Attachment A: Definitions
“Annual Retail Electricity Load” means the annual amount of metered electricity delivered
to retail consumers and supplied through the Member CPA during the most recent 12 whole
months, or if less than 12 whole months of load have been supplied, an annual amount
extrapolated from the most recent whole months.
cumulative and the exercise of one right or remedy shall not impair the right of the Corporation to
any or all other remedies.
SECTION 2. Checks, Notes and Contracts. The Board shall determine who shall be authorized
on behalf of the Corporation to sign bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents.
ARTICLE XIV
TERM; TERMINATION; LIQUIDATION; DISTRIBUTION
any entity that does not qualify for membership in the Corporation or that would adversely affect
the tax status of the Corporation.
SECTION 5. Project Committees. There will be a Project Committee for each Project consisting
of one Director or alternate from each participating Member, which shal! adopt procedures for the
committee to follow as deemed appropriate for the Project.
ARTICLE XI
BONDS AND NOTES
purposes of this Article X only both are referred to as “Projects”) within the purpose and power of
the Corporation and to adopt general policy guidelines for their implementation. ‘‘Project
Contracts” means contracts between and among the Corporation and its Members for the Projects.
Nothing contained in a Project Contract shall obligate non-participating Members in any respect
with the Project.
powers and responsibilities of the Audit Committee shall be specified in an Audit Committee
Charter, which shall be adopted from time to time by the Members at the Annual Meeting.
respective chairperson of each committee, or by the Chair, provided that notice is given to all
members of the committee in person, by telephone, or by electronic mail at least 24 hours in
advance of the meeting. All committee meetings shall comply with New Hampshire’s Right-to-
Know Law, NH RSA 91-A, and as it may be amended. Reports of committee meetings shall be
presented to the Board at its next regular meeting, and each committee shall furnish copies thereof
to the Secretary to be maintained with the records of the Corporation. Any committee member
ARTICLE VI
MEMBERSHIP MEETINGS
SECTION 1. Annual Meeting of the Members. Membership meetings in the Corporation as
reflected in the By-Laws shall substitute for, and fully satisfy, all membership meeting
requirements under this Agreement.
SECTION 2. Expenses. Each Member shall bear its own expenses, including the expenses of its
designated representative (s), for attendance at all regular and special meetings.
ARTICLE VII
BOARD OF DIRECTORS
connection with a particular Project, Project Agreement, or Member Service and shall be
allocated to, and recovered from, each Member on a pro rata basis in accordance with the
following formula: Member CPA’s Annual Retail Electricity Load divided by all Member
CPAs’ Annual Retai! Electricity Load; and
SECTION 3. Additional Members. Any eligible entity may become a Member of the
Agreement pursuant to the same terms for Membership in the Corporation as reflected in the By-
Laws.
SECTION 4. Voluntary Withdrawal of Member. Voluntary withdrawal of a Member from the
Agreement shall be pursuant to the same terms for voluntary withdrawal of membership in the
Corporation as reflected in the By-Laws.
