HomeMy WebLinkAbout15.F.4. Approving SPUC Membership in the MN Municipal Power Agency-Res. No. 6016
IS: ~ ~
CITY OF SHAKOPEE
Memorandum
TO: Mayor and City Council
FROM: Mark McNeill, City Administrator
SUBJECT: SPUC Authorization - MMP A Agreement
DATE: February 11, 2004
INTRODUCTION:
The Council is asked to concur with the application of the Shakopee Public Utilities to
join the Minnesota Municipal Power Agency (MMP A).
BACKGROUND:
Shakopee Public Utilities has investigated wholesale suppliers of electrical service to
provide for a future electrical supply needs. Currently, the majority of SPUC' s power is
purchased from the NSP grid. However, SPUC has negotiated with MMP A, a
consortium of eleven cities, to join with them in buying wholesale power. It is
anticipated that by 2009, almost all of SPUC' s regular electrical power supply could
come from the MMP A.
Shakopee would be the twelfth member of the MMP A, and would become the largest
community served, at least in terms of population. The three other large members of the
MMP A are Chaska, Anoka, and North St. Paul.
Shakopee Public Utilities Commission met on February 11 th to approve action to submit
the application to join the MMP A. SPUC has requested that the City Council now concur
with their application; the governing body ofthe member community is required by State
law to approve application submitted.
BUDGET IMP ACT:
There is no direct impact on the City's budget. There is no liability financially to the City
if there is a shortfall in MMP A funding; that is the responsibility of the Agency as a
whole. The advantage to Shakopee residents and businesses is that they could be assured
of wholesale power at competitive rates.
RECOMMENDATION:
I recommend that the City authorize SPUC to make application to join the MMP A.
ACTION REQUIRED:
If the Council concurs, it should, by motion, adopt the following resolution:
RESOLUTION NO. 6016
A RESOLUTION OF THE CITY OF THE CITY COUNCIL
OF THE CITY OF SHAKOPEE, MINNESOTA CONCURRING
IN RESOLULTION NO. 754
OF THE SHAKOPEE PUBLIC UTILITES COMMISSION APPROVING
MEMBERSHIP IN THE MINNESOTA MUNICIPAL POWER AGENCY
lM~t;/J1
Mark McNeill
City Administrator
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RESOLUTION NO. 6016
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA
CONCURRING IN RESOLUTION NO. 754 OF THE SHAKOPEE PUBLIC UTILITIES
COMMISSION APPROVING MEMBERSHIP IN THE MINNESOTA MUNICIPAL POWER
AGENCY
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Shakopee,
Minnesota:
Section 1. It is hereby found, detennined and declared :
A. The Public Utilities Commission of the City of Shako pee (the "Commission") has
detennined that it is in the best interests of the City and the electric ratepayers who are customers
of the Commission to become a Member of the Minnesota Municipal Power Agency (the
"Agency"), a municipal power agency organized in 1992 under and pursuant to Chapter 453 of
MilU1esota Statutes (the "Agency Statute") and enter into a long term arrangement for the
purchase of power and energy from the Agency.
B. The Agency Statute requires the Commission to authorize and approve the
adoption and execution of the Agency Agreement in order to become a member of the Agency
and also requires the concurrence of the City Council as a precondition to the effectiveness of the
adoption of the Agency Agreement as provided in the Commission Resolution.
C. The Commission has submitted to the City Council its Resolution No. 754, dated
Febmary 11, 2004 (the Commission Resolution") which, among other things, does agree to the
provisions of and authorize the execution of the Agency Agreement and requests the City
Council to concur in its action as set forth in the Commission Resolution (together with the
Agency Agreement attached hereto). The terms "Agency Agreement" and "Bylaws of the
Agency" have the meaning set forth in the Commission Resolution, sectionl.G.
D. The Council has reviewed the Commission Resolution and the Agency
Agreement and has made such inquiries of the Commission as deemed necessary and appropriate
on the subject and relies upon the expertise and judgment of the Commission with respect to the
City's long tenn arrangements for the supply of power and energy as it is so charged by
Minnesota Statutes, section 412.361.
E. The Agency Statute and the Agency Agreement provide that cities which are
members of municipal power agencies are not liable for the obligations of the municipal power
agency.
Section 2. The City Council does hereby concur in the Commission Resolution,
including but not by way of limitation, the approval and authorization of the City to become a
member of the Agency, the agreement to the provisions of and the authorization to execute the
Agency Agreement, the agreement to the provisions of the Agency's Bylaws and the
Commission's appointment of the initial Representative and initial Alternate Representative to
the Agency.
Section 3. The City Clerk is hereby authorized and directed to affix to the Agency
Agreement a certified copy of this Resolution for submission to the Secretary of State of
Mhmesota in accordance with the Agency Statute.
Adopted in adjourned regular session of the City Council of the City of Shakopee, held
this 17th day of February, 2004.
Mayor of the City of Shakopee
ATTEST:
City Clerk
CERTIFICATION
State ofMim1esota )
Scott County )
City of Shakopee )
I hereby certify that the attached Resolution No. 6016 is a true and correct copy of a resolution
presented to and adopted by the Council of the City of Shakopee, Minnesota at a duly called
meeting held on the _ day of , 2004 and that the same has not been rescinded
or amended and is in full force and effect.
Date: ,2004
City Clerk
155535-a
SHAKOPEE PUBLIC UTILITIES COMMISSION
Resolution No. 754
A RESOLUTION REQUESTING MEMBERSIDP IN THE MINNESOTA
MUNICIP ALPOWER AGENCY, ACCEPTING THE PROVISIONS OF THE AGENCY
AGREEMENT AND BY-LAWS OF THE MINNESOTA MUNICIPAL POWER AGENCY,
APPOINTING A REPRESENTATIVE TO THE AGENCY AND REQUESTING THE
CONCURRENCE OF THE CITY COUNCIL
NOW THEREFORE BE IT RESOLVED BY THE PUBLIC UTILITIES COMMISSION OF
THE CITY OF SHAKOPEE :
Section 1. It is hereby found, determined and declared that:
A. The Minnesota Municipal Power Agency ( the "Agency") was created and
declared effective by the Minnesota Secretary of State on May 19,1992, as authorized and
provided in Minnesota Statutes, Chapter 453 (the "Agency Statute").
B. The following Minnesota cities are the present members (the "Members") of the
Agency: Anoka, Arlington, Brownton, Chaska,Le Sueur, North St. Paul, Olivia and Winthrop
and they each purchase wholesale power, transmission and other electric utility services from the
Agency.
C. The City of Shako pee is authorized by Minnesota Statutes, sections 412.321
through 412.391 to engage in the local distribution and sale of electric power and energy.
Pursuant to Minnesota Statutes, section 412.361, the Shakopee Public Utilities Commission is
authorized and empowered by law to regulate .rates and charges for the distribution of electric
energy within the City of Shako pee and to make arrangements for power and energy supply.
D. The Shakopee Public Utilities Commission (the "Commission") has determined
that it will need a new source of power supply within the proximate future, did conduct an
investigation and survey of available, alternative power suppliers and with the aid of outside
experts determined to further examine and to enter into negotiations with the Agency.
E. The Commission has concluded a course of due diligence examinations upon the
history, plans, financial position, generating and purchase power resources, material agreements
and other relevant matters and has concluded that the Agency is likely to provide a reliable and
reasonably priced supply of power and energy to meet the needs of the City of Shakopee.
Therefore, the Commission has selected the Agency to provide its long term power supply needs
commencing in 2006 and to apply now for membership in the Agency.
F. The Commission finds further assurance and support for its selection in that the
Agency has provided a substantial amount of the City's power and energy requirements under
contract with the Agency since 1995, that the governance of the Agency is in the hands of other
Minnesota municipal electric utilities and that the City of Shakopee by its Commission will have
the right and authority to actively participate in the management and direction of the Agency.
G. The Agency has provided to the Commission a copy of the Agency Agreement
by and among the Members of the Agency and of the Agency Bylaws (each attached hereto) and
the Commission has examined the Agency Agreement and the Bylaws to the extent deemed
necessary and appropriate by the Commission. For all purposes of this Resolution, the Agency
Agreement includes the Agency Agreement filed with the Minnesota Secretary of State on May
19, 1992 and amendments thereto as approved by Agency Representatives' Resolutions
numbered 1993-1 (adopted March 3, 1993) and 2004-1 (adopted January 27, 2004). For all
purposes ofthis Resolution the Agency Bylaws include the Bylaws ofthe Agency as originally
adopted and as since amended by the Agency Directors and Representatives through the date of
the adoption of this Resolution.
H. Pursuant to the Agency Statute, the concurrence of the City Council of the City of
Shakopee is required as a precondition to the effectiveness of the Commission's adoption of the
Agency Agreement as provided in this Resolution.
1. The Agency. Statute and the Agency Agreement provide that cities which are
members of municipal power agencies are not liable for the obligations of the municipal power
agency.
Section 2. The participation of the City of Shakopee, Minnesota as a member in the
Agency is hereby approved and authorized.
Section 3. The Commission agrees to the provisions of the Agency Agreement and
the Bylaws of the Agency and the Chairman or any other officer of the Commission is hereby
authorized and directed to execute the Agency Agreement for and on behalf of and as the deed of
the City of Shako pee, Minnesota and the Secretary or any other officer of the Commission is
herby authorized and directed to certifY the adoption of this Resolution.
Section 4. In accordance with the Agency Act and the Agency Agreement, the
following persons are hereby appointed as the initial representative and initial alternate
representative of the City of Shakopee as a member of the Agency:
Representative: Address:
Louis Van Hout 1030 E. 4th Ave. Shakopee MN 55379
Alternative Representative: Address:
Joan Lynch 1030 E. 4th Ave. Shakopee MN 55379
The Representative or, in the absence of the Representative, the Alternative Representative, shall
exercise all of the rights, duties and powers of the City of Shakopee as a member of the Agency
for and on behalf of the City of Shako pee in accordance with the provisions of the Agency
Statute, the Agency Agreement and the Bylaws of the Agency until a successor is appointed by
the Commission.
Se-ction 5. The Chairman of the Commission or any othet officer of the Commission
is authorized and directed to affix to the Agency Agreement a certified copy ofthis resolution for
submission to the Secretary of State of Minnesota in accordance with the Agency Statute.
Section 6. The Chairman ofthe Commission or any other officer of the Commission
is authorized and directed to deliver this Resolution to the City Council of the City of Shakopee
and to request the concurrence of the City Council in this Resolution.
This Resolution is adopted by the Shakopee Public Utilities Commission on February 11,
2004.
ffi4J4i((
/ Mark Miller ~
Commission President
Attest:
.
If" I
CERTIFICATION
STATE OF MINNESOTA )
COUNTY OF SCOTT )
CITY OF SHAKOPEE )
I herby certify that the attached Resolution No. 754 is a true and correct copy of the Resolution
presented to and adopted by the Shakopee Public Utilities Commission at a duly called meeting
held on the 11th day of February, 2004 and that the same has not been rescinded or amended
and is in :full force and effect.
.-
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secre~ :j
Shakopee Public Utilities Commission
(SEAL)
155532-a
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BYLAWS OF THE MINNESOTA MUNICIPAL POWER AGENCY
The Bylaws are adoptedt upon recommendation of the Board of
Directors by the Representatives of the Minnesota Municipal Power
Agency, a separate municipal corporation and political subdivision
of the State of Minnesota created and established pu'Csuant to
Minnesota Statutes, Section 453.51 through 453.62, inclusive, and
an Agency Agreement, dated as of , 19 , between and among
the Cities the'Cein listed and any and all other Minnesota cities
becoming a party to such agency Agreement pursuant to its terms
afte'C the date the'Ceof, which Agency Agreement lS on file with the
Secretary of State of Minnesota in Book of Incorporations on
page . All t!2rms used herein shall have the same meaning as
defined in such Agency Agreement.
ARTICLE I - ~BERSHIP :
The Members and Representatives of the Municipal Power Agency
and the limitations, conditions, restrictions, rights, privileges,
duties and obligations pertaining to membership are set forth in
the Agency Agreement.
ARTICLE II - MEETINGS OF REPRESENTATIVES
( Section I. Annual meeting. There shall be annual meeting
I : an
\ of the Representatives on the of each
yea r, at such place as shall be designated in the notice of
meeting.
Section 2. Special Meetings. Special meetings of the
Representatives shall be called by the Secretary upon a written
request si g ne d by two ( 2 ) Directors, or upon the written petitiQn
of not less than one-third of the Representatives or upon the
written petition of the Representatives who are capable of casting
not less. than one-third of the votes in accordance- with the
wei ghted voting formula set forth ln Section 9(C) of the Agency
Agr~€ment, which request or petition shall be delivered to . the
Secretary.
Section 3 . Time and Place of Meetings. All meetings of
RepLE2sentati ves shall be-held at a suitable time and place to be
selected by the person or persons at whose direction the meeting
is called, or, with . respect to an annual meeting, at the time and
place selected by the Board of Directors.
Section 4. Notice of Meetings. A written ...." of each
nOLlce
meeting of Representatives, containing the place, date and hour, /"
and the purpose or purposes for which. it is to be held, shall be-
given by the Sec-retary or, in the case of death, absence,
ir;capacity, or -refusal of fhe Secretary, by any other officer, to
each Represen~ative by leaving such notice with such
Representati ve or his or her designee or at his or her residence
or usual place of business or by mailing it. post.age prepaid and
addressed to each Representative at his or her address of
residence or usual place of business as it appears in the records
of the Municipal Power Agency. In case of special mee~ihgs, such
notice shall be given at leas~ ~en lID) but not more than sixty
(60) days before such meet.ing. In case of t.he annual meet.ing,
such not.ice shall be given at.. least. t.wo (2) . days before such
meet.ing.
Section 5. Waiver of Notice. Any Representative ~ay waive,
by writing, any notice of a meeting required to be given by these
Bylaws. The'attendance at a meeting shall constitute a waiver of
not.ice t.O such meet- ing by such RepresenT.at.i ve, . except where such
attendance shall be for the express purpose of objecting that any
such meeting has .been lawfully called and convened.
Section 6. Quorum. The quorum at a meeting of the
Represent.at.i ves is set fort.h in Sect.ion 9 (J) of the Agency
Agreement. Representatives shall be deemed present if represented
by written proxy.
Section 7. Voting. Each Representative shall cast the
/ number of vot.es assigned t.o it in accordance wit.h t.he Agency
( { Agreement, either in person or by w~itten proxy.
"
Sect.ion 8. ' Representatives. Represent.at.i ves shall represent.
t.he ~ Members in accordance wit.h t.he provisions of t.he Agency
Areement.. In any case in which a Represent.at.i ve is unable to
att.end a meeting, t.he Represent.ati ve may (a) designate anot.her
Represent.ative to cast his or her proxy, or (b) submit to the
Secretary his or her proxy. The proxy shall be executed on such
form as may be preset ibed by t.he Board of Direct.ors and all
requirements relating to the submission, execution and filing of
proxies shall be prescribed by t.he Board of Direct.ors. In any
ca se in which- a Represent.at.i ve 1.S unabl e t.o at.t.end a meeting, t.he
Member may be represent.ed by an al t.er-nate representat.i ve, as
provided in t.he Agency Agreement.
Section 9. Open Meeting. In accord~nce with Minnesota
Statutes, Section 471.705, all meetings of the Power Agency shall
be open to the public, and all records of the Municipal Power
Agency shall be made available for inspection by the public to an
extent. required t.o c6nform t.O t.he requirement.s of said Section
471.705 or any successor statute.
i
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ARTICLE III - DIRECTORS
Sect.ion 1. General Powers. Except. as expressly set. fort.h in
t.be Agency Agreement., t.he powers of t.he Municipal Power Agency
shall be exercised by the Board of Direct.ors. The Board of
Direct.ors shall have power t.O adopt rules and regulat.ions, not.
inconsistent with t.he Agency Agreement, these Bylaws, or t.he Act,
for t.he management. , administ.ration and regulat.ion of t.he business
affairs of t.he Municipal Power Agency.
Section 2. Election and Tenure. The names of t.he initial
Board of Direct.ors is set. f ort.h in t.he Agency Agreement. The
Direct.or s, if and when appointed or e 1 ect.ed , shall be appoint.ed or
el ect.ed and shall have t.he respective terms set. fort_h in t.he
Agency Agreement.
;-1-
Sect ion 3. Compensation and Expenses. Compensa t.i on of
Directors shall be set by t.he majority of vot.es cast. by t.he
Represent.at.i ves in accordance with the"weighted voting formula set.
forth in Sect.ion 9(C) of the Agency Agreement.
Sect i:>n 4. AccountinG and Audits. The Board of Direct.ors
shall est.ablish and maint.a in 3.D appropriate accounting system.
Unless ot.herwise det.ermined by the ma jor i t.y of votes cast by
/ Represent.at.i ves in accordance with the weighted voting formula set.
i forth in section 9(C) of the Agericy Agreement, a complete audit by
\ a cert.ified public account.ant. or a firm of cert.ified public
accountant.s licensed t.o practice l.n t.he St.at.e of Minnesot.a shall
be made of the Municipal Power Agency's account.s, books and
financial condi t.ions after t.he close of each fiscal year, and a
report. t.hereof shall be submitted t.o t.he Represent.at.i ves at. t.he
next'annual meeting. ~ .
Section 5. VotiI)q. Each Director shall cast one vot.e and,
except. where ot.herwise specifically set forth in t.he Agency
Agreement. or these Bylaws" all quest.ions shall be decided by
majorit.y vote.
Section 6. Seal. The Board of Directors may adopt. and al t.er
the seal of the Municipal Power Agency.
Section 7. Automat ic Direct.or s, Ties in Weight.ed Vot.e. In
t.he event t.hat. t.here exist.s a t.ie among t.he members wit.h t.he
greatest number of weighted vot.es allocat.ed to- t.hem pursuant. t.o
Sect.ion 9(C) of t.he Agency Agreement. , for purposes of t.he .'
select.ion and ret.ention of Members automat.ically represent.ed on
the Board of Direct.ors, t.he Member or Members which have sold
( except. for resale) the greatest. quant.i t.y of elect.ric energy in
t.he prior fiscal year shall prevail. The d et.erminat.ion of t.he
aforesaid energy sales shall be based upon t.he most. recent.
t
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ce rtificate of power sales, made by_the members pursuant to the
Agency Agreement and filed and of record with the Board of
Directors of the Municipal Power Agency at the time said tie
occurs.
ARTICLE IV -MEETINGS OF DIRECTORS
Section l. Regular Meetinqs. A regular meeting of the Boa r d
of Directors shall be held in conjunction with the annual meeting
of the Representatives. Unless otherwise determined by the BoaTd
of DirectoTs, the Board of DiTectoTs shall meet once each month at
a date and time, and upon such notice as shall be established by
the BoaTd of DirectoTs as the TegulaT monthly meeting. Unless
otherwise dete-rmined by the Boar d of Di'tectors,. all regular
meetings shall be held at the -registered off ice of the Municipal
Powe-r Agency.
In accordance with Section 9(E) of the Agency Agreement, and
when -the Municipal Power Agency has more than seven Members, four
directors are elected by the Representatives at the first meeting,
one of such Directors to have a term of one yea-r, one to have a
term of two years and two to... have a term of three yea rs .
Thereafter, at:. the annual ..... of the Representatives in each
meel-~ng
year, that DirectoT(s) whose term has expired shall be replaced by
( a newly elected Director(s). For all purposes of the Agency
Ag1:eement and these Bylaws, each of the Directors elected at. the
\
first meeting of the Representatives, in acco'!: dance with Section
9 (E) (2) of the Agency Agreement shall have a term expiring at the
annual meeting of the Representatives in the year in which his or
her term expires.
Section 2. Special Meetings. Special meetings of the Board
of Directors may be called . by the Chairman or by any two
Directors, pursuant to which the Secretary or the President shall
,..
give written or oral notice of the time, place and purpose of such
meeting to each Director not less than twenty-four hours prior
thereto. All special meetings of the Directors shall b€ held at a
suitable place and time to be select~d by the person or persons at
WhOSE direction the meeting is called.
Section 3. Waiver or Notice. Any DirectoT may waive, by
wr it in g , a!1Y. noti ce of a -meeting required to be given by th e se
Bylaws or by resolution of the Board of DirEctors. The attendance
at a meeting shall constitute a waiver of notice of such meeting
by such Director, except where such attendance shall be for the
exprE S5 purpose of objecting that any such meeting has been
lawfully called and convened.
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Sect ion 4 . Adjourned Meetings. Not hing contained in t.hese
Bylaws shall be deemed t-o prohibi t_ t_he adjournings without
recessing, of a meet_ing of Represent.at.i ves or Direct_ors, and the
cont.inuat.ion of such meeting at a later time, without notice ot.her
t_han such notice as shall be announced .upon the adjourning of the
meeting.
Sect_ion 5. Execut_i ve Commit_tee. The Chairman, Vice-Chairman
and President. shall const.i t.ut_e the executive commit_tee of t_he
Board of Direct.ors. The ex ecut.i ve commi t.t.ee shall exercise such
powers of t_he Board of Direct_ors as t_he Board of Directors may by
resolution delegate to it, including responsibilit.y for t-he
general direction and management_ of t-he Agency when t.he Board of
Direct_ors is not. in session.
ARTICLE V - OFFICERS
Sect.ion l. Number. The officers of t_he Municipal Power
Agency shall be a Chairman, Vice-Chairman, Secret.ary and
Treasurer, all of whom shall be Directors. The Board of Direct_ors
may elect. such other officers as t_hey deem appropriate from time
to time. Such ot_h er officers need not. be a Represent.ati ve or a
Director. In addition, t.he President, al t-hough not a Direct.or, ( ,.
shall be deemed t.o be an officer of the Municipal Power Agency.
i
i 'I Election and Tenure. At. t.he first
\ Sect.ion 2. meeting of t_he
BOard of Direct_ors, it. shall el ect_ t.he officers ( other t_han t_he
President. i who shall be employed as provided in Sect-ion 4 (E)
hereof} of the Muni cipal Power Agency, who shall serve until their
successors are elect_ed at the next annual meeting. Officers shall
t.hereaft_er be el ect_ed annually for one--:year t.erms. A vacancy in
any office shall be filled by t.he Board of Directors for the
unexpired portion of t.he term.
Sec:::t.ion 3. Removal of Officers. Officers may be removed by
t.he affirmat.ive vot.e of a ma jorit.y of t.he Board of Direct.ors for
cause or whenever in t.he JUDgment. of t_he Board of Direct.ors t.he
best. int.erest.s of t_he Municipal Power Agency will be served
t.hereby.
Sect.ion 4. Duties of Officers.
,
(A) The Chalnnan:
( a ) shall preside at. all meetings of t.he Represent:a-
tives and t.he Board of Direct.ors and, unless such dut.ies are
assigned by the Board of Directors to the President, shall be
r.he principal execut.i ve officer of t.he Municipal Power
Agency;
,
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(b) may sign any deeds, mortgages, indentures, deeds of
trust, notes, bonds, contracts or other instruments
authorized by the Board of Directors to be executed, except
in cases in which the signing and execution thereof shall be
expressly delegat.ed by t.he Board of Direct.ors or by the
Represent.ati ves or by these Bylaws to t.he President or to
some ot.her officer, Direct.or, Representat.i ve or agent. of t.he
Municipal Power Agency, . or shall be required by law t.O be
otherwise signed or executed; and
(c) shall in general perform all duties incident to the
office of Chairman and such other duties as may be prescribed
to him or her by the Board of Directors.
(B) The Vice-Chairman:
In the absence of the Chairman, or in the event of his
or her inability or refusal t.o act., t.he Vice-Chairman shall
perform the duties of the Chairman, and when so acting shall
have all the powers of and be subject t.O all rest.rictions
upon. the Chairman. The Vice-Chairman Shall also perform such
other .duties as from time to time may be assigned to him or
her by the Board of Directo~s.
f "(C) The Secretary: The Secretary shall:
\. (a) keep the minut.es oft.he meet.ings of t.he
Representatives and of the Board of Directors in one or more
-. books provided for t.hat purpose;
(b) see t.hat all notices are duly given in accordance
with the Agency Agreement, or these Bylaws or as required by
law; .
{c} be custodian of the Municipal Power Agency records
and of t.he seal, if any, of the Municipal Power Agency and
affix the seal of t.he Municipal Power Agency t.o documents,
and attest to same or to another signature, the execution of
which on behalf of the Municipal Power Agency under its seal
is duly authorized in accordance with the provisions of these
Bylaws;
(d) keep a regist.er of t.he names and addresses of all
Represent.at.i ves;
(e) have general charge of the records of the Municipal
Power Agency;
(n keep on file at. allt.imes a complete copy of t.he
Agency Agreement. and Bylaws of the Municipal Power Agency
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-.. containing all amendments thereto (which copy sha 11 always be
open ~o ~he inspection of any Representative); and
(g) in general perform all the duties incident t.o t.he
office of Secret.ary and such ot.her dut.ies as from t.ime t.o
time may be assigned to him or her by the Board of Directors.
(D) The Treasurer: The Treasurer:
( a) unless such dut.ies are assigned by t.he Board of
Directors to another person, shall have charge and custody of
and be responsible for all fun d 5 and securi t.ies of t.he
Municipal Power Agency;
(b) unless such duties are assigned by T.he Boa rd of
Directors r.o anot.her person or unl!:?5s ot.herwise provided by
cont.ract to which t.he Municipal Power. Agency is a part.y,
shall be responsible for the receipt of and t.he issuance of
receipt.s for all moneys due and payable t.o t.he Municipal
Power Agency and for the deposit. of all such moneys in t.he
name of t.he Municipal Power Agency In such bank or banks or
, other financial institution as shall be selected by the Board
of Directors; and
(c) in general perform all duties incident t.o t.he office
( ; of Treasurer and such ot.her dut.ies as from time to t.imemay
be assigned t.o him or her by the Board of Direct.ors.
(E) The Presid ent.. The Board of Direct.ors may appoint. a
President. who may be an employee of any Member. The
President shall perform such duties as t.he Board of Directors
may. require of him or her, shall have such aut.horit.y as the
Board of Direct.ors may vest in him or her and shall be paid
such compensat.ion as t.he Board of Direct.ors shall det.ermine.
The President may hire ot.her persons t.o be employees of t.he
Municipal Power Agency with t.he approval of t.he Board of
Directors. The President. shall be deemed to be an officer
of t.he Municipal Power Agency, alt.hough he or she need not be
a Director or Represent.ative. The Board of Directors may
assign to the President the duties of t.he principal executive
officer of the Municipal Power Agency_
Sect.ion 5. Surety Bonds. The Board of Directors shall
require t.he Treasurer and any ot_her officer or employee of t.he
Municipal Power Agency charged with responsibility for the custody
of any of it.s funds or property t.o give bonds for the fai t.hful
discharge of their duties, in such form and cont.aining such t.erms
and conditions and wit.h such. suret.y or suret.ies as t.he Board of
Directors shall determine. The Municipal Power Agency shall pay
for the bonds required of a.ny of its officers or agents.
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Sect.i on {). Compensation. The duties, t-erms of employment,
and compensation of all officers, agent.s, and employees of t.he
Municipal Power Agency shall be fixed by the Board of Directors.
Sect.ion 7. Agent.;;. The Board of Directors may employ or
retain legal counsel, engineering, archit.ectural, financial and
other professional personnel or firms in furtherance of the
purposes and powers of the Municipal Power Agency.
ARTICLE VI - NON-PROFIT OPERATION
Section 1. Non~Profit Operation. The Municipal Power Agency
shall operat_e on a non-profi t_ basis except as provided in t.he
Agency Agreement, and shall 'be financed as provided ~n r.he Agency
Agreement. .
ARTICLE VII - CONTRACTS AND FINANCIAL TRANSACTIONS
Section 1. Contracts. Subject to the Agency Agreement and
these Bylaws, the Board of Directors may authorize anyone or more
of its officers or agent.s t.o enter into any contract. or execut.e
and deliver any inst-rument. in t_he name and on behalf of thE:!
Municipal Power Agency.
. Section 2. Commercial Instrument_s. All checks, draft.s, or
! .
~ ot_her orders for t.he payment of money, not_es, bonds or ot.her
. evidence of indebtedness shall be signed by anyone Or mOre
officers, agents, Or employees, and in such manner, as the Board
of Directors may authorize.
Section .3. Bank Deposits. Unless otherwise provided by
contract: by which t_he Municipal Power Agency is bound, all funds
of the Municipal Power Agency shall be deposited to the credit of
the Municipal Power Agency in such bank or banks or other
financial institutions as the Board of Directors may select.
ARTICLE VIII - AMENDMENTS
The Agency Agreement. and these Bylaws may be amended in
accordance with t.he provisions of t_he Agency Agreernent_.
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MINNESOTA MUNICIPAL POWER AGENCY
,/ AMENDMENT TO BYLAWS
The Board of Directors of Minnesota Municipal Power Agency hereby adopts the
fOllowing Amendment to Section 9 of the Agency Bylaws, pursuant to the affirmative vote of
more than two-thirds Of the Representatives present and voting and the affirmative vote of more
than two-thirds of the total amount of votes cast by the Representatives present and voting in
,weighted voting, at a special meeting held in Minneapolis, Minnesota on March 27, 2001. The
Amendment is as follows:
Section 9 of the Bylaws, which currently states:
"Section 9 Open Meeting. In accordance with the Minnesota Statutes,
~ 471.705, ali meetings ot'the Power Agency shall be open to the public and all
records of the Municipal Power Agency shall be made available for inspection by
the public to an extent required to conform to the requirements of said ~ 471.705
or any success or statute."
is hereby deleted and revoked in its entirety, and replaced with the following provision:
"Section 9. Pursuant to Minnesota law, all meetings of the Minnesota Municipal
... Power Agency and all meetings of its Board of Directors shall be closed to the
public and shall be open only to members of the Board of Directors, their
i ) designated alternates, sUch other representatives of member cities as may be
\ permitted by the Board of Directors to attend such meetings, and such advisors,
consultants and attorneys as may be permitted by the Board of Directors to
attend such meetings. Provided, however, that upon motion duly made and
apprOved by the BOard of Directors, the Board may from time to time, open
meetings, or portibri$ of meetings to the public,
The records and information of the Agency shall be private and confidential."
I hereby certify that the above amendment was approved by a vote of more than two- ,.
thirds of the Representatives present and voting and by more than two-thirds of the total
amount of votes cast by the Representatives in weighted and unweighted voting at a spedaf
meeting, held pursuant to proper notice, on March 27, 2001 at 10:00 a.m. in Minneapolis,
Minnesota.
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Doc# 1379065\1
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MPA-8 5'\3t8 of MinneSOta
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SECRETARY OF STATE
To All To Whom These Presents Shall Come, Greetings:
Whereas, a Municipal Power Agency. Agreement and a certified
copy .of the Resolutions have been filed for record in the Office
of the Secretary of State, on the nineteenth day of May, 1992 , ..
for the incorporation of: ..
Minnesota Municipal Power Agency
under and in accordance with the provisions of Sectio~ 3, Subdivision
2 of Chapter 313, Laws of Minnesota. for 1976, as amended;
;
Now. Therefore, I, Joan Anderson Growe, Secretary of State
of the State of Minnesota. by virtue of t~e powers and duties vested
in. me by law, do hereby certify that, effective May 19, 1992, .
corporate existence commenced for the above named Municipal Power
Agency as a political subdivision of the state and a municipal
. . corporation.
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Witness my official signature
~ubscribed and the Great Seal ' .
of the State of Minnesota affixed ,.
this nineteenth day of May
in the year one thousand nine
hundred and ninety-two.
~~
Secretary of State.
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""Y\ AGENCY AGREEMENT
MINNESOTA MUNICIPAL POWER AGENCY
.This AGENCY AGREEMENT, dated as of May 11, 1992, between and
among the CITY OF ARLINGTON, the CITY OF BROWNTON, the CITY OF
CHASKA, the CITY OF.LE SUEUR, the CITY OF NORTH ST. PAUL, the CITY
OF OLIVIA, and the CITY OF WINTHROP, all cities orgC'nized and
existing unde~ the laws of the state of Minnesota (he~ei ~efe~~ed
to co+lectively as the "Cities"), and any and all Minnesv'a cities
becomirig pa~tie9 to thi.s Agency Ag~eement in accordance with its
terms afte~ the date he~eof (said cities togethe~ with the Cities .
being he~ein collec:tively ~efe~~ed to as the "Membe~s "), \
WITNESSETH
. WHEREAS, Minnesota Statutes, Section 453.51 th~ough 453.62,
inclusive (herein ~efel:'l:'ed to as the "Act", which tenn includes
any ame~droent thel:'eof), pe~mits any two .o~ more cities which are
o:rganized and existing unde't' the laws of the State o.f Minnesota
(Ol:' a city. charter adopted pursuant thereto) and which are
authorized by such. laws or chartel:' to engage in the local
distribution and sale of elect~ic energy, to establish and create
a municipal powe~ agency (refe't''t'ed to' hel:'ein as an n Agency",. which
te-rm has the same meaning herein as. the. te~m "municipat powe~
agt-~ncy" as defined in the Act) by the execution of an agen.cy
.. , ag't'eement (as such te-rm is defined in the Act.) auti.ori zed by the
~. i l:'esolution of the governing body (as such tenn is defined in the
" Act and hel:'ein l:'eferl:'ed to as a "Commission") of each city, and
the filing thereof. for recol:'d with the Secretary of State of
Minnesota; and
WHEREAS, the Act pl:'ovides that an Agency shall have certain
~ights. and powers. enumerated herein, .all of which the cities
desire to exe~cise through the fo~mation of an Ag~ncy; and
WHEREAS, each of the Cities is authorized either by the laws
of the state of Minnesota Ol:' by its city chal:'ter adopted pursuant
thel:'eto to engage in the local distribution and sale of electric
. energy; and C')
WHEREAS, the Commission of each of the Cities has authorized .~
and approved this Agency Agree~ent by l:'esolution duly adopted ~a C\l
certified copy of each such l:'esolution being attached .to l.",e copy C"')
hereof which has been filed with the Secl:'etal:'Y of Scate as {~
requir.ed by the Act and is herein 't'efen:ed to as a "Commission
R.esolution") and, as to each city in which the Commission is not
; the body chal:'ged by law Ol:' is chal:'te't' with the general contl:'ol of
the City's gove't'nmental affail:'s, the city council (as such term is
defined in. the Act). ot' otlier body cha't'ged by law. or its chartel:'
with the gr?:1r:>r.al contt'ol of its governmental affail:'s of each of
the Cities h.~ appt'oved and concu~t'ed in this Agency Agreement and
the Commission Resolution of that City r.elating thet'eto pursuant
.... . . . ... . . .-.. ..... .. ....- .... -.. .. ...... ... .. .. ...... ~.... .. ... .... . .... . ....... ... ........ . ..... ,~..
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to ~eso1ution duly adopted (a ce~tified copy of each such
-c-esolution being attached to the copy he"C'eof which has been filed
^ with the Sec~eta~y of state as. "C'equi~ed . by the Act Nnd he-r:ein
-c-efe"C'red to as a "City Council Resolution"); and
WHEREAS, each of the Cities desi~es to become .a membe"C' of the
below-mentioned Agency pu"C'suant to the Act by the execution of
this Agency Ag~eement.
NOW THEREFORE, each of the cities (and each of the Minnesota
cities becoming a Membe"C' of the below-mentioned Agency after the
date he"C'eof) does he"C'eby covenant and ag-c-ee, each in conside~ation
of the fo"C'egoing .and in conside"C'ation of the covenants and
ag"C'eements of the othe"C's, as follows:
Section 1. Creation alld Pu"C'pose. The below-mentioned Agency
is c"C"eated and incorp'o~ated as a municipal co~po~ation and a
political subdivision of the state Of Minnesota unde"C' and pu"C'suant
to the p"C'ovisions of the Act, to exe"C'cise the"C'eunde~a paLt of the
. sovereign powet"s of said state, in the acquisition, const~uct~on
and financing of facilities fo"C' the genet"ation and t"C'ansmission of
electric ene"C'gy ot" inte~ests in such facilities 0"C' "C'ights to pa~t
o~ all of the capacity the~eof, in o~de~. to secu~e an adequate,
economical and .~eliaDle supply of elect"C'ic energy, and in
_', fu~the"C'ance the"C'eof, to exet"cise. all of the powe1:s g"C'anted to an
() Ag6?tl'l"!Y by tl?e Act.
- Section 2. Name. The name of the .Agenc:::y c~eated by this
Agency Ag~eement shall be the "~innesot~. Municipal Powe~ Agency" ,~
(and is he"C'ein "C"efe~:r:ed to as the "Municipal Powe"C" Agency").
Section 3. Initial Members. Each of the cities "C"ep~esents
and wa~~ants.to all of the othe~ Membe"C's and to the Municipal
Powe~ Agency that:
(A) It is a city duly o~ganized and existing under the laws
of the State of Minnesota o~ unde~ a city. cha~te~ duly adopted
pursuant to the Constitution and laws of the State of Minnesota.
I (B) It is authodzed by such lat"S ot" charte!' to engage aha
is now engaged in the local dist~ibution and sale of elect~ic
ene~gy.
(C) The Commission Resolution has been duly and validly
adopted and has not been amended O"C' "C'epealed.
(D) The City Council Resolution has been duly and validly
adopted and has not been amenced o-r "C'epealed.
(E) The name of the City, its Commission and its Council,
and the date.s of adoption of its Commission Resolution and .City
Council Resolution are as indicated below:
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Authorized by Concur't"ed in. by
city Commission City Council
City of Arlington Jr 5-4-92
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City of Brownton * 4-27-92 -
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city of Chaska * 4-22-92
City of Le Sueur * 4-29-92
City. of NOLth st. Paul * 5-11-92
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Ci ty of Olivia * 4-20-92
City of winth't"op * 5-4-92
.,
*City Coun.cil is the "goveLning 'body" of the. City.
(F) It consents to the filing of this Agency AgLeement and
its city Council Resolution and. its Commission Resolution, if any,
with the sec't"eta't"y of state of Minnesota, and. 't'equests that a
_,.._..:~:__.a-^ -~ .: ~""^,""___'!"'t+-"; """.... ...+' +-"-1'0 u...."'~ "''';'1'''''\.':\1 n........,,....... ~ ,..,.n_ _.... "-^
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,- issued and 't.eco't"ded by the Sec't'eta't'y of state.
\,
section 4. Initial Rep't"esentatives. . The name and addresses
of the pe''t'sons in~tially appointed ,by the, Commi~sion Resolutions
. and the City Council Resolutions to act as the 't"ep-cesentative
(referred to he't'ein as . the "Initial Representative" ) of each of
the Cities, respectively, in the exercise of thei't" powe't"s as
members, are as follows:
Initial ,
City Representatives Add't'ess
City of Arlington Acden Kreft PO Box 466
Arlington, MN 5'5307
City of Bl:'ownton Curtis Cal:'rigan 528 2nd St. So, PO Box 238
Brownton, MN 55312
City of Chaska Dave Poko1:"ney One City Hall Plaza
Chaska, MN 55318-1962
City of Le Sueur Me't"vin Hentges 228 No. Main Street
Le Sueur, MN 56058
City of N01:"th Ron Schule't" 2526 East 7th Ave.
St. Paul N01:"th st. Paul, MN 55109
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City of Olivia Don Decker 305 East Oak .
Olivia,MN 56277
City of Winth~op Louis Melius 305 North Main street
Winthrop, MN 55396
Section 5. Selection and Term of Representati ves. Each
RepLesentative (which term includes the Initial Representative of
each member and. any su.ccessO'l: thereto at the time acting as
Representative) shall sel:"ve as the Representative of such City
until another Representative shall be appointed by a Conunission
Resolution of such City and filed for record with the Board of
Di recto't:s. Each member shall be represented by one (l)
Representative. In case a Representative shall resign .or shall be
incapable or acting as such Repl:"esentative due to death, illn~ss
or any other. cause, the Membel:" shall select a successor
Repl:"esentative by a Commission Reso1tl't:ion filed fo'!::' 'record with
the Board oi Dil:"ectol:"s, but nothing hel:"ein contained shall
prohibit the Municipal Power Agency fl:"om exel:"cising any of its
powers during .such vacancy and until such successor Repl:"esentative
(" '; is selected.
"
Any membel:" may, by Commissiol) Resolution filed for l:"ecord
with the Boa't"d of Dil:"ectol:"s, designate an alte-rnative
Repl:"esentative who shall have and be entitled to exel:"cise all
rights of the Repl:"esentative of that Membel:" in the event of the
death, absence, disability or resignation ~f. the Representative.
The Repl:"esentative of each Member shall .cast the numbel:" of
votes assigned to that Membel:" in accordance with the formula set
fOl:"th . in section 9 (e) hel:"eof. Each Representative of a city
becoming a Membel:" of the Municipal. Powet" Agency after the date
hereof pursuant to Section 9{A) he-reof, and each successor to such
Representative, shall be selected and sh::J.II act as . such
Rep1:esEmtative in acco1:da,nce with the. provisions of +-.his section
5.
Each vote ot" votes of a Representative, at an annu.al or
special meeting., shall be the vote ot" votes as, fOl:" and on behalf
of the membet" which he ot" she represents, and such vote or votes
shall be deemed conclusively to constitute the vote or votes of.
the l:"espective cities as members of the Municipal Powet" Agency f01:
all pU1:poses. of the Act, this Agency Ag1:eement and the Bylaws.
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Section 6. Initial Boa"Cd of Pi rectc"C s . The Initial
Rep"Cesentatives shall ce and shall cJnstitute the initial boat."d of
dit."ectot."s (het."ein refet."t."ed to as the "Board of Dit."ectors" and each
rnembet." of said Boat."d of Dit."ectoLs is het."l.~in t."e fet."t~ed to as a
"Director") of the Municipal Power Agency until the first meetings
of the Boat."d of Directot."s and Representatives, at which time the
terms of the ini tial Board of Directot."s shall expire and the new
Board of Dit."ecto"Cs, seiected in accordance with Section 9(E)
he-recf, shall take office. r
Section 7. Reqistet."ed.Office. The addr:e.ss of the "Cegiste-red
office of the Municipal Powet." Agency is One City Hall Plaza,
Chaska, MN 55318-1962.
The location of the "CegisteLed office of the Municipal
Powet" Agency may be changed by the Board . of Directors upon the
filing of a certificate of change of location with the Sect"etci:r:y
of State of Minnesota, as provided in Minnesota Statutes, Section
453.53 (5).
Section a. Members Not Liable. Neithet." the cities which are
Membe-rs of the Municipal powet A~Tency nor the Representatives
shall be liable for any of the obligations of the Municipa.l Power
Agency.
.. section 9. Other Provisions. The information set forth in
sections 1. th't'ough 8, inclusive, of this Agency Agreement is the
'--, information l:egui't'ed by Section 3, Subdivision 1, Paragraphs (1 )
through (8) , inclusive, of the Act. In addition, Pa't'ag't'aph ( 9)
thereof states that an agency agreement -may also include any other
p't'ovision for 't'egulating the business of an Agency ot' the conduct
of its affai't's which may be agreed by the membe-.: citi,es, -
consistent with the Act. In addition to the provisions set forth
in Sections 1 througp 8, inclusive, of this Agency Agt'eement, each
of the ci ties (and each of thp. ci ties becoming a Membe't' of the
Municipal Powe't' Agency after the date he't'eof) does he~eby. ag-.:ee as
follows;
( A) Additional Membe't"s. . Any city organi zed and existing
under the laws of the state of Minnesota or a city cha't"te't" adopted
pursuant thereto, and .authorized by or put'suant to such laws o't"
charter to engage in the local distribution and sale of electric
ene't"gy, may become a pat'ty to this Agency Agreement and a Hember
of the Municipal Power Agency upon the following conditions:
(1) The city shall file with the Boa't"d. of Di rector.s a
certified copy of a Commission R~solution and, if the city is one
in which the Commission is not th~ body charged by law with the
general control of the citY'5 gove~nmental affairs, a City Council
Resolution whereby the city (1.) an:ree5 to the p't"ovisions of this
Agency Agreement and the Bylaws, (ii ) -r:-equests +:0 bGcome a member
of the Municipal Powe"'C Agency, ann ( . .. \ appoints an initial
~~~,
Repr.esentative.
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r (2) No such city shall become a Membe-c of the Municipal
Power Agency until (A) its admission is approved at an annual or
special meeting of the Rep-cesentative by the a~fi-cmative vote .of
(i) two-thirds of all Representatives of then existing Members,
each casting one vote, and (ii) two-thi"Cds of the total votes cast
by the Representatives, in accordance with the weighted vot;ng
fo-cmula described in Section 9 (C) of t.his Agency Agreement, and
(B) such city deposits with the Board of Directors or agrees to
deposit with the Board of uirectors an amount equal to a share of
the costs and expenses incur-ced by the MuniciFal Power Agency and
payable from assessments prior to the date of admission of such
city as a Membe"C of the Municipal Power Agency, as detennined by
the vote of a' majority of the Representatives of then existing
Membe-cs, each casting one vote.
(3) The Board of Directo-cs shall by "Cesolution detennine
whether admission is approved by the required majorities of the
Pep"Cesentatives, and, if it so detennines, shall file certified :
cc.~ies of its resolution and the Commission Resolution and. the
Cit? Council Resolution with the Secretary of State.
i4} Upon such filing, the city shall become a Member of the
Municipal Po~e~ Agency fcr all purposes of the Act, this Agency
ACjreemer.t and 'the Bylaws, and shall have the same rights, duties
and obligations hereunder as the Cities constituting the initial
membe-cs~ .
( ,
\ Any ~em~er may withdraw from the Municipal power Agency up~n
the, following conditions: (i) the Merobe"C or its Rep-cesentative
shall have filed with the Board of Directors and the Secreta"Cy of
'State a certified copy of a Commission Resolution and, if the city
is one in which tl~eCommission is not the body charged by law with
the general control of the city's governmental affai"Cs; a
certified copy of a Ci~y Council Resolution expressing its desire
to so withd"Caw, {ii} if the Municipal Power' AgencYi pdo"C to the
filing of such Commission Resolution and City Council Resolution,
shall have incu"C-ced any obligation payable f"Com assessments in
accordance with section 9(1) he"Ceof which obligation matu~es afte"C
the'date of such filing, the withdrawing Membe-c shall have paid.,
or made a"CrangemEmts satisfactory tu the Board of Di"Cecto"Cs to
pay, to the Municipal Power Agency its. pLo l:ata pOLtion of such
obligation, .dete"Cminedin accordance with section 9(l) hereof, and
( iii) if any obligations of the Municipal ~ower Agency shall be
outstanding at the time, no Membe-c shall be permitted .to withd"Caw
from the Municipal Powet' Agency, if such withdrawal would reduce
the numbe, of Membe"Cs remaining in the Municipal Power Agency to
less than two (2).
Upon compliance with the above p"Covision, the wit hdrawing
c~. shall no longe"C be conside-ced. a Memb~r of the Municipal Power
Age..,;: fOL any t'eason 01:' purpose. unde-c tnis Agency Agreement o-c
the Bylaws. The wi thd"Cawal of a Memoe"C f"Com the Municipal Powe-c
Agency shall not affect any obligations unaer any contt'act between
the withdrawing Member and the Municipal PoweT Agency.
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Nothing contained in this Agency Ag~eement o~ in the Bylaws
shall be const~ued to prohibit any Member f~om (i) execUting one
or moxe othe~ agency ag~eements with other cities fo~ the purpose ._
of fonning other Agencies under the Act o~ (ii) exercising the
powe~s of an Agency as provided in Minnesota Statutes, Section
453.58. Nothing contained in this Agency Agreement o~ in the
Bylaws shall be construed to p~ohibit the Municipal Power Agency
from joining an organization or association composed of othe-c
Agencies created pursuant to the Act.
Any Member which has either defaulted unde-c a contract with
the Municipal Power Agency or failed to pay its assessments in
acco-cdance with Secti9n 9 (I) hereof, may be expelled from the
Municipal Power Agency at an annual or special meeting of the
Rep-resentatives by the. affi-cmative vote of ,( a) a majority of all
Representatives (including the Rep~esentative or Rep~esentatives :
of the defaulting Member), each casting one vote; and (b) a
majority of the total votes cast by such Rep-resentatlves, in ,.
acco-cdance with the weighted voting fonmula described in Section
9(C) of this Agency Agreement. The expulsion of a Member from the
Municipal powe-c Agency shall not. affect any obligations unde-c any
cont~act between the expelled Member and the Municipal Powe-r
Agency no-c its obligation to pay any moneys previously assessed
against such expelled Member.
> - (B) Matters. Requiring Membe-cs' App-coval. No action .on any
(, i of the following matters shall be unde-rtaken by the Municipal
Powe-c Agency except pursuant to a -cesolution adopted by-the Boa-cd
of Directors and approved by the Representatives, p-covided that
such app-coval of the Representatives may be given by a resolution
adopted by the Representatives whi.ch is gene-cal in scope and
continuous in nature and may delegate to the Board. of oi -cectors
the power to take any and all action reasonably necessary or
desi-cable to accomplish the purpose of the -cesolution:
(1 ) The issuance of bonds or notes. of the Municipal Power
Agency.
(2) The executi~n by the 1-1unicipal Power. Agency of any
cont~act payable primarily from assessments, when such contract by
its terms .will not expi _.> prior to the end of the Fiscal Year in
which it is executed.
(3) The incurrence by the Municipal Power Agency of arty
financial obligation in excess of that which is budgeted for the
Fiscal Year in which it is incuLLed.
(4) _ The. adoption and amendment of an annual operating
budget, if such budget requires thE? assessment. of exper.sE?s to
Members, as provided in Section 9{I) of this Agency Agreement.
(5) The admission 01: E?xpulsion of Membe1:s, as p1:ovided in
Section 9(A) of this Agency Agreement.
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{ 6 } The amendment to OT: teT:mination. of this Agency
.AgT:eement, as p'Lovided in Sections 9 (L) and 9 ( M) of this Agency
Ag'l:eement.
(7) The adoption and amendment of the Bylaws, as p"Covided in
Section 9(L) of this Agency Ag'l:eement.
(8) The election, removal and compensation of Di'l:ecto'l:s, as
p'Lovided in Section 9(E) of this Agency Agreement.
Each of the matters set forth above shall ~equire the
aPP'l:oval of the majo'Lity of the votes cast by the Rep'l:esentatives
ip_ accordance with the weighted voting fo"Cmula desc"Cibed in
section 9 (C) he'Leof, except as to those matters for which other
p"Covisions of this Agency Ag"Ceement require a greater pe'Lcentage,
or which specify that in substitution thereof. Or in addition
thereto, such matte"Cs shall be decided by the Representatives each :
casting one vote.
The Board of Directors and the Rep~esentatives shall take any
and all action which may be required under any contract Or
ag'Leement to which the M~.icipal Powe'L Agency is bound, including
any bond resolution, trust indenture 0'1: simi1a'l: financing
agreement ~ but nothing contained in this section shall be
construed to mean that any Member Or Representative is liable fo'L
/'.. any of the obligations of the Municipal Power Agency.
I .
\ .
(C) Vot.ing. Except as othe'CWise expressly povided in this
Agency Agreement, ~ach action at any meeting of the
Representatives shall be taken by a majority of the votes cast on
the ques'j:ion by the Repre.sentatives present, each exercisi!lg a
number of votes allocated to the Membe'L he 0'1: she represents. as
follows (referred to herein as a "weighted vote"):
(1) one vote; plus
(2) . one additional vote for each tull 5 ~OOO megawatt hours
of electric ene"Cgy pu"Cchased f"Com the Agency by the Membe"C du"Cing
such Member's most "Cecent fiscal year; plus
(3) if the '\Tt,.cesallocated to any Membe"C purs.u? ..t to clauses
(1 ) , and ( 2) would equal or exceed the total numbe"C of 'votes
allocated to all ot.her Members, its allocat.ion of votes shall be
reduced to one vcite. less than those allocated to all othe.-c
Members.
The allocaticn of votes to. each membe-c shall be made in
acco-cdance with the fo-cmula outlined above as soon as p-cacticable
afte-c the beginning of each Fiscal Yea-c. The allocation shall be
. made by the Secreta-cy of the Municipal .powe-c Agency based upon a
ce~tificate of the Commission or Rep~esentative of the Member., and
such ~116cation shall be verified by the Boa-cd of Dir.ecto-cs. Each
such allocation shall r.emain p.ffective until such time: as a new
- 8 -
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-. ~C.l('f'
.J.":J. , }
allocation is made for the next Fiscal Year.
(D) Meetings. Initial meetings of the Representatives and
of the Board of Directors 'shall be held upon the call of the
Directors, after notice, for the pu~pose of determining the votes
of Representatives as provided in Section 9 (C) hereof, adopting
Bylaws, electing Directors and officers, adopting an initi~
operating budget fo'!: the remainder of the Fiscr,~, Yea'!:, ana
transacting any other business that may come befo~e~he meetings.'~
The Bylaws shall be proposed by the Board of Directors and shall '-"
become effective when approved by iesolution adopted by the ''',
affi rmati ve vote of ( i ) two-thirds of the Representati ves, each ~.
casting one vote, and (ii ) two-thi1:ds of the votes cast by the "
Repiesentatives in acco~dance with the weighted voting formula set
forth in Section 9 (C) hereof. .Thereafter, the Representatives'
shall hold an annual meeting at a time and place provided in the
Bylaws o~ in a resolution adopted by the Rep'!:esentatives, at which
any ,business may be trans.acted, and special meeti1~.gs upon such
call and notic:e and at such times and places as may be provided by
or pu'!:suant ';:0 the Bylaws or in a resolution adopt.?d by the
Re.presentativ.~s .
(E) Boa"cd of Di.ectoL's. The powers qf. the Municipal. PoweL'
Agency shall be exercised by the BoaL'd of DiLectors in which shall
be vested all of the powers conferred on the Municipal pO'ft'er
\ Agency by the Act and this Agency Agreement other than those.
I powers described in Section 9 (B) he'reof which shall require the
approval of the Representa"cJves.. The initial Board of Directors
is set forth in Section 6 h'~;reof. Only Representatives shall be
eligible fOL election to the Board of Directors. Compens.ation for
Di recto'!:"s shall be set by the Representati vee. Di r.ecl:o"Cs shall
discharge their duties in good f~ith, and with that diligence and
care which an ordinary prudent pe.r.son in a like position would
exercise under similar circumstances. Actions by the BOC:ird of
DirectoLs may be taken upon the vote of a majority of the
Directo'!:s present and voting at any meeting at which a quo~um is
present. Di'!:ectors shall not cast ."weighted votes" and each
Director shall cast but one vote.
until the first meeti ngs of the Boa ro of Directors and
Representatives, the Initial Representatives shall constitute th~
Board . of Directors. At such initial meeting of the
Representatives, the new Di '!:ec'tors shall be selected as provided
below, and, at the time of selection of such new Directors, t~e
terms of office of the Initial Representatives as Directors shall
cease and such new Directors shall take office. If the Municipal
power Agency has seven members or less, the Board of Directors
shall consist of the Representatives from each of the members. If
the Municipal Power Agency has more than seven membe<s, the Board
of Directors shaIJ1 consist of. seven (7) .Dir.ectors, appointed 0<
elected as follows:
(1) The Representatives of the three membe<s which have the
gr.eatest number. of votes allocated to them rursuanr. to Section
- 9 -
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a~{;7
9(C} hereof shall automati~ally bp. n~rectors unless a~d until such
time as another Member is allocated a greatet" number of votes than
anyone of the th"l:ee stich Dlrectors, at which time the
Representative of such Membe'C sr-al1 eUi':omatically -cep1ace such
Dire.ctor on the. Board of I)irectoT.s. 'Ii.e other fou"I: Di't"ectors
shall be elected as provided in subseci-..i.oL (2) hereof.
(2) Four of the . Dir",~ctors. shall be elected by the
Representatives. All Representativ€:s, o'H.er. than thos~ em:itled
automaticaliy to be Di"l:ectors, shall be entitled to vot~ for such
Directors. Weighted voting shall nn+_ .3.:"lPl.Y to the l?:lecticn of
Di rectors and in such election t:a.ch ST'.ch Rl::.:presei1tatlv.~ s.hall be
entitled to the same vote o~ VOTes as aJ 1 utnet' Rept'I;$:;..:ltl:!.tives.
One of the elected Di"l:ec'tot's shan havA' a i.:~~tm of one (':) year;
one 'of the elected Directors shall hav~ a tp.~ of two ;2} years;
and two of the elected Di.recto'l:s shall ha~Te a te"l:m of three (3)
years, pr.ovided that such terms shall e~pi~~ at the annual meeting
of the Rep"l:esentati ves in the yea 1: in whi:::h the t.e t"n, is to expire.
Director(s} shall be elected at the annual meeting of the
Representatives in each yea 1:' to "I:eplc; ~e ~ha i: ni rector (s) whose
tenn has expired, and each Di recto'!: subs~~quertly elected shall
have a te~ of thLwe (3) years.
Any Di1:ecto'!: whose term has expi .ed but who has not been
'l:ep1aced by another' Dh:ecto't' shall continue as such Directo'C until
(i so replaced.
If the term of a Representative who is also a DiLector should
expire or should such .Representlltive resign OL become iLcapable of
acting, for. any reason, the suc~essor to such Representative,
appointed by the Member in accordance wit~ Sec~ion 5 hereof, shall
assume the vacancy on the BoaLd of Directors CLeated thereby.
Any Representative who has been elected to the Board of
Di'l:ectors in accordance with subsection (2) above, and who, dULing
the tenm thereof, shall be entitled to automatic Lepresenta~ion on
the SoaLd of Direct0Ts, pursuant .to subsection {I} hereof, shall
Lemain a Director, and the vacancy... caused by the, automatic
resignation of the other DiLecto't shall be filled by a
RepLesentative elected as provided in subsection (2) above, whose
term shall expire on the date on which the te.m (1<- the Directo't
previously elected would have expired.
The Board of D1 Tectors shall elect, annual.l v , ~t'om thei L
number, a Chairman, a Vice-Chairman, a secretary and a Tc~asurer.
Di'Lectors who j',ave been e.lected may be removed fa>:" lse a~. a
'. special meeting of the Representatives called for that ~u'tpose by
the affirmative vote of (i) two-thi-rds of the Rep.ese:ntativps,
E~ach casting one vote, and (ii) two-thit"ds of the votes cast by
the Representatives in accordance with the weighted voting formula
- 10 -
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'.
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'j..J" F)
described in Section 9(C) hereof. Any Director elected pursuant
to subsection (2) above and removed for cause shall be 't'eplaced by
a Rep't'esentative elected as provided in :;ubsection(2) above, and
the tenn of such new Director shall' expi re on the date on which
the removed Director's term would havp. expired. Any Directol:' who
is entitled to automatic representation on the Boal:'d ot Dil:'ectol:'s
pU1:suant to subsection (1) above and is l:'emoved fol:' cause shall be.
't'eplaced by a Rep't'esentative elected as p't'ovid~d in subsec~ion (1)
above, who shall remain a Di't'ectot" until the Member selects a
sUCcessol:' Representative to 't'eplace such t"emoved Dit"ectol:', at
which time such successol:' Rept"esentati ve shall replace such new
Directot".
Meetings of the Board of Directors shall be held in
accordance ~ith.the pt"ovisions of the Bylaws.
(F) Bylaws. The Boal:'d of Di't'ecto't's shall 't'ecommend and the
Repl:'esentatives shall adopt Bylaws fo't' the conduct of the affairs
of the Munici~al powet Agency. The Bylaws shall state the powers
delegated to .the Chair.man, Vice-Chairman,. Secretat"y and Treasurer.
The Bylaws may establish the office of .P't'e~ident to be filled by
an employee ~d sucb othe't' offices as it deems necessary for the
conduct of the affai rs of the Muni cipal . Power Agency, and the
Board of Directors by '!:"esolutionmay e.stablish the duties -and
compensation of such offices.
(e .
,
, (G) Powers. Unless rest~icted by the Bylaws, by resolution
adopted by a majority of the votes cast by the Rep~esentatives or
by contract, the Municipal Power Agency may exe~cise any and all
of the powers, rights and p'!:"ivilages granted to Agencies undel:' the
Act.
(H} Rest't'ictions on Powers. The Municipal Power Agency
shall be subjec~ to the following restrictions:
(i) it shall engage only in activities which are
pe't'mitted by the Act;
(ii) its intome sh~ll not in: ~2 to any private persons
or corporations;
(iii) if the Municipal Power Agency shall be dissolved
after payment of all indebtedness, all of its assets shall be
distributed to its Members; and
(iv.) no Member shall be indi\iidually liable for any
indebtedness incurred by the Municipal PrJ~"er Agency n01: fo'!:" the
indebtedness of any other Membe'C", nor liable for any purpose .in
excess of the assessments made against that Member, determined as
provided in Section i ( I ). -
- 11 -
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.
,
(I) Annual Budqet; Assessments. The Boa'l:d of
sha;l.1 p'l:epa-re an annual operating budget for each Fiscal Yei:::.::.:'. ...
The ope!'ating budget shall include estimated expenditu!'es fo'l: ~.::>.. ....... .. ',.
Fiscal Year less anticipated revenue to be de-cived from {:';::<:.':?/~...
Municipal Powe-c Agency's p-coperties, operations. and contra{i'~';' .<. ...
during such Fiscal Year not othe'l:wise app'l"op-ciated to debt of { . ,',c..;:':"
Municipal Powe'l: Agency. The e!Stimated expenditu'l:es shall inch;:...::.,.
the expenses to be incu-cred in the ope'l:ation and administ-cationi;;;S<(:.:!::<..
the Municipal Po",er Agency,. including the sala'l:ies of employ~'}~;t' '~: ..
and the payment of compensation fo!' a'l:chitectu'l:al, enginee't'ii::::':;'~; ..'., . .. .'
.legal, fiscal and simila-c services (unless such compensation coe;';:.;, .
witt-in the confines of clause (iv) below)) , and amounts ;:..'X" ,',; >>.
contingencies and rese'l:ves but shall not. include (i) the p't'incip'ai'.m i...".".;. , .. .
of, Ledemp'~ion premium Ot' inte't'esc: on bonds 0'1:' notes of the
Municipal Power Agency or any of its Members under any contract
fo-r the gene'l:'ation, t~.ansmission, distribution, purchase, sale o't'
othe't disposition of energy, (ill) the operation and maintenance
costs 'l:elating to any real or personal p'l:operty owned or leased by
the Municipal Power Agency o't' in which it may have an 1nterest fo'l:
the generation, transmission, dist'l:ibution, purchase, sale or
othe't' disposition of ene'l:gy, o't' (iv) any othe'l: costs, expenses ot:'
debts of the Municipal power Agency which are generally paid f'l:om
anticipated 't'evenue of the Municipal Powe'l: Agency, whethe't' o't' not
so paid. The annual ope-cating budget may but need not include any
( i moneys due and owed by the Municipal Powe'l: Agency to any.,thi-rd
, party. Estimated revenue shall include any and all moneys to be
\ derived by the Municipal Powe'l: Agency from ~ny source which is in
excess of that -cequired to pay those items set forth in clauses
(i), (ii), (iii), and (iv) above.
The Boa'l:d of Directo't's sha:l ,submit the p'l:oposed annual
ope'l:ating budget and p't'oposed schedule of 'l:ates, together with a
proposed schedule of assessment payment dates, to the
Re'presentatives at the annual meeting O'l: at a special meeting
called fo'l: that pu-cpose. The annual operating budget may be
adupted by a majo'l:ity of the. votes cast by the Rep't'esentatives,
each casting one vote, and a ma jor i t Y of the votes cast by the
Representatives in acco't'dance with the weighted voting fOLrnula set
forth in Section 9(C) he-ceof, at such meeting, including any
ac!journedsession thereof. Upon apP'l:oval of the ann~al ope-cai:ing
budget, the net amount of estimated expenditu't'es the'C'ein in excess
of the estimated -cevenues therein shall be deemed assessed against
the Members. The amount assessed against each Member shall be in
the same p't'opo'l:tion as the Member I s weighted vote bea-rs to the
aggregate amount of weighted votes capable of being cast by all
Members. Upon the approval of the annual operating budget by the
Rep-resentatives, the amount assessed against each Membe't' shall
berome 'an obligation of the Membe-r, enfo-rceable, except as
otherwise p-rovided in this Section 9, as a cont'C'act -right af the
Municipal Power Agency. Such assessments shall be paid in
accordance with the schedule p-repared by the Boa~1 0f ci'C'ecto-rs
and submitted to the Represent-ati yes fo-r the! r app-roval with the
- 12 -
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.0 .
.3~70
annual ope~ating budget.
Any Member voti~g against the proposed annual operating
budget and which does not wish to be assessed, must withd-raw f-rom
the Municipal Power Agency. within sixty (60) days of the date of
adoption of the annual ope-ra~ing budget by the Rep-resentatives, in
acco-rdance with the p-rocedu-re set fo-rth in section 9 (A) of this
Agency Ag-reement. Any such withd~awing Membe-r shal~ not be ~iable
fo-r the assessment p-reviously made, but shall be liable fo-r the
amounts, if any, calculated in acco-rdance with Section 9{A). If
any membe-r withd-raws f~om the Municipal powe-r Agency within sixty
(60) days of the adoption of the annual ope-rating budget, the
Boa-rd of Di-recto-rs shall p-ropose anothe~ annual ope-rating budget
which sha11 be appLoved ~nd assessed as set fo-rth above.
Any amendment to the annual ope-rating budget shall be
proposed by the Boa-rd of Di -recto-rs and app-roved by the
Representatives in the same manneL as the adoption of the annual
ope-rating budget.
No pe~son o-r Membe-r shall have any -right o-r cause of action
against any Membe-r not promptly paying any pa-rt of all of its
assessment, but such right o-r cause of action shall be vested
solely in, and may be exercised only by, the Municipal Power
Agency, which may enfo~ce the same as a contLact right against the
~. non-paying Membe-r. BefoLe exe-rcising any such -rights, the
, Municipal Powe-r Agency shall se-rve notice of.such .non-payment with
the Representati ve oo-r the Commission of the non-paying Member,
which notice shall state the amount of the unpaid assessment, and
demand payment therefor. If such Membe-r has not paid the
deficiency in full within thi-rty (30) days f-rom the date such
- notice 'was .se-rved, the .Municipal powe-r Agency may take any
enfo-rcement action deemed app-rop-riate by the Boa-rdof Di-rectors.
Subject to the ?-rcvisions of any cont-ract by which the
Municipal powe-r ~gency is bound to the cont~ary, membe-rs shall be
-reimbu-rsed for assessments paid from excess Levenues of the
Municipal power Agency in the mnnne'!." prescribed by the Boa-rd of
DiLecto-rs. ..
Any Membe-r which faD s to pay when due its assessments, and
any Member which bLeaches any contract with the Municipal Power
Agency, may be excluded f-rom membership in the Municipal Power
Agency as p-rovided in Bection 9(P of this Agency Agreement. Such
excluded Member shall continue to be liable for the unpaid
assessments or fo-c its obligations unde-c the cont-cact with the
Municipal Power Agency.
(J) Quorum. A quo-rum for a meet ing of the Representatives
is (i) a majority of the total number of Rep-cesentatives, and (ii)
that numbe-r of Representatives which may, by weightE'.dvoting, cast
a major.ity of the agg-cegate amount of votes capable of beir.g cast
by all Repr.esentatives.
- 13 -
.. .-.' , .... .......---........,.'.,...
t.. '..
. ....
;j~:f71. .
A quo~um fOL a meeting of the BoaLd of Directors is a
majority of the Ditectors.
Except where otherwise specifically. stated in this Agency
Agreement. or in the Bylaws, any action which 't"equi't"es .the
affi-rmative vote of E:. percentage of Rep't"esentatives o't" Directors
o't" a percentage of votes cast by the Representatives shall be
construed to be that pe'l:centage of. Representatives OL Di'l:ectors
pi:'esent and voting. o't" that pe'l:centage of votes capable of being
cast by such Rep'l:esentati ves p'l:esent and voting at a meeting at
which a quorum is p'l:asent, and no~ ~ha~ pe~centage of a11
.Rep'l:esentatives at' Di'l:ecto:cs 0'1: that - percentage of all votes
capable of being cast by all Representatives.
(K) Fiscal Year. Unless otherwise provided in the Bylaws or
in a 'l:esolution adopted by the Boa-rd of Di't"ecto'l:s, the. Fiscal Yea-r
of the Municipal Power Agency shall commence January I and end
December 31.
(L) Amendments to this Agency Agreement and Bylaws. This
Agency. Ag't"eement may only be amended at a t'egulat'. or special
meeting of the Rep't"esentatives for which notice stating the
pUt'p~se shall be given to each. Representative and any such
/. ') amendment shall only become effective when (a) approved by two~
( ) thirds of all of the Repres~ntatives, each casting one vote, (b)
app'l:oved by . two-thirds of the total numbet' of votes capable of
being cast y all of the Representatives, in accordance with the
weighted votingfonnu1a desct'ibed in Section 9(C) he'l:eof, (c)
approved and concUl:red in by Commission Resolutions and City
Council Resel utions of two-thi'l:ds of all of the Membet's,. and (d)
when such amendment, together with ce't"tified copies of such
Commission Resolutions and such City Council Resolutions a'l:e filed
with the Secretary of State.
The Bylaws may only be adopted and amended by (a) the
affi'l:mative vote of two-thi'l:ds of the Representatives present and
.voting, and (b) the affirmative vote of two-thirds .of the total .-
amount of votes cast by the Representatives in weighted voting, at
an annual or special meeting.
(1-1) Termination. This .Agency Ag'l:eement may'be teTminated by
(a) the "Tote of tWb-thi Tds of all RepTesentati ves, each casting
one vote, and (b) the vote of two-thirds of the total amount of
t~e votes cast by the RepTesentatives in weighted voting at a
regular meeting or a meeting specially called for that pUTpose, ...
but not until afteT all debts. of the Municipal Power Agency have
been paid; and only upon the appLoval of same by two-thi-C:QS of the
membe'Cs, as evidenced by Commission Resolutions and City Council
Resolutions filed with the Boa."("d of Directors. Thereafter, the
BoaTd of Directors shall liquidate the business of the Municipal
PoweL Agency as expeditiously as possible, distribute the net
- 14 -
.. .-- . ...... .. ....~.... .. ... ..... ..-.. .. ..-, .. -"..
. - '. . . - ..
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t.: '7.
;1972
proceeds to the Members in the ratio that the total assessments made against
each of them bears to the ~um of the total assessments made against all of them,
and file notice of such termination, together with such Commission Resolutions
and City Council Resolutions, with the Secretary of State.
. IN AND WHEREOF; THE CITY OF ARLINGTON, the CITY OF BROWNTON, the CITY OF -.
CHASKA, the CITY OF LE SUEUR, the CITY OF NORTH ST. PAUL, the CITY OF OLIVIA,
and the CITY OF WINTHROP have each caused this AGENCY AGREEMENT to be execUted
and attested by a duly authorized officer, have each caused to be attached here-
to the certified Resolution of its governing body; (~s such term is defined in
the Act) and the certified Resolution of its city council (or other body which
is charged by law or its charter with the general control of s~ch city's gov-
ernmental affairs), and have caused this AGENCY AGREEMENT to be filed with the
Secretary of State o~ Minnesota requesting therefrom a Certificate of Incorpor-
ation, all as of the day and year first written above.
,
} (Sea 1)
Attest:~~ ~ .
By 'V ~
. Ar en ru je .
City Clerk/Treasurer
:
.
-15-
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~l/I4 ~ .,
~ J.am Sa erg, Ma r
p ~
By trf'\ -{
Ron Schuler, Representative
(SEAL)
Attest~y ilt; Mt: .. .'
:
Robert Gatti, City Manager
BY~.~~
ohn Stumpf, May . '..
i ,
i BY~~
Don Decker, RepTesentative
j
I ( SEAL)
j
.
.
~
~ Attest:
,. Byfr~J~~
~
,
I.
;
i Donald W. tede-cick
I City Administ~ato~
\
~ By ~..y~~
Louis Me ~us, Mayot
(SEAL)
Attest:
By
i
,
./ '" " ,.
\ . . . .
" CITY OF BROWN TON
( SEAL )
Attest:
By ~~~~~~
C . tnia. Lindeman
City Clerk .
,
By
( SEAL) < :
, .
.
;
i
!
,
.,oj
,CITY OF LE SUEUR ..'
BY~7' "
,
Jo King, Mayor .
B..~'~
Y . ..
Mervin Hentge~, Representat~ve
( SEAL ) :
Attest:
, By~~ 1,,",'.Qo~
t
(
Kathleen M. Johannsen
i City Clerk. ~JtIt- ,~
w~ ~am Sa erg, Ma r
() j?J~'1
By K'n.
Ron Schuler, Representative
(SEAL)
Attest: /J
/
",........... .... ,"" '"
.
. ". co /Jo lee
n~ /
\. f\ \ \\ 1993 - 1 8f>l;lt - .::096
\' K1:HNE80'1'A MUNICIPAL POWER AGENCY (THE "AGENCY")
~u::S~t.tJTION OF THE REPRESENTATIVES OF THE AGENCY
WHEREAS 1 the Board of Directors has recommended three
..amendments to the Agency Agre.ement 1 and
WHEREAS, .the.representatives of the Agency have discussed
~nd studied the proposed amendmen~s to the Agency Agreement
'and .are collectivelY of the opinion that the proposed
changes .to the Agency Agreement.are necessary and
appropriate and will ~acilitate the goal of the Agency to
provide economic and reliQbl~ power to its members.
NOW THEREFOitESl: IT RESOLVED by the Representatives of the
Minnesota Municipal Power Agency: .
1. That the Agency Agreement be amend~d by changing
Sections 9 (B), 9 (E) and 9 (M) to read as follows.:
!: )
'\:' Section 9(B) of the Agency Agreement is he1!eby amended to yead as
follows:
(B) Mattel's .ReQ1.!irinQ Mertlbe-rs t Approval. No action on any
of the following matters shal i be ullde!"ta~en by the Municioal
Power:. Agency except pUl!suant' to a reso' ution adopted by the Bo"ard
of Directors and approved by the Representatives, provided that
such app-rpva1 of the Representatives may be given byaresolution
adopted by th~ R.epre~e.ntatives .which is genera.' . in scope and ..
cont.imious in natUl!e .and may del~gate to the -Board of Directors
the power to tak,e any and a" ~.cti'on reas'onab1 y necessary or
desirable~to accomplish ~he purpose of the resoiution:
. (l) The issu~nce of bonds or not:e~ of tr~ ~hl!'lici?a: f'OwE::t'
Agpn~y.
. (2) The execution by the. Municipa' Power Agency of any
contract payabl e primari'y fronl assessments, when such contract by
it~ te~ms wi'1 not expire p~~or to the end of the Fisca' Year in
which it is executed.
(3) The incurrence by the Municipa 1 Power Agency of any
financi-=ll obligation ~n excess o.f that which is budgeted for the
~isca' Year~in which.it is incurred.
(4) The adoption and amendment of an annua' operating
budg~t, ~~__~~e~~~--~e~~~~e~-~-a~~e~~men~-~-e~pen~e~-~
Me~ee~6T as provi~ed in Sec~ion 9(1) of this Agency Agreeme~t.
.,. u "......
.:J099
(5) The admission or expul sion of Membe!'s, as provided in
Section 9(A) of this Agency Agreement.
( 6.> The amendment to or tet-minat-ion of this Agency
Ag~eement, as provided in Sections 9(L) and 9(M) of this Agency
Agreement.
(7) The adoption and amendment of the Bylaws, as provided in
Sectiqn 9(L) of this Agency Agreemept..
(8) The election, r~moval and compensation of Directors, as
provided in Section 9(E) of this Agency .Agreement.
Each of the. matters set forth above shal1 'require the
approval of the majority of the votes cast by the Representatives
in accordance.with the weighted voting formula described in
Section 9 (e) hereof, except as to those -.matters. fo'r which othe'r
. provis.ions of this AgOency Ag.reement 'require a greater percentage,
or which specify that in substit~tion thereof or in addition
the-r:eto, such matters shall be decided. by the Representat~ves each
casting one vote. -
) The Board of Directors and ~he .Repre~entatives shall take any
and ~"acti~n which may be ~~quired under any" contract or
agreement to which the Municipal Power Agency is bound, including
any bond resol ution,. trust indentut:e or simi1 ar financing
ag~eement~ .but nothipg contained in this section shail be
eonst~ued to mean tha~ ariy Member br Representative is liable for
a~y of the "obligations of the Municipal Power Agency.
section geE) of the .Ag~ncy Agreement is her~by amanded to ~ead
as fo 1 lows: .. .
tEl Board of. Directo't's.. The powets of the Municipal Power
Agency shall be exe~cised by the Bocrd of birectors in which shall
be vested a11 of the powers confer"t'ed on the Municipal Powel:
Agency by the ..Act and "this ~g~ncy Agreement other than those
.powers desc!'ibed. in Section 9(B} hereof which sha"_ require the
approva' Lf the ~~pre~enta~ives. ~he i~itia' Board of Directors
is set forth ilj S~ction. 6 hereof.. Only Representatives shall be
e1igib1e for election fo the Boa"t'd of birectors. Compen~ation for
Di !'ectors sha" b.e set by the R~presentati ves. Di rectors .shal' .
dis.charge their duties in good fait.h, 'and with that di 1 igence and"
ca i"E: which an. ot'dinary prud ent person in a , ike position wou'd
exercise under si.mi' at' ci rcumstances. Actions Oy the Board of
Oi rectors may be taken upon the vote of a majo.~ity of the
oi rectors pres.ent a.nd voting at any: meeting" at which a quorum is
present. Directors shall. hbt cast. "~eighted votes" and. each
Di~ector sha" cast but one vote.
". -'..' .." ". ...'.;.,...... '. "....,... "..... ..... ....,....
--
j
3100
Unti' the first mee~ings of the Board of Directors and
Rep1!'esentatives, the Initia' Repl'esentatives sha" 'constitute the
Board of Di1!'ectol's. At such initia' meeting of the
_ Rep1!'esentati ves, the new Di 1!'ectors sha" be se' ected as provided
below, and, at the ti.me of se'ection.of such new Directors, the
terms of office of the Initia' Representatives as Di1!'ectors shall
cease and such new Directors sha" take office. If the Municipal
Powe~ Agency has ~ eight members or 1 ess, the Boat'd of
Directot's sha.11 . con.sist .of th.e. Repres.entatives from each of the
membel's. If.the Municipal Power Agency has more than S.VQ~ eight
membe1!'s, the Boar~ of Directors shall consist of seven (7)
Directors, appointed or ele7ted as fol'ows:
(1) The Representatives of the thr~~ m~rnbers which have the
greatest number of votes al'ocated to them pursuant to Section
9(e.) he1!'eof sha" automatica"y be Dire.ctot"s unless arid until such
time,as another Member is allocated a greater number of votes than
anyone of the three such Directo1!'s, at which time the
Rep1te.sentative of such Member shal' automatically replace such
Di rector on the Boa1td of . Di rectors. The. other .four Directors
i i sha 11 be e1 ected as provided in subsection <.2) hereof.
\, .. .' .
(2) F.our of the Diiectors shall be el ected by the
Repres.~ntatives,.. .An . Representatives, other than those entit' ed
automatically to be Di1!'ectors, shal' be entitled.to vote for such
Di rectol's. ~eighted . voting sha" not app' y to the el ection of
Directors and in. such e' ection .each such Repr.esentative sha' 1 be
entitled. to the same vote or vo~es a~ a" other Representatives.
One of the elected Dir~ctors sha" have a ter~ of one (1) year;
one of . the'..e'e.cted Directo'l:s shan .have a tenn of two (2) years:
and two of the e' ected Pi'rectors shan have a term of thre.e (3) ..
yeat's, pl!"ovided that such terms.. shal.' expire at the annual meeting
of the Representatives in the year in which the term is to expire.
Dire~tor(s) .sha" be ~'acted at. the annual meeting of the
Representativ'es in each year to repl a-::e that ni rector (s) whose
term has expired, ana each Director subseq\;ent.1y elected sha"
have a term of three (3) years.
Any Di rectOl!" whose. term.. has' expired but who has not been
replaced by another Director sha" contin~E as such Director until
so replaced. ..
If the term of a Representative who is also a uirector should
expire or should such Representative resign o~ become incapable of
acting for any reason, the successor to su~h Representative,
appointed by the Member in ac~ora~nce with Section 5 hereof, shall
assum: the vacancy on the Board of Directors created thereby.
. """"":,;,:,". ',";T;'.l:;~""' '.. .:....1.1...; 1:'.:"":'-"'.';7;WO;.:".:,,:."', ;',1"1;'."'., '"11'r~'IW;;:;; ;.",,:';':' ':..1.....1"..; ,W;;":;,,I:,;"":I"I'!:':~ ',~:':'-~':,:,:;~,:!:;';:';ri"i.\-i ..,.."':','1 .,...,....;~,.;;:'.,.:';;':'.;;'TI"I:I"I..;:.. .......:~ ','1,' . , .. . ,','; ;""',",";',::r':~!'.:':-:~ ,.'T;:r:.,:'.;'....i;;.;,~.,,:;,':'r..:'''~:,;n::..''';o:;;T,':1;,;;;"~.;'~';"" .,:',:;Z,,:':,", :;;\;1,';,'''';';;;;';,.. ....., . n' . - _.':: .~.-:;;;':. ~.:: '. ':' , . ...... ,
1
:1101-
\ Any Repres.entative who has been e'ected to the Board c:
, Directol:"s in accordance with subsection (2), ahove, and who, d\Jrinq
the tel:"m thereof, sha" be entitled to automatic rep~esentation on
the Board of, Directors, .pu:-suant to subsection (l) hereof, shal'
remain a Directot', arid the vacancy caused by the automatic
resignation, of the otherD1rector shall be fi,ied by a
Rep~esentative elected as provided in subsection (2) above, whose
te'rrn sha' '\ exp; t'e on the date on which the te:~m of the Director
previously elected would have expired.
The. Boa'rd of Directors shai, el ect, annual' y, from thei r
number, a Chairman, a Vice-Chairman, a Sec'retary and a Treasurer.
Ci'rectors who have :been e'ected may be removed for C3use at a
special meeting of the . Represen.tatives ca"ed for that purpose by
the aff i rmati ve vote c.f (i j t.wo-thi rds of the Rep'resent:ati ves,
each casting one vote. and (ii) two-.i:hirdsof the votes cast by
the Rep'resentatives in accordance with the weighted voting formula
described in Section 9{C) hereof. Any Director el ected pursuant
to subsection (2) above and removed for cause sha" be ~eplaced by. '
a Representative elected as provided in subsection (2) above, and
the term of such new Director shall expire on the date on which
the 'removed Di,recto'r's te'rm. would have expired. Any Di"n?~ctor w.ho
is ~ntitled to autom~tic representation on the Board of. Di'rectors
pursuant to subsection (l) ab0ve .and. is. removed for ~ause sha.' 1 be
" . rep'aced.by a Repres~ntative ~lected as.provided in subsection (1)
~ / above, who sha)1 remain a Director until 'the Member selects a
. succ~ssor Representative.: toq. repl ~ce. such. removed Director, at
which time such. successor Re.presentati,ve. shan.. 'rep' ace such new.
Director.
.Meetings of the Board of Directors shall be he'd .in
accordance with the provisions .of the BY'aws.
Section 9{H) .of the 'Agency Agreement is hereby amended to read
as fon ows.
.CM) Termination. This Agency Agr.eement may be terminated by
(a) the vote of two-thircis of a". Representatives,. each casting
one vote, and (.b) t.he .vote of two-thirds of t,he total amount of
the votes cast by the Repres~nt~tives .in weighted voting at a
regular meeting or a meeting specia"y. caned for that purpose,
but not lInti 1 af tet' a l' .dehts of the Municipa' Powe-:- Agency have
been paid: and 0nly upon the approval of same by two-thirds of the
m€:rr:bers, as evidence.d by Commission Resol utions and City Counci 1
Reso1ptions filed .with the Board 'of Dit'ectors. Thereafter, the
Board of Directors shal' 'iquidate the business of ,thE. Municipa'
Power Agency as expeditious'y as possible, distribute.the net
proceeds to the Members in .the ratio that the tota' power and
en2rgy purchased from the Agency by each of them ~~
-.,.~a~Fl5-&-.e.a~-~f--t'fl.em'" be"1r::; to the sum of the tota' power and
energy plHchased f rom the Ag~ncy by a~5e~~PP1el'l'e!' - mod~- ~-nst all
of them, and file notice of such termination, together with such
commission R2so~ution::. and City Cqunci' Resolutions, with the
secr~tary of Stat~.
...-... .... - ..._....~ -.": . - ~.;.:..".,'". . .... _.~;.;'~:'.~..:.~....:.~. :-,::-; : .......-::.~;-': . ~':'... ..-...... .... ::""'.' ..... . ... __', . :':'.-;' ;_.....". .... .~:.._".,:_ .. n. ...-.... ".",~."..... -.:....... . .. ': 'r :. . ,,-;'. ~';"~'.' .... .....-
..
- a1.02
2. That each Member 'be provided with a proposed resolution
of appr~val and concurrence to be adopted by the Member's
city council.
3. .That this resolution, together with the concurring
resolutions of the City.Councils of Members be filed with
the Secretary of state of the state of Minnesota.
FOR ADOPTION: Anoka." Arlin~ton. Chas~. Le Sut..om'. ~. St. PaUl.
. . Olivia, lfu1throti. . (BrOOtoil absent) .
AGAINST' ADOPTION: ~one . .. .
Adopted and passed this 3rd , 1993.
-
ATI'F'.ST :
( (Z~,~di '1.' 1
, f~~l.v~~.& 'L___ _ _ .
Secretary
2004 - 1
MINNESOTA MUNICIPAL POWER AGENCY (THE "AGENCY")
RESOLUTION OF THE REPRESENTATIVES OF THE AGENCY
WHEREAS, the Board of Directors has recommended two amendments to the
Agency Agreement, and
WHEREAS, The Representatives of the Agency have discussed and studied the
proposed amendments to the Agency Agreement and are collectively of the
opinion that the proposed changes to the Agency Agreement are necessary and
appropriate and will facilitate the goal of the Agency to provide economic and
reliable power to its members.
NOW THEREFORE BE IT RESOLVED by the Representatives of the Minnesota
Municipal Power Agency:
1. That the Agency Agreement be amended by changing Sections 9(A)(2) and
9(E) to read as follows:
Section 9(A)(2) of the Agency Agreement is hereby amended to read as follows:
9(A)(2). No such city shall become a Member of the Municipal Power
Agency until (A) its admission is approved at an annual or special
meeting of the Representative by the affirmative vote of (i) two-
thirds of all Representatives of then existing Members, each casting
one vote, and (ii) two-thirds of the total votes cast by the
Representatives, in accordance with the weighted voting formula
described in Section 9(C) of this Agency Agreement, and (B) such
city deposits with the Board of Directors or agrees to deposit with
the Board of Directors a New Member Fee in an amount equal to 3
sh3re of the costs 3nd expenses incurred by the Municip31 Pm.ver
Agency 3nd p3Y3ble from 3ssessments prior to the d3te of
3d mission of such city 3S 3 Member of the Municip31 Pmver
^gency, 3S determined by the vote of a majority of the
Representatives of then existing Members, each casting one vote.
Section 9(E) (as amended) of the Agency Agreement is hereby amended to read
as follows:
(E) Board of Directors. The powers of the Municipal Power
Agency shall be exercised by the Board of Directors in which
shall be vested all of the powers conferred on the Municipal
Power Agency by the Act and this Agency Agreement other
than those powers described in Section 9(B) hereof which
shall require the approval of the Representatives. The initial
Board of Directors is set forth in Section 6 hereof. Only
Doc# 1843258\1
Representatives shall be eligible for election to serve on the
Board of Directors. Compensation for Directors shall be set
by the Representatives. Directors shall discharge their
duties in good faith, and with that diligence and care which
an ordinary prudent person in a like position would exercise
under similar circumstances. Actions by the Board of
Directors may be taken upon the vote of a majority ofthe
Directors present and voting at any meeting at which a
quorum is present. Directors shall not cast "weighted votes"
and each Director shall cast but one vote.
Until the first meetings of the Board of Directors and
Representatives, the Initial Representatives shall constitute
the Board of Directors. At such initial meeting of the
Representatives, the new Directors shall be selected as
provided below, and, at the time of selection of such new
Directors, the terms of office of the Initial Representatives as
Directors shall cease and such new Directors shall take
office. If tho Municip31 PO'Ner Agency h3s eight members or
J.e.ss, The Board of Directors shall consist of the
Representatives from each of the members. If the Municipal
PovlOr j\,gency h3s more than eight members, the Board of
Directors shall consist of seven (7) Directors, 3ppointed or
elected as f{)lIows:
(1 ) The Representatives of the three members which
h3ve the greatest number of votes 3110c3ted to them
pursuant to Section 9 (C) hereof shall automatically
be Directors unless and until such time 3S another
Member is alloc3ted 3 gre3ter number of votes than
anyone of the three such Directors, 3t 'Nhich time the
Representative of such Member shall automatic311y
replace such Director on the Board of Directors. The
other four Directors sh311 be elected as provided in
subsection (2) hereof.
(2) Four of the Directors shall be elected by the
Represent3tives. 1\11 Representatives, other than
those entitled 3utomatically to be Directors shall be
entitled to vote for such Directors. 'Neighted voting
shall not 3pply to the election of Directors and in such
election each such Represent3tive shall be entitled to
the S3me vote or votes as 311 other Representatives.
One of the elected Directors sh311 h3ve 3 term of one
(1) ye3r; one of the elected Directors sh311 h3ve a
term of two (2) ye3rs; and two of the elected Directors
shall have a term of three (3) years; provided th3t
2
Doc# 1843258\1
such torms sh311 expiro 3t tho 3nnu31 meeting of the
Roprosentltives in the Y03r in which tho torm is to
expire. Director(s) sh311 be elected 3t the 3nnu31
mooting of the Reprosentatives in e3ch ye3r to
repl3co th3t Diroctor(s) '/lhose torm h3S oxpirod, 3nd
e3ch Director subsoquently eloctod sh311 h3'lO 3 term
of throe (3) ye3rs.
Any Diroctor 'Nhose torms h3s expired but who h3s
not boen repl3cod by 3nother Director sh311 continue
3S such Director until so repl3ced.
If the term of a Representative who is 31so 3 Director should
expire or should such Represent3tive resign or become
incapable of acting for any reason, the successor to such
Representative, appointed by the Member in accordance
with Section 5 hereof, shall assume the vacancy on the
Board of Directors created thereby.
Any Reprosent3tive who h3s been olected to the B03rd of
Directors in 3ccordance with subsection (2) 3bo'Je, 3nd \Nho,
during tho term thereof, sh311 be entitled to automatic
reprosont3tion on the B03rd of Diroctors, pursu3nt to
subsection (1) horeof, sh311 rom3in 3 Director, 3nd the
'Jac3ncy c3used by the autom3tic resign3tion of tho other
Diroctor shall bo filled by 3 Ropresontativo olected 3S
providod in subsoction (2) 3bove, whose torm sh311 expire on
tho date on which tho term of tho Diroctor previously olocted
'Nould h3vo expired.
The Board of Directors shall elect, annually, from their
number, a Chairman, a Vice-Chairman, a Secretary, and a
Treasurer.
Directors who h3ve beon elocted may be removed for cause
at a special meeting of the Representatives called for that
purpose by the affirmative vote of (i) two-thirds of the
Representatives, each casting one vote, and (ii) two-thirds of
the votes cast by the Representatives in accordance with the
weighted voting formula described in Section 9(C) hereof.
Any Director elected pursu3nt to subsection (2) 3bove 3nd
removed for causo sh311 be replaced by 3 Roprosont3tivo
olocted 3S providod in subsection (2) 3bove, and the torm of
such new Director shall oxpire on the d3te on 'Nhich the
removod Director's term would h3vo expired. Any Director
'Nho is entitled to 3utom3tic representation on tho B03rd of
Directors pursu3nt to subsection (1) 3bove 3nd is romovod
3
Doc# 1843258\1
for couse sholl be ropl3ced by 0 Representoti'Je elected os
provided in subsection (1) obove, who sholl remoin a
Director until the Member selects 0 successor
Reprosentotive to repl3ce such removed Diroctor, ot which
time such successor Representotive sholl roplace such new
Director.
Meetings of the Board of Directors shall be held in
accordance with the provisions of the Bylaws.
2. That each Member be provided with a proposed resolution of approval and
concurrence to be adopted by the Member's City Council.
3. That this resolution, together with the concurring resolutions of City Councils
of Members, be filed with the Secretary of State of the State of Minnesota.
FOR ADOPTION: Anoka, Arlington, Brownton, Chaska, Le Sueur,
North Saint Paul, Winthrop
AGAINST ADOPTION: None
NOT PRESENT: Olivia
Adopted and passed this 27th day of January, 2004.
Chairman
ATTEST:
Secretary
4
Doc# 1843258\1