit cooperative membership corporation organized under the laws of the State of Michigan. HMEC has no capital stock. Each member has paid a membership fee of Two Hundred Dollars ($200.00) in accordance with the ByLws of NMEC.
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JWC 10/18/81 10/30/81 11/12/81 11/22/81 03/24/82 06/07/82 SCHEDULE A AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, adopted as of
, 1982, by the Board of Directors of NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., a Michigan non-profit cooperative membership corporation ("NMEC"), and the Board of Directors of WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED, a Michigan non-profit cooperative membership corporation ("WEC").
WITNESSETH: WREREAS, NMEC and WEC have entered into an Agreement and Plan of Reorganization of even date herewith (the " Reorganization Agreement") providing for the merger of NMEC into WEC, with WEC being the Surviving Ccrporstion. t NOW, THEREFORE, the plan for the consummation of such merger (the " Merger") is as follows: First: The Constituent Corporations are NMEC and WEC. Upon the Effective Date of Merger (as hereinafter defined), NMEC shall be merged into WEC and WEC shall be the Surviving Corporation and the name of the Surviving Corporation shall be changed to " Wolverine Power Supply Coop 3rative, Inc.". Second Each Constituent Corporation is a non-profit cooperativ's inamhership corporation organized and existing under the laws of the State of Michigan and neither Constituent Corporation has any authorized or outstanding shares of capital stock whatsoever. The status of the membership of each Constituent Corporation is as follows: A. NMEC has three (3) members: Presque Isle Electric Cooperative, Inc., Top O' Michigan Electric Company and Cherryland Rural Electric Cooperative Association, each of which is a non-profit cooperative membership corporation organized under the
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SCHEDUI.E B J NMEC Current Litigation j
- 1. Attorney General Frank J. Kelley and PIRGIM, plaintiffs, v. .;
Michigan Public Service Commission, Northern Michigan ( Electric Cooperative, Inc., and Wolverine Electric Cooperative, Inc. , defendants, Michigan Court of Appeals, , Docket No. 55153. t
- 2. Public Interest Research Group in Michigan, plaintiff, v.
Michigan Public Service Connaission , Northern Michigan ' Electric Cooperative, Inc., and Wolverine Electric Cooperative, Inc., defendants, Michigan Court of Appeals, Docket No. 55463. l I h L i e l' i-b r i i CES9h i i 6 r
r - r-SCHEDULE C NMEC Current Governmental Investigations and Charges None. O CES9j i
SCHEDULE D NMEC Material Obligations and Liabilities Incurred subsequent to December 31, 1981
- 1. $12,000,000 Short Term Line of Credit Agreement with National Rural Utilities Cooperative Finance Corporation dated May 17, 1982. As of May 31, 1982, the outstanding advances made to NMEC totalled $1,201,467.12. Interest is payable on the first day of January, April, July and October, and accrues on the unpaid principal amount of all advances at rate of (i) the lowest prime rate published in the New York Times at the end of each month, effective as of the first day of the succeeding month or (ii) such total i
lower total rate per annum as the Payee may from time to time establish. Principal and accrued interest as of May i 31, 1982 totalled $1,211,637.60. Such sums are due and payable in full May 25, 1983. ,
- 2. 525,000,000 Short Term Line of Credit Agreement with National Rural Utilities Cooperative Finance Corporation dated March 19, 1982. As of May 31, 1982, the outstanding Interest is advances made to NMEC totalled $25,000,000.00.
payable on the first day of January, April, July and October, and accrues en the unpaid principal amount of all advances at rate of (i) the lowest prime rate pub'ished in the New York Times at the end of each month, effeccive as of the first day of the succeeding month or (ii) such total lower total rate per annum as the Payee may from time to time establish. Principal and accrued interest as of May Such sums are due and 31, 1982 totalled $25,710,274.24 payable in full September 19, 1982.
- 3. Fourth Amendment to Participation Agreement with the Inc., Detroit Edison Company and Wolverine Electric Cooperative, dated May 12, 1981. As of May 31, 1982, NMEC has made total advances of $25,000,000.00.
- 4. Construction Contract No. 140X dated April 29, 1982 with Michigan Electric Incorporated for Johannesburg Tap construction. Total contract prices $200,239.91. As of l March 31, 1982, the contract has been 0% completed and
$200,239.91 remains, or may become, payable thereunder.
- 5. Promissory Notes issued on May 20, 1982 (and payable June 21, 1982) to member distribution cooperatives evidencing prepayment by such member-cooperatives of estimated power billings. Particulars of such Notes are as follows:
Face Amount Annual Interest Accrued Payee (5-31-82 balance) Interest Rate through 5-31-82 1 13.625% $4,106.19 Top 0' Michigan Rural $1,000,000.00 Electric Company 13.625% S2,141.37 Presque Isle Electric $ 521,500.00 Cooperative, Inc. S 550,000.00 13.625% S2,258.51 ; Cherryland Rural i Electric Cooperative Association CES91 I
t SCHEDULE E WEC Current Litigation
- 1. Attorney General Frank J. Kelley and PIRGIM, plaintiffs, v.
Michigan Public Service Commission, Northern Michigan , Electric Cooperative, Inc., and Wolverine Electric Cooperative, Inc., defendants, Michigan Court of Appeals, l Dockct No. 55153.
- 2. Public Interest Research Group in Michigan, plaintiff, v.
Michigan Public Servico Commission, Northern Michigan L Electric Cooperative, Inc., and Wolverine Electric Cooperative, Inc., defendants, Michigan Court of Appeals, Docket No. 55463. t i f i CES9m 1 I i 1 i P
e. SCHEDULE F WEC Current Governmental Investications and Charges None. l l CES9j
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.s SCHEDULE G WEC Material Obli3 ations and Liabilities Incurred Subsequent to December 31, 1981 ,
- 1. Construction contract with Rowen Total & Blair Electricprice contract for Vestaburg distribution substation.
$133,263.00.
- 2. $12,000,000.00 Short Term Line of Credit Agreement with National Rural Utilities Cooperative Finance Corporation.
I
- 3. $25,000,000.00 Short Term Line of Credit Agreement with National Rural Utilities Cooperative Finance Corporation.
- 4. $3,000,000.00 note to REA for funds borrowed on Wolverine H loan.
- 5. Fourth Amendment to Participation Agreement with Detroit Edison Comapny and Northern Michgian Electric Cooperative, dated May 12, 1981.
- 6. Material purchase contracts for the Pere Marquette to Lake County 138 kv transmission line as follows:
Type Amount 011 circuit breakers from S TE TOT.00 , Seaman-Allis Control panels - systems control S 94,804.00
$450,300.00 Auto transformer - RET-ASEA 5596,904.00
- 7. Construction contract with Hydaker-Wheatlake Company for the Lake County 138-69 kv substation. Total contract price:
S894,915.00.
- 8. Construction contract with Kent Power Services, Inc., for the Pere Marquette to Lake County 139 kv line section.
Total contract price: S805,456.12.
- 9. Pere Marquette Interconnection Agreement with Consumers ,
Power Company. Total contract amount $415,000.00 P CES9k
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A t SCHEDULE H NMEC EMPLOYEE BENEFIT PLANS Type Benefits as of Benefits as of 12/31/80 6/11/82 National Rural Electrical Cooperative Association ("NRECA") Business Travel Insurance Directors, retained legal counsel, $100,000.00
$100,000.00 manager and department heads
$ 50,000.00 $ 50,000.00 Employees Twice salary Twice salary NRECA life insurance 50% uf salary 50% of salary NRECA long term disability (13 week (13 week qualification qualification period) period)
NRECA retirement program - 11 benefit union employees 11 benefit level level 1.5% benefit 1.5% benefit NRECA retirement program - level non-union employees level 4% 61 NRECA savings program (effective 1/1/81) Michigan Blue Cross - Attached coverages Michigan Blue Shield Accrued vacation and Employees may carry forward a sick leave (uninsured) - maximum of two hundred forty (240) all employees hours of vacation leave from one (1) anniversary date to the next anniversary date. Employees who are released because of lack of work or voluntary resign, will tse paid for any accumulated vacation leave. In the case of death, such paymer t will be paid
- to the employee's named beneficiary
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or estate. Employee may accrue .a maximum of eight hundred (800) hours of sick leave credits. If an employee is released because of lack of work, or voluntarily resigns after a two (2B week notice, he or she shall be entit(d to payment for a portion of accumula sick leave credit in a sum equal to 1 per year of service, to a maximum o 30% of the accumulated balance. Ind of death, such payment will be made l to the employees beneficiary or estat(
*e SCHIOULE I WEC EMPLOYEE BENEFIT PLANS Benefits as of 6/10/82 Tgge Benefits will vary among Deferred Compensation Plan - open to participants depending on highly paid executive and supervisory the amount each participant employees only defers. Amounts deferred remain company assets, with the obligation to make payments under the plan being but a general unsecured contractual obligation.
Twice base annual earnings Life Insurance - Maccabees Mutual Life rounded up to the nearest Insurance Company - covers all employees S1,000.00 - $100,000.00 employed 30 hours por week or morc maximum coverage. Two-thirds of monthly earnings Long Term Disability - Mutual Benefit up to a maximum of $2,500.00 Lifo - covers all employces caployed (six month qualification 30 hours per week or more period). Benefits vary depending on 24 hour Accident Insurance - Federal salary and type of accident. Insurance Company under master policy No. 64037186-A issued to National Rural Electric Cooperative Association - covers cach Director and Retained Attorney Benefits vary depending on Business Travel Accident Insurance - salary and type of accident. Federal Insurance Company under master policy No. 64037182-A issued to National Rural Electric Cooperative Association - covers each Director and Retained Attorney Group benefits for covered Medical Insurance - Blue Cross-Blue medical expenses in accordance Shield - all employees with current insurance certificates. Employees are permitted to Accrued Vacation and Sick Leave accrue and carry forward (uninsured) - all employees unused vacation and sick leave for each year. The maximum accrual of vacation time per-mitted is the lesser of (i) twice an employee's permitted yearly vacation or (ii) 36 total days. Maximum accrual of sick leave permitted is 120 days. The value of accrued vacation time is paid to employees upon termination of employment, regardless of the reason for termination. The value of accrued sick leave is paid to employees who retire with at least five years of service with the company, but otherwise the amount paid is limited to not more than the value of 60 days of accrued sick leave,
- O 1982 VACATION AND SICK LEAVE FOR THE PERIOD ENDING MARCH 31, Vacation Sick Leave '
Days Hours Days Hours 45 91 , Clyde Johnson 55 31 Ray Towne 11 64 Robert Holzschu * - John Clark 48 103 Richard Chappell 91 12 Richard Love 41 103 Frank Dolwick 16 65 Robert Draves, Jr. 55 103 William Carson 10 61 Robert Slekas 10 76 Edward Thurston 11 29 Ronald Rowe 21 G4 Elaine Cooper 120 20 Shirley Woodley 245 119) 32 Barbara Matthew 0 Arlene R. Moore 824 375) Cy D. Ketchum 341 58 Richard Chanda 174 376 Ronald Comfort 264 124 Patrick Darrigan 398 8 John Holt 515 80i 824 Claude Hyde 57 James Meredith 541 221 421 Theodore Rasmusson 96 Robert Smith 160 0 Leigh Woodbury 681 298 Lloyd Mason 106 152 Ralph Frieburger 688 92 William Lyon 49 107 Robert Stillwell
- 72 159)
James Crainger 652 440 Jewell Clitespie 64 775) Archie Klein 320 271 ' Richard Brannon 630 224 ' Kenneth Dyer 780 296 812 Alvah McCary 187 William Price 784 203 Ronald West 816 293 Harold Miller 68 69 I Craig Shaw 824 356i 687 Donald Bowers 90 Donald Nessen 601 235 Leo Hoppe 280 5671 Larnce Brady 24 597 Charles Jchnson 639 183) Jerry Sweet 824 t 22 James Habasco 356 80 John Shaloy 116 4001 Patrick Creenman 56 297 3/4 ; Dale Rhea 342 162 Donald Finley 160 360 Robert Matts- 264 152 184 William Mille. 112 John Rozycki 152 40 Michael Kramer H-1
s r /; I J *3 ADDI.NDUM 10 MICIllGAN ItOSPITAL SLRVICE-MICitlGAN MCDICAL SERVICE # I
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ADDENDUM TO MICHICAN HOSPITAL SERVICE-MICHICAN MEDICAL SERVICE a, Ve GROUPOPERATING AGREEMENT RETIREE C, OVERAGE AGREEMENT e This document will supplement the Group Operating Agreement twtween Michigan Hospital Service-Michigan Medical Serv NORT!!ERN HICIIICAN ELECTRIC Co-OP OF BOYt C CITY, IIICIIICAN l Blue Cicas or Blue Shield, or both as the case may be, acknowledge and agree to the Group's request to include es e theough this Gaoup retirces qualifying under the terms of the Group's fictirumens Progr in and suWest to the fo
- 1. The effective date of this provision is
- 2. Curtont qualified retirect may cnroil only on the offactive date of this provision.
3. Active employees, enrotted for Stue Cross.81ue, Shield through the active employee youp, retiring after th provision and qualifying for the Group's retirement program may continue cswollmunt undur this provision. to the active employee Group, or 4 Retirees will be enrotted: b as suffix # Q under Group # , 5. At the Group's discretion individual retirees under this provision may reduce their coverage. Those ciecting to r may not again increase their coverage unless this action is granted by Blue Crow 81ue Shield for all enr
- 6. Acceptance and continuance of this provision by 8two Cross or Blue Shield, or both as the case may be, Group maintain the minimum requirements described in Section 4 of the Group Operating Ayeement.
7, subscriber contracts enrotted under this provision are limited to qualified retirees and survivors eligible to co wider the Groups Retirement Program. Surviving members, upon the demise of the retiree Shield,subscribers,who or both a- are to receive pensions under the Group's Retirement Program, must be removed from this Group. (Blue Cross or Blue case may be, will allow such survivors to continue as Group Conversion Subscribers under the Terms Certificates.) 8. This addendum may be cancelled or amended by Blue Crom or Stue Shield, or both asShield,or Blue the case bo may be,fo written notice to the Group or cancelled by the Group following thirty (30) days written notice to Blue Cross or the case may be. FOR: MICHIGAN BLUE CROSS NORTHERN MICHIJAN EI.ECTRIC CO-OP FOR: MICHIGAN BLUE SHIELD Ilarold Flernings .g y CROUP #9049 (Enrollment Representative)
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- 8. (%'kle siuesed indi idula iemporardy_ mensks ina:tive bacause el sick leeves, lay-off. es leavs Payments for such *nadividuals must be included with the ysup s segu se eems i el abasace. m tlance, "M
les a pued. set to ensee! sn ~ a,er h the Csm er SLe i Tae Creue eyees to the e,pesiins pecsdwes as described in this.yeement the mar.al af insuvenieme Cuido.es, es huth as the case me, be. O Tam Artement and addsada thesete upsstade any pavises Agreemest between the panies. Geove.as may be u 8 Th s Arameas may be tracesed as aswaded by saw caes = saw n pioid.ee Los m u ces n.sy be te by she Cseup tone.aag it.e:y om deysmedies asuce te she C.es er thee Sheid.as bem n she cm mer o.
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SECTION 5. Termination of Membership. (a) A scaber may withdraw from membership upon compliance with such equitable terms and conditions as the Doard of Directors may prescribe, provided however, that no member shall be permitted to withdraw until it has met all contractual , obligations to the Cooperative. (b) The Board of Directors may, by the affirmative vote of i Directors constituting not less than seventy-five percent (75%) of the full Board of Directors, recommend the expulsion of any , member who fails to comply with any of the provisions of the Articles of Incorporation, these Bylaws or the rules, regulations or policion adopted by the Board of Directors from tiac to time, but only if such member shall have been given written notice by the Board of Directors that such failure makes it liable to expulsion from membership, and such failure shall have continued for at least ton days after such notice was given. Within thirty f days af ter the Board shall have recommended expulsion of a member, a meeting of the members shall be held at which such member shall be given an opportunity to present its case by [ counsel or otherwise, and the Board shall have the same opportunity, after which a vote shall be taken on the expulsion ; of such member. An af firmative vote by seventy-five percent (75%) of the members of the Cooperative shall be required in order to expel a ===har. The resolution of expulsion shall set forth the reasons for the expulsion and shall state the con-ditions on which the expelled member may be readmitted to ; i membership. (c) Upon the withdrawal, cessation of existence or [ expulsion of a member, the membership of such member shall , thereupon terminate, and the membership certificate of such f member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a , member from any debts due the Cooperative. _4_ p i
r, SECTION 6. Transfer of Membership. , No acaber may sell, assign, encumber, pledge or otherwise a transfer, directly or indirectly, its membership in the ; Cooperative, without the prior unanimour., approval of the full 1 Board of Directors of the Cooperative. The Board of Directors t may condition its approval of any such transfer upon satisfaction , of, and compliance with, such equitable terms and conditions as I; it shall determine to be appropriate under the circumstances. ARTICLE II RIGHTS & OBLIGATIONS OF HEMBERS l SECTION 1. Property Interest of Members. , i Membe rs shall have no individual or separate interest in the l property or assets of the Cooperative except that upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired, as provided in these Bylaws, the remaining property and assets of the Cooperative r shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten years next j preceding the date of the filing of Certificate of Dissolution. SECTION 2. Purchase of Electric Energy. I Members shall purchase from the Cooperative all electric l energy used by the member for all purposes at such rates and charges as may be from time to time fixed by the Board of Directors and approved by all governmental agencies and It is ; l l instrumentalities having jurisdiction in the premises. f expressly understood that the amounts paid for electric energy in l excess of the cost of service are furnished by members as capital i and each member shall be credited with the capital so furnished as provided in Article VII of these Bylaws. Each member shall ! i i t
- ,-- , . - , , .-n - - . , . . . - , . - - . ..-n . . - - - -
t l pay to the Cooperative all other amounts per month regardless of the amount of electric energy consumed, as shall be fixed by the 7 Board of Directors from time to time. Each member shall also pay [ r all amounts owed to the Cooperative as and when same shall become t t due and payable. SECTION 3. Power Supply Arrangements with Non-Members. Neither these Bylaws nor any provision hereof shall, or shall be construed to, prohibit or restrict the right, power and , authority of the Cooperative, on such terms and conditions as the l
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Board of Directors shall determine to be in the Cooperative's best interests, to enter into such power supply arrangements with 1 one or more entities which are not members of the Cooperative as j contemplated in the provisos of subparagraphs (a) and (e) of i Article II of the Cooperative's Restated Art'icles of i r Incorporation. 7 ARTICLE III MEETING OF MEMBERS SECTION 1. Annual Meeting of Members. Commencing with calendar year 1983, the annual meeting of i I the members shall be held during the months of April or May of l each year, at such time, date and place in the area served by the Cooperative as shall be determined by the Board of Directors and designated in the Notice of the Meeting, for the purpose of electing Directors, passing upon reports for the previous fiscal I year and transacting such other business as may come before the It shall be the responsibility of the Board of l meeting. Directors to make adequate plans and preparations for the annual meeting. The day fixed for the annual meeting shall be a , business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the , l l l Corporation. , l l i
SECTION 2. Special Meetings of Members. Special meetings of the ia==hers may be called by resolution of the Board of Directors or upon a written request signed by any three Directors, by the President or by any member, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place in the area served by the Cooperative spec,ified in the notice of the special meeting. SECTION 3. Notice of Members' Meeting. Written or printed notice stating the place, day and hour of the meeting and,, in case of a special meeting or ,an annual meeting at which business requiring special notico is to be transacted, the purpose or purposes for which the meeting is called, shall bo dolivered not less than ten days nor more than twenty-five days before the date of the meeting either personally or by mail, at the direction of the Secretary or upon a default in duty by the Secretary, by the persons calling the meeting, to each member and delegate of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member or to the delegate at its or his address as it appears on the records of the Cooperative, with postage thereon fully prepaid. The failure of any member or delegate to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting. SECTION 4 Waiver of Notice. Any member may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting by such member, except in case a member shall attend a meeting for the express purpose of objecting to the transaction
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4 s of any business on the ground that the meeting has not been lawfully called or convened. i SECTION 5. Delecates, i The directors or trustees of each corporate member shall he r the delegates of such corporate member and shall represent it at i meetings of the members of the Cooperative. Not later than February 15th of each year the secretary of each member shall certify to the Secretary of the Cooperativo the number of delegates to which such member is entitled and the name and address of each delegate. The secretary of each corporate member j shall inform the Secretary of the Cooperative in writing of any i change in delegates. The term of a member's delegates shall continue until the Cooperative receives a subsequent certification of delegates or a delegate becomes disqualified , pursuant to the provisions of these Bylaws. t SECTION 6. Ouorum. l Delegates representing at least seventy-five percent (75%) I of the members, and constituting a body of not less than three times the full number of Directors of the Cooperative, shall constitute a quorum. Delegates present at any meeting of mamhers ( may continue to conduct business until adjourrunent, ; i notwithstanding the withdrawal of enough delegates to leave less than a quorum. Whether or not a quorum of delegates are present, any meeting may be adjourned by a vote of the delegates present. When a meeting is adjourned to another time or place, notice of ; the time and place of the adjourned meeting shall be given to all s delegates at least twenty-four (24) hours before the meeting and at the adjourned meating only such business may be transacted as , might have been transacted at the original meeting. The minutes ; of each meeting shall contain a list of the members' delegates ! i present. i b f
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SECTION 7. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. The vote of each corporato member shall be cast by a chairman selected by and from its delegates. In the absence of an instructed vote on any matter by direction of the board of directors or the members of a corporate member, the chairman shall first poll the delegates representing such member and the vote of such member shall be the vote of a majority of the delegates of the member present and voting at the meeting. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of seventy-five percent (75%) of all of the members of the Cooperative, except as otherwise provided by law, the Articles of Incorporation of the Cooperative or these Bylaws. The procedure applicable to election of Directors shall be as elsewhere provided in these Bylaws. SECTION 8. Proxy and Mail Voting by Members. but Voting by proxy or by mail shall not be permitted, nothing herein contained shall prohibit action of the members by written consent as provided in Section 9 below. SECTION 9. Consent of Members in Lieu of Meeting. Any action required or permitted to be taken by the members at any annual or special meeting of members may be taken without a meeting, without prior notice and without a vote, if all of the ma=hers entitled to vote thereon consent thereto in writing. SECTION 10. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:
- 1. Report upon the members represented and the number of delegates present, for the purposes of determining the existence of a quorum.
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- 2. Reading of the Notice of the Meeting and Proof of the due Mailing thereof, or the waiver or waivers of notice .
of the meeting, as the case may be.
- 3. Reading of the unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
- 4. Presentation and consideration of reports of officers, Directors and copenittees. ,
- 5. Nomination and election of Directors.
- 6. Unfinished business.
- 7. New business.
- 8. Adjournment. ;
ARTICI.E IV DIRECTORS SECTION 1. Number and General Powers. The business and affairs of the Cooperative shall be managed by a board consisting of such number of Directors as shall equal twice the number of members of the Cooperative, which Directors shall be nominated and elected in the manner and for such terms ' as are set forth in Section 3 of this Article IV, plus so long as Section 4 of this Article IV shall remain in effect, two (2) / Directors elected by the class B members of the Cooperative , voting separately and as a class. Each member, regardless of t class, shall be represented by two (2) Directors on the Board of Directors of the Cooperative. No Director shall vote by proxy or , absentee ballot at any regular or special meeting of Directors, f but nothing herein contained shall prohibit action of the Board i l of Directors or any committee thereof by written consent as provided in Article V, Section 6 of these Bylaws. Such Board of Directors shall exercise all of the powers of the Cooperative f except such as are by law, the Articles of Incorporation of the l
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, i Cooperative or these Bylaws conferred upon or reserved to the I
members. i SECTION 2. Qualifications. t No person shall be el'.gible to become or remain a Director 4 of the Cooperative who is not a member and a director of a corporate member of the Cooperative. An employee of the Cooperative or an employee of a member cooperative shall not be qualified to serve as a Director. For purposes of this Section ; 2, an officer who is also a director of a member shall not be I deemed an employee. j ! SECTION 3. Election and Tenure of Office. (a) Except as otherwise provided, all Directors shall be elected at each annual meeting of the members to serve until their successors shall have been elected and shall have qualified. If an election of Directors shall not have been held on the day designated heroin for the annual meeting,. or at any adjournment thereof, the Board of Directors shall cause the ) election to be held at a special meeting of the members within a I reasonable time thereafter. (b) Except ta otherwise provided, the term of all Directors shall be for two years, except that at the annual meeting held in 1983, one Director elected by each member pursuant to Section l
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3(c) below shall be elected for a one year term and the other ; l i Director elected by such w mber shall be elected for a two year i I term. i l (c) Except as otherwise provided pr.rsuant to Section 3(b) [ above with regard to the annual meeting held ra 1983 at which ! each member shall elect two Directors, each member shall elect l one Director to the Board of Directors of the Cooperative at each ; l annual neeting of members, which Director shall serve for a term t l of two years and until his successor shall be elected and I f qualified. The election of Directors by each corporate member i i I
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[ s ] i shall be conducted by a Chairman selected by and from its , delegates. Each. such Chairman shall poll the delegates representing such member and the majority of the vote of the 1 delegates representing such member present at the meeting shall j t determine the Director of the Cooperative elected by such member. SECTION 4. Election of Class B Directors. , (a) So long as this Section 4 remains in effect, the class B members shall be entitled to be represented as a class by two (2) Directors on the Board of Directors of the Cooperative. Such Directors shall be elected each year at the meeting of members at which the other Directors of the Cooperative shall be elected ( t pursuant to Section 3 of this Article IV by secret ballot of the ; delegates representing all of the class B members attending such meeting. The two (2) Directors elected must receive the affirmative vote of a majority of the class B members. Such Dircct. ors shall serve for a term of one year and until their successors shall be duly elected and qualified or the class B members waive their right to elect class Directors as hereinafter provided. Each class B member shall be ent.itled to nominate two f (2) persons for election under this Section 4. (b) Notwithstanding anything in these Bylaws to the , contrary, the class B members may, with the unanimous approval of all members of the class, waive their right to elect Directors to f the Board of Directors of the Cooperative in any given year or years under and pursuant to this Section 4. Any such waiver i shall not affect the right of the class B members to elect Directors to the Board of Directors of the Cooperative pursuant to this Section 4 in any subsequent year. (c) Unless postponed as hereinbelow provided, effective with the annual meeting of members held in 1986, the membership of the Board of Directors shall be reconstituted by eliminating the directors elected by the class B members and these bylaws , s
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F t shall be deemed for all purposes, and without further action, to be amended so as to repeal and eliminate this Section 4 in its entirety. Said reconstitution of the Board of Directors and repeal of this Section 4 shall be postponed if, prior to the election of directors for the ensuing year, a class B member shall request a vote of the class B members in favor of postponement, and all class B me=hers shall unanimously vote in favor of such postponement. If reconstruction of the Board of I Directors and repeal of this Section 4 shall be postponed at the , J 1986 annual meeting of members, then reconstruction of the Board of Directors and repeal of this Section 4 shall automatically take effect as of the next or other subsequent annual meeting of r i members at which the effectiveness of such reconstruction and repeal shall not be postponed by the class B ' embers m as
+ l hereinabove provided.
SECTION 5. Removal of Directors by Members or Directors. i Any member may remove either or both of its Directors with or without cause. A majority of the class 3 members may remove , either or both of its class Directors with or without cause. Such removal shall be ef fective - immediately upon delivery by personal service to the Secretary of the Cooperative of a ! certified copy of a resolution of the board of directors of such member, or the certified resolutions of the boards of directors l l of a majority of the class B members, as the case may be, which recites such removal action taken by such member or class of f members. Except as expressly provided in the preceding sentence, ! neither the members nor the Board of Directors of the Cooperative may remove any Director representing a member or a class of members unless such removal shall be for cause. The Board of Directors or members of the Cooperative may bring charges against a Director for cause in which event a petition shall be filed with an officer of the Cooperative signed by not less than six
% m Directors or three members. The Director and the member, or class of members, he represents shall be notified in writing of the charges at least ten days prior to a meeting of the Board or 4
members at which the charges are to be considered. The charged Director and the Directors or members bringing the charges shall be given an opportunity to present evidence, by counsel or , otherwise, in respect of the charges at such meeting. The question of removal of the charged Director shall be decided at : such meeting by the affirmative vote of seventy-five percent , (75%) of the full Board of Directorn, or by tho affirmativo voto of seventy-five percent (75%) of the members of the Cooperative, as the case may be. , SECTION 6. Vacancies. A vacancy occurring on the Board of Directors for any reason shall be filled, within fifteen (15) days from the date of such vacancy, by appointment by the member, or class of members, who originally elected the Director whose position has beer. vacated and the newly appointed Director shall serve for the unexpired portion of the term of the Director whose position was vacated. l If the member, or class of members, shall fail, refuse or neglect to appoint a new Director within said fifteen (15) day period, , the vacancy shall be filled from among nominees selected by the remaining Directors by the affirmative vote of a majority of the remaining Directors for the unexpired portion of the term of the Director whose position was vacated. SECTION 7. Compensation. Directors shall not receive any salary for their services as such, except that the Directors of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or performing committee , assignments when authorized by the Board in accordance with its , l 1
e policy manual. If authorized by the Board, Directors may also be reimbursed for actual expenses necessarily incurred in carrying out such Cooperative business, or granted a reasonable per diem allowance by the Board in lieu of detailed a.ccounting for some of these expenses. No Director shall receive compensation for ,s serving the Cooperative in any other capackty, nor shall any close relative of a Director receive compensation for serving the Cooperative, unless the payment and amount of compensation shall ! r be specifically authorized by a vote of the members or the service by the Director or his close relative shall have been. certified by the Board .as an emergency measure. Except for - attendance at regular Board meetings the Treasnrer shall approve for payment by the Cooperative all other attendance and expense roimbursement roqucats by Directors except his own which shall be approved by the President. The Board shall furnish _each member with a copy of all policies adopted by the Board. Unless otherwisc authorized by the Board, the costs and expenses - incurred by the General Manager of any cooperative member in attending Board meetings as permitted by Article V, Section 7, or in performing any other service or function for the Cooperative, shall be borne by such General Manager or the cooperative member he represents, as such cooperative member shall determine. SECTION 8. Policies, Rules and Regulations.
'The Board of Directors shall have power to make and adopt such policies, rules and regulations, not inconsistent with the regulations of any regulatory body or tho', law, the Articles of Incorporation, or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
l l ARTICLE V l l MEETINGS OF DIRECTORS f SECTION 1. Regular Meetings. A requiar meeting of the Board of Directors shall be held l
s without notics, inanediately after, and at th'e same place as, the r annual meeting of the memberr. A regular meeting of the Board of Directors shall also be held monthly at such date, time and place in the area served by the Cooperative, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than resolution fixing the time and place thereof. SECTION 2. Special Meetings. Special meetings of the Board of Directors may be called by the President cr by any six Directors and it shall thereupon be the duty cf the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Directors calling the net. ting shall fix the date, time and place for the
- holding of the meeting which place may be within or without the area served by the Cooperative. ,
SECTION 3. Notice of Special Board Meetings. Written notice of the date, time, place and purpose of any special meeting of the Board shall be delivered to each Director either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the Directors, calling the meeting at least twenty-four (24) hours prior to such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the i United States mail addressed to the Director at his address as it appears in the records of the Cooperative, with postage thereon fully prepaid, at least three (3) days before the date set for the meeting. Any Director may waive in writing notice of any special meeting. The attendance of a Director at any special
" meeting shall . constitute a waiver of notice of such special H
meeting, except in case a Director shall attend such a meeting [ for the express purpose of objecting to the transaction of any i
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e , s ; I l l l business on the ground that such meeting has not been lawfully l l called or convened. By unanimous consent of all Directors, the Board may act on any corporate matter at a special meeting. SECTION 4. Quorum. The presence of seventy-five percent (754) of the full Board of Directors shall constitute a quorum at any regular or special meeting of the Board provided, that if less than such majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to timer and provided further, that the Secretary shall be responsibic for notifying any absent Directors of the time and place of such adjourned meetings as provided in Section 3 above. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 5. Committees. ; By the affirmative vote of Directors constituting seventy-five percent (75%) of the full Board of Directors, the Board may establish one (1) or more comunittees, consisting of one [ (1) or more Directors, for such purposes as it shall determine to be appropriate. Except to the extent explicitly and specifically provided in the resolution of the Board creating such committee, no such committee shall have the power or authority to exercise a any power or authority of the Board with respect to the management of the business and affairs of the Cooperative. Notwithstanding anything herein to the contrary, no committee l 1 shall have the power or authority to amend the Articles of ; Incorporation, adopt an agreement of arger or consolidation, i recommend to the members the sale, lease or exchange of all or substantially all of the Cooperative's property and assets, i recommend to the members a dissolution of the Cooperative or a I I revocation of a dissolution, amard the Bylaws of the Cooperative, fill vacancies in the Board of Directors, fix compensation of the Directors sorving on the Board or on a committee, declare any i distribution of all or any portion of the assets of the l Cooperative to members or patrons or admit members to the Cooper- ! ative. The existance of any such committee, and the membership thereon of any Director, may be terminated at any regular or special meeting of the Board by the affirmative vote of Directors [ constituting a majority of Board present at such meeting. Minutes of all meetings of all committees shall be kept and promptly distributed to all Directors of the Cooperative. L SECTION 6. Action By Written Consent. Any action required or permitted to be taken by the Board of Directors or any committee thereof pursuant to authorization voted at a meeting of the Board of Directors or any such committee may be taken without a meeting if, before or after the action, all Directors or members of such committee consent thereto in writing. SECTION 7. Presence of Others. The Executive Vice President of the Cooperative and the Ceneral Managers of each cooperative member shall have the right to attend Board meetings. General Managers of each cooperative member shall be seated adjacent to the Directors representing said cooperative member. All persons present at Board meetings are entitled to have a voice in the proceedings; provided, however, that only Directors of the Cooperative shall be entitled l to vote. By majority vote, the Directors may recess a Board meeting for the purpose of holding an executive session. The presence of other than Directors at an executive session shall be by the invitation of the President and consent of a majority of Directors present.
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ARTICI.E VI OFFICERS SECTION 1. Number. The officers of the Cooperative shall be a President, Senior , t Vice President, Executive Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. SECTION 2. Election and Term of Office. (a) The officers shall be elected annually by the Board of Directors at the meeting of the Board of Directors held immediately after the annual meeting of the members. Unless I otherwise specifically provided by these Bylaws, each officer , shall be a Director of the Cooperative. If the election of I officers is not held at such meeting, such election shall be held l L as soon thercafter as expeditiously possible. Each officer shall ! hold office until the first meeting of the Board of Directors [ following the next succeeding annual meeting of the agmhers or until his successor shall have been elected. A vacancy in any l i office shall be filled by the Board of Directors for the unexpired portion of the term. , (b) The election of officers shall be by secret ballot. The immediate past President shall appoint a temporary President who need not be a Director. The temporary President shall conduct the election of the officers, including tallying the ballots cast and announcing the result. A majority vote of the , l Directors present is required for election. In the event no nominee for an office receives a nejority, a new ballot shall be cast until a majority is obtained, provided that on the second and successive ballots only votes for nominees receiving the two ! highest number of votes on the previous ballot will be counted. I F 9 b
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i SECTION 3. Removal of Officers and Agents by Directors. [ Any officer elected or appointed by the Board of Directors, } or any agent appointed by the Board of Directors or appointed by any officer, may be removed by the Board of Directors, with or ( without cause, whenever in its judgment the best interest of the :
!r Cooperative will be served thereby.
SECTION 4. President. The President shall be a Director of the Cooperative and shall f (a) Preside at all meetings of the members and the Board of [ Directors; l (b) Sign, with the Secretary, certificates of membership, l the issuance of which shall have been authorized by the Board of Directors, and may sign any deeds, mortgages, deeds of. trust, ! notes, bonds, contracts or any instruments authorized by the ! Doarti of I)1roctors to ho oxocuted, except in cases in which the f signing and execution thereof, shall be expressly delegated by [ i the Board of Directors or by these Bylaws to some other officer f or agent of the Cooperative or shall be required by law to be { i otherwise signed or executed; (c) Be an officio member of all committees; and { (d) In general perform all duties incident to the office of President, and such other duties as may be delegated by the Board f f of Directors from time to time. i SECTION 5. Senior Vice President. j The Senior Vice President shall be a Director of the Cooperative. In the absence of the President, or in the event of his inability or refusal to act, the Senior Vice President shall ; perform the duties of the President, and when so acting, shall f have all the powers of and be subject to the restrictions upon the President. The Senior Vice President shall also perform such l other duties as from time to time may be assigned to him by the l Board of Directors. l l i I
I E i SECTION 6. Executive Vice President. The Executive Vice President shall not be a Director of the Cooperative and shall: , (a) De responsible for day to day operation and management , of the business and affairs of the Cooperative; f (b) Sign such instruments and documents as the Board of Directors may expressly authorize; (c) Be an ex officio member of such committees as the Board : of Directors expressly authorizes; and (d) In general perform all other duties as may be delegated or assigned to him by the Board of Directors from time to time. SECTION 7. Secretarv. The Secretary shall be a Director of the Cooperative and 6 shall be responsible for-i (a) Keeping the minutes of the meetings of the members and f of the Board in books provided for that purpose; , 4 g , th) Socing that all notices are duly given in accordance i with these Dylaws or as required by law;
* (c) The safekeeping of the corporata books and records and the seal of the Cooperative and affixing the seal of the .
Cooperative to all certificates of membership prior to the i issuance thereof, and to all documents, the execution of which on 1 I behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) Keeping a register of the names and post office j addresses of all members; (e) Signing, with the President certificates of membership, i the issuance of which shall have been authorized by the Board; (f) Keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative i containing all amendments thereto (which copy shall always be open to the inspection by any member) and shall furnish a copy of r f I , I I E
n the Bylaws to any member upon request and forthwith furnish each member with a copy of any amendment or repeal of an amendment whether enacted by the members or the Board; and (g) In general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. SECTION 8. Treasurer. The Treasurer shall be a Director of the Cooperative and shall be responsible fors (a) Custody of all funds and securities of the Cooperative; , l (b) The receipt of and the issuance of receipts for all ! monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such depository or depositories as shall be selected in accordance with the provisions of these Dylaws; and (c) The general performance of al1 the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. SECTION 9. Assistant Secretarv. The Board of Directors may elect or appoint an Assistant Secretary who need not be a member of the Board of Directors and such Assistant Secretary, in the absence of the Secretary, or in the event of his inability or refusal to act, shall perform *he l duties of the Secretary, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the Secretary, and perform such other duties as from time to time may l be assigned to him by the Board of Directors. I SECTION 10. Assistant Treasurer. The Board of Directors may elect or appoint an Assistant Treasurer who need not be a member of the Board of Directors and such Assistant Treasurer, in the absence of the Treasurer, or in the event of his inability or refusal to act, shall perform the
o , r duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the Treasurer, and perform such other duties as from time to time may be assigned to him by the Board of Directors. F SECTION 11. Delegation of Secretary's and Treasurer's Responsibilities. Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 7 and 8, the Board of Directors by resolution may, except as otherwise limited by law, delegate f wholly or in part, the responsibility and authority for, and the ! regular and routine administration of, such duties to one or more agents or other officers of the Cooperative who are not i Directors. To the extent that the Board does so delegate with ; respect to either such officer, that officer as such, shall be f released from such duties, responsibilities and authorities. [ SECTION 12. Monds of Officers. f The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the Board of Directors shall determine. l SECTION 13. Reports. ; The officers of the Cooperative shall submit at each annual l meeting of the members reports covering the business of the Cooperative for ti.e previous fiscal year. Such reports shall set forth the condition of the Cooperation at the close of such { fiscal year. t ARTICI.E VII l i NON-PROFIT OPERATION ; SECTION 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its l f l ( r
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patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons. !
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SECTION 2. Patronage Capital in Connection With Furnishing Electric Energy. (a) In furnishing of electric energy the Cooperative's [ operations shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. In order to induce patronage and to insure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on , a patronage basis to all its patrons for all amounts received and i receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the
- furnishing of electric energy. All other amounts received by the Cooperative from its operations in excess of costs and expenses ,
shall, insofar as permitted by law, be retained by the ; l: Cooperative in a reserve account which shall be treated as an j assot of the Cooperative in the event of dissolution or liquidation of the Cooperative. 3 (b) In the event of dissolution or liquidation of the l 1 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. If, at any time, prior to dissolution or liquidation, the Board of , Directors shall determine that the financial condition of the , i Cooperative will not be impaired thereby, the capital then credited to patrons' accounts may be retired in full or in part. Any such retirements of capital shall be made in order of ; priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being first retired. The patrons of the Cooperative, by* dealing with the Cooperative, acknowledge that the terms and provisions of the f i l i i
J m ' l i Articles 01 Incorporation and Bylaws shall constitute and be a I contract betwearn the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. SECTION 3. Patronage Capital Not to Result From Participation Agreements. The Cooperative has entered into Participation Agreements with electric utilities covering the joint ownership and operation of generating plants by the Cooperative and the respective utilities. It is anticipated that the Cooperative may enter into additional Participation Agreements of a similar nature covering nuclear, coal-fired or other generating plants. As a component of the joint operating arrangements between the other participant and the Cooperative, during the early years of the operations of such a plant, the Cooperative may be required f to sell to the cther party to each operating arrange:sent a I percentage of the Cooperative's share of the output of such i plant, with the percentage so required to be sold diminishing [ each year. The other participants to any such joint ownership and operation agreement will not be permitted to become a member of the Cooperative. h It is not intended t'at the other participants shall be deemed a patron of the Cooperative, as that term is used in these Bylaws. The sale to such a joint participant will not constitute the rendering of utility service h to such participant, but will merely reflect an incidence of the joint ownership and operation of the plant during the years of its operation. There is no utility obligation on the part of the : l Cooperative to serve such participant. Such participant will be furnishing no capital to the Cooperative. Accordingly, there will be no capital to be credited to any such joint participant. ,
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.. . j SECTION 4. Patronage Refunds in Connection with Furnishinq ;
Other Services. , In the event that the Cooperative should engage in the business of furnishing goods or services other than electric ; energy, all amounts received or receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services shall, insofar as permitted l by law, be prorated annually on a patronage basis and returned to , t those patrons from whom such amounts were obtained. SECTION 5. Treatment of Exrnss Receipen from Non-Mombers. ! As used in these Bylaws, the words ' patron' and ' patrons' do [ not include within their meaning the non-member entity or , entities, respectively, with which the Cooperative may have or may have had such power supply arrangements as contemplated in the provisos in subparagraphs (a) and (e) of Article II of its Articles of Incorporation; and the word " patronage" does not include within its meaning any business done by the Cooperative , r with or any monies received by the Cooperative from such an j i entity or entities as a result of such an arrangement. The l a i amount, if any, of the Cooperative's receipt of monies from such . I an arrangement in excess of the Cooperative's expenses related thereto, of each of which the Cooperative shall maintain a .i careful accounting, (1) shall become and remain the property of , r the Cooperative, (2) shall be allocated, assigned or paid , I annually to the Cooperative's members as recommended or allowed ! by the financial policy adopted from time to time by the Board of l Directors, and (3) may be expended or conserved by the Cooperative for any of its lawful purposes, i ARTICI.E VIII i i INTERESTS IN PROPERTY , The Cooperative may not sell, lease or otherwise dispose of t i L I i
p l i i all or any substantial portion of its property or merge or i l consolidate with or into any other corporation unless such sale, lease or other disposition or merger or consolidation is authorized at a meeting of the members by the affirmative voto of not less than seventy-five percent (75%) of the members of the Cooperative, and unless the notice of such proposed sale, lease 6 or other disposition or the proposed merger or consolidation shall have been contained in the notice of the meeting; provided however, that notwithstanding anything herein contained, the j Board of the Cooperative, without authorization by the members, shall have full power and authority to acquire property by lease. or purchase or authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as wc11 as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine to secure any indebtedness of the Cooperative. ARTICLE IX SEAL I The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words ' Corporate Seal, Michigan'. I f I ARTICLE X [ FINANCIAL TRANSACTIONS ! SECTION 1. Contracts. , l 1 l Except as otherwise provided in these Bylaws, the Board of ; t l i Directors may authorize any officer or officers, agent or agents, I l i
N A employee or employees, to enter into any contract or execute and ,
deliver any instrument in the name and on behalf of the Cooperative and such authority may be general or confined to specific instances. SECTION 2. Checks, Drafts, Etc. t All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness : issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be { determined by resolution of the Board of Directors. When < l authorized by the Board a facsimile signature may be used. SECTION 3. Deposits and Investments. ( All f" - a of the Cooperative except petty cash shall be h i deposited . rom time to time to the credit of the Cooperative in such bank or other depository as the Board of Directors may [ selects provided, however, such bank or depository shall be a j member of the Federal Deposit Insurance Corporation, a Federal Reserve Bank or may be invested otherwise in compliance with REA [ Bulletins as from time to time amended. ; SECTION 4. Change in Rates, i Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America of any change in the rates charged by the Cooperative for ; electric energy. SECTION 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and shall and on the thirty-first day of December of the same year. ARTICLE XI l MISCELLANEOUS SECTION 1. Membership in Other Organizations. The Cooperative shall not become a member of or purchase l I i
s, stock in any other organization without.a majority vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock
- purchase, provided h'owever, that the Cooperative may upon the authorization,of the Board of Directors purchase stock in or become a member of (a) any corporation organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or (b) with the approval of the Administrator of REA, any other corporation for the purpose of .
acquiring electric facilities or energy. l SECTION 2. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations ' of any regulatory body, shall conform to such accounting system as may from timo to tiac be do:iignated by the Administrator of the Rural Electrification Administration of the United States Department of Agriculture. The Board of Directors shall also after the close of each fiscal year cause to be made a full and ~ complete audit of the accounts, books and financial condition of the Cooperative by certified public accountants as of the end of such fiscal year. A report of the audit report shall be submitted to the members at the next "ollowing annual meeting. SECTION 3. Indemnification of officers, Directors, t Employees and Agents; Insurance. ! (a) The Cooperative shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action [ by or in the right of the Cooperative) by reason of the fact that ; l
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i t he or she is or was a Director, officer, employee or agent of the Cooperative, or is or was serving at the request of the Cooperative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), , judgment, fines and amounts paid in settlement actually and L reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he , reasonably believed to be in or not opposed to the best interests a of the Cooperative and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was j unlawful. The termination of any action, suit or proceeding by E judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall not, of itself, create a [ presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to a i the best interest of the Cooperative, and, with respect to any criminal action or proceeding, had reasonable cause to believe [ t that his conduct was not unlawful. , i (b) The Cooperatiire shall indemnify any person who was or j is a party or is threatened to be made a party to any threatened, ! l pending or completed action or suit by or in the right of the j t Cooperative to procure a judgment in its favor by reason of the r fact that he is or was a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually , and reasonably incurred by him in connection with the defense or i settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the [ best interest of the Cooperative and except that no j t indemnification shall be made in respect of any claim, issue or
# matter as to which such person shall have been adjudged to be i
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liable for negligence or misconduct in the performance of his duty to the Cooperative unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of tha case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) To the extent that a Director, officer, employee or agent of the Cooperative has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnificd against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under the foregoing provision of this section (unless ordered by a court) shall be made by the Cooperative only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct as set forth in subsections (a) and (b). Such determination shall be made (1) by j the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or even if ! obtainable a quorum of disinterested Directors sa directs, by l independent legal counsel in a written opinion, or (3) by the members of the Cooperative. (e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Cooperative in advance of the final disposition of any action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of
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the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to > be Jr.de:nnified by the Cooperative as authorized in this section. ! (f) The indemnification provided by this section shall not ; be deemed exclusive of any other rights to which those seeking indemnity may be entitled under any bylaw, agreement, vote of j members or disinterested Directors or otherwise, both as to j action in his official capacity and as to action in another ; capacity while holding such office, and shall continue as to a ; person who has ceased to be a Director, of ficer, employee or agent and shall inure to the benefit of the heirs, executors and j administrators of such a person. , I (g) The Cooperative may purchase and maintain insurance on j
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behalf of any person who is or was a Director, officer, employee ! or agent of the Cooperative, or is or was serving at the request } i of the Cooporativo as a Director, officar, amployee or agent of f another corporation, partnership, joint venture, trust or other ; enterprise against any liability asserted against him and I incurred by him in any such capacity, or arising out of his l ! status as such whether or not the Cooperative would have the ! r power to indemnify. him against such liability under the j i provisions of this section. j l ARTICLE XII [ PARLIAMENTARY PROCEDURE J Parliamentary Procedure at all meetings of the members, of ; r the Board of Directors, of any committee provided for in these [ t Bylaws and of any other connaittee of the members of Board of Directors which may from time to time be duly established shall i be governed by the most recent edition of Robert's Rules of i Order, except to the extent such procedure is otherwise determined by law, the Articles of Incorporation or these Bylaws. l l, l i ( l i I I
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5 ARTICLE XIII . AMENDMENTS ; i Except as otherwise provided by law, the Articles of Incorporation or these Dylaws, these Sylaws may be amended or ' 6 repealed by a vote of seventy-five percent (75%) of the members of the Cooperative, or by vote of seventy-five percent (75%) of , the Directors constituting the full Board of Directors, at any ! regular or special meeting of the members or the Board of Directors, provided that notice of such proposed amendment or repeal shall have been contained in a written notice of such meeting delivered to such members or Directors in a manner approved by these Bylaws; and further provided that the Board of , Directors shall not have the authority to amend or repeal any Bylaw or amendment thorcto adopted by the members subscquent to ! the effective date of these Dylaws or fixing the requirements or classifications of membership, the qualification, classification or terms of office of Directors, the quorum requirements for members' or Directors' meetings, the method or procedure for ; amending these Bylaws or affecting the Bylaw on interests in i property. Any amendment or repeal of a Bylaw by the Board of l Directors shall be submitted for consideration of the members at the next annual meeting of ===hers of the Cooperative prior to the conduct of any other business at such meeting, and notice of , the proposed submission shall be given with the notice of such j meeting. Unless approved by seventy-five (75%) of the members at l such meeting any amendment or repeal of a Bylaw by the Board of Directors shall be deemed to be rescinded, and such Bylaw as f I shall have been amended or repealed by the Board shall be ; reinstated in its original form and deemed to be a Bylaw adopted l by the members. Any action taken by the members with respect to ! an amendment or repeal of an amendment subsequent to the effective date of these Bylaws shall be binding on the Board of Directors. ODB12a i j i - - < -,s -- - - - - -- , ,,,-r -
2% ~, Approval by Board of Directors. Any such termination 14.2 shall first be approved by the Board of Directors of the party seeking termination.
- 15. EXPENSES.
NMEC will pay all expenses incurred by it incident to the (including consummation of the transactions contemplated hereby all legal and accounting fees and expenses incurred for legal and accounting services rendered to NMEC in connection with the _ transactions contemplated hereby) . WEC will pay all expenses incurred by it incident to the consummation of the transactions contemplated hereby (including legal and accounting fees and expenses incurred for legal and accounting services rendered to WEC in connection with the transactions contemplated hereby) . NMEC and WEC shall share equally the fees and expenses of Ernst &
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'Whinney and Miller, Canfield, Paddock and Stone incident to the Merger and the preparation of various instruments, papers, documents, studies, financial data, applications, etc. in connection with this Agreement, the Plan of Merger and/or the Merger. Each party will pay, and indemnify and save harmless the other party from and against, any and all finders' fees, brokers' commissions, or other similar fees or expenses incurred by the indemnifying party (or as the result of understandings, and agreements or arrangements made by the indemnifying party) arising out of or in connection with the transactions contemplated hereby, and each party represents and warrants to the other party that no such understandings or egreements exist.
- 16. TERMINATION OF REPRESENTATIONS 7ND WARRANTIES, All representations and warranties of NMEC and WEC contained in this Agreement shall expire with, and be terminated and extinguished by, the consummation of the transactions contemplated hereby on the Effective Date of the Merger,
- 17. AMENDMENT AND WAIVER.
17.1 Amendment. By consent of a majority of their i
[~ respective Boards of Directors, NMEC and WEC may amend, modify or supplement this Agreement in such manner as may be agreed upon by them in writing at any time before or after approval thereof by the members of NMEC and/or WEC; provided, however, that such action shall be taken by the Board of Directors of NMEC and WEC , after approval by their respective members only if, in the judgment of such Boards, such amendment, modification or supplement will not have a material adverse effect on the i benefits intended under this Agreement and the Plan of Merger to the members of either party to this Agreement. 17.2 Waiver. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect such party's right at a later time to enforce the same. No waiver by either party of any condition, or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach ot a waiver of any other condition or of the breach of any other term, covenant, representation or warranty of this Agreement.
- 18. NOTICE.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, registered or certified mail, postage prepaid, as follows: l If to NMEC -- I Northern Michigan Electric Cooperative, Inc. 1050 East Division P.O. Box 138 Boyne City, Michigan 49712 Attention: Clyde L. Johnson, General Manager } with copies to: Robert C. Klevern, Esq. Klevora, Dreyer & DuBois 215 SotP.h Lake St. Boyre City, Michigan 49712 c Mr. Barrie Lightfoot 628 June Court Traverse City, Michigan 49684 John W. Gelder, Esq. Miller, Canfield, Paddock and Stone 2555 M Street, N.W., Suite 300 Washington, D.C. 20037 i If to WEC -- Wolverine Electric Cooperative, Incorporated 302 South Warren P.O. Box 1133 Big Rapids, Michigan 49307 Attention: Norman N. Newby, General Manager with copies to: Daniel D. Hesslin, Esq. Savings Bank Building i Manistee, Michigan 49660 Mr. Barrie Lightfoot 628 June Court Traverse City, Michigan 49684 John W. Gelder, Esq. Miller, Canfield, Paddock and Stone W shi gton D.'C bb3
- 19. GENERAL.
19.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Michigan. 19.2 Entire Agreement. This Agreement and the Plan of Merger and the documents, letters and schedules described herein or therein or attached or delivered pursuant hereto or thereto set forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersede all prior agreements, arrangements and understandings related to the subject matter hereof. 19.3 Method of Consent or Waiver. Any consents hereunder or any waiver of conditions or covenants as may be herein provided for, subject to all of the other requirements contained in the r Agreement, shall be evidenced in writing, properly executed by the Chairman, the President or one of the Vice Presidents of the 4 party so electing hereunder, and such document shall be attested to by the Secretary or an Assistant Secretary of the party so electing hereunder. 19.4 Liability of Directors, Members, NMEC and WEC. Neither the directors, of ficers nor members of NMEC or WEC shall incur any liability whatsoever under or pursuant to this Agreement or the Plan of Merger whether or not the Merger is consummated. Further, in the event the Merger is not consummated because of one or more of the conditions to the obligations of either party under this Agreement have not been fulfilled, despite the best , efforts of the other party, or in the event this Agreement is t terminated and the Plan of Merger is abandoned pursuant to Article 14 hereof, neither NMEC nor WEC shall incur any liability i whatsoever under or pursuant to this Agreement or the Plan of Merger except pursuant to the provisions of Articles 8 or 9 relating to confidential information and Article 15 relating to expenses. 19.5 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 19.6 Reliance on Headings, Etc. The cover page, Article headings and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. t ! IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this Agreement the date first above written. l 5 i r l i f
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. -- ,9 ATTEST: NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC.
By _ 74 Q By 4/afi,,1 Secretary Its President ! ATTEST: WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED By 04J0 i A vvtA_ , By [ llI/f l l !0
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Secretary Its President ! i 9 h i r i N t 9 ODBilb l
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