SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KNOX ENERGY COOPERATIVE ASSOCIATION, INC.
FIRST: The name of the Corporation shall be KNOX ENERGY COOPERATIVE ASSOCIATION, INC.
SECOND: The place in Ohio where the principal office of the Corporation is to be located is Howard, Knox County, Ohio.
THIRD: The Corporation is organized and shall be operated exclusively as a cooperative association, for the purpose of installing and maintaining natural gas pipelines and purchasing and reselling natural gas in order to make available natural gas service for the benefit of all residents and other property owners of the Apple Valley Lake community in Knox County, Ohio and other areas in which the Corporation chooses to provide such services, and for any other lawful purpose.
FOURTH: The Corporation is formed exclusively for purposes for which a corporation may be formed under the Ohio Nonprofit Corporation Law and not for pecuniary profit or financial gain. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees, officers or other private persons or organizations, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and requirements set forth in Articles THIRD and FIFTH hereof. Economic benefit will be passed on to the members on a substantially equal basis. The Corporation shall have the power to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable or proper for the furtherance of the purposes for which the Corporation is organized, and to aid or assist other organizations whose activities are such as to further such purposes. The organization will furnish service exclusively to its members. Membership in the organization is limited to those that avail themselves of the services furnished by the association.
FIFTH: Upon dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for payment of all liabilities of the Corporation, distribute the net assets of the Corporation exclusively to its members in accordance with the requirements of the First Amended Code of Regulations and Bylaws of the Corporation.
SIXTH: These Amended and Restated Articles of Incorporation take the place of and supersede the existing Articles of Incorporation of the Corporation.
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