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453A.03 MUNICIPAL GAS AGENCIES; INCORPORATION.
    Subdivision 1. Two or more cities, resolution. Any two or more cities may form a municipal
gas agency by the execution of an agency agreement authorized by a resolution of the governing
body of each city. The agency agreement shall state:
(a) that the municipal gas agency is created and incorporated under the provisions of sections
453A.01 to 453A.12 as a municipal corporation and a political subdivision of the state, to exercise
thereunder a part of the sovereign powers of the state;
(b) the name of the agency, which shall include the words "municipal gas agency";
(c) the names of the cities which have approved the agency agreement and are the initial
members of the municipal gas agency;
(d) the names and addresses of the persons initially appointed by the resolutions approving
the agreement to act as the representatives of the cities, respectively, in the exercise of their
powers as members;
(e) limitations, if any, upon the terms of representatives of the respective member cities,
provided that such representatives shall always be selected and vacancies in their offices declared
and filled by resolutions of the governing bodies of the respective cities;
(f) the names of the initial board of directors of the municipal gas agency, who shall be not
less than five persons who are representatives of the respective member cities, selected by the
vote of a majority of such representatives; or the agreement may provide that the representatives
of the member cities from time to time shall be and constitute the board of directors;
(g) the location by city, town, or other community in the state, of the registered office of
the municipal gas agency;
(h) that the state of Minnesota, any political subdivision thereof, other than the municipal
gas agency, and the cities which are members of the municipal gas agency are not liable for its
obligations; and
(i) any other provision for regulating the business of the municipal gas agency or the conduct
of its affairs which may be agreed by the member cities, consistent with sections 453A.01 to
453A.12.
    Subd. 2. Filing agreement, resolution; certificate; incorporation. The agency agreement
and a certified copy of the resolution of the governing body of each city shall be filed for record
with the secretary of state. If the agency agreement conforms to the requirements of this section,
the secretary of state shall record it and issue and record a certificate of incorporation. The
certificate shall state the name of the municipal gas agency and the fact and date of incorporation.
Upon the issuance of the certificate of incorporation, the existence of the municipal gas agency
as a political subdivision of the state and a municipal corporation shall begin. The certificate of
incorporation shall be conclusive evidence of the fact of incorporation.
    Subd. 3. First board. The initial board of directors of the municipal gas agency, unless
otherwise provided by the agency agreement, shall be elected prior to the filing of the agreement
by a majority vote of the persons acting as representatives of the member cities, from among their
members. After commencement of existence, the first meeting of the board of directors shall be
held at the call of the directors, after notice, for the purpose of adopting the initial bylaws, electing
officers, and for any other business that comes before the meeting.
    Subd. 4. Bylaws. (a) The bylaws of the municipal gas agency, and any amendments thereto,
shall be proposed by the board of directors and shall be adopted by a majority vote of the
representatives of the member cities, unless the agency agreement requires a greater vote, at a
meeting held after notice.
(b) Subject to the provisions of the agency agreement, the bylaws shall state:
(1) the qualifications of member cities, and limitations, if any, upon their number;
(2) conditions of membership, if any;
(3) manner and time of calling regular meetings of representatives of member cities;
(4) manner and conditions of termination of membership;
(5) manner and conditions of agency dissolution; and
(6) such other provisions for regulating the affairs of the municipal gas agency as the
representatives of the member cities shall determine to be necessary.
    Subd. 5. Minnesota registered office. Every municipal gas agency shall maintain an office
in this state to be known as its registered office. When a municipal gas agency desires to change
the location of its registered office, it shall file with the secretary of state a certificate of change
of location of registered office, stating the new location by city, town, or other community and
effective date of change. When the certificate of change of location has been duly filed, the board
of directors may make the change without any further action.
    Subd. 6. Directors. Each of the directors shall hold office for the term for which selected
and until a successor has been selected and has qualified. 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. The agency agreement or the bylaws may prescribe
the number, term of office, powers, authority, and duties of directors, the time and place of their
meetings, and other regulations concerning directors. Except where the agency agreement or
bylaws prescribe otherwise, the term of office of a director shall be for one year. Except where
the agency agreement or bylaws prescribe otherwise, a meeting of the board of directors may be
held at any place, within or without the state, designated by the board, after notice, and an act of
the majority of the directors present at a meeting at which a quorum is present is the act of the
board. Except where the agency agreement or bylaws prescribe otherwise, any vacancy occurring
on the board shall be filled by a person nominated by the remaining members of the board and
elected by a majority of representatives of the member cities.
    Subd. 7. Officers. Except where the agency agreement or bylaws prescribe otherwise, the
board of directors shall appoint a president from its membership, and a secretary and treasurer, and
any other officers or agents deemed to be necessary, who may but need not be city representatives
or directors. An officer may be removed with or without cause by the board of directors. Officers
of the municipal gas agency shall have the authority and duties in the management of the business
of the municipal gas agency that the agency agreement or bylaws prescribe, or, in the absence of
such prescription, as the board of directors determines.
    Subd. 8. City representatives. Except as otherwise provided in the agency agreement or the
bylaws, the duly authorized representatives of each member city shall act as, and vote on behalf
of, such city. Except where the agency agreement or bylaws provide otherwise, representatives
of the member cities shall hold at least one meeting each year for the election of directors
and for the transaction of any other business. Except where the agency agreement or bylaws
prescribe otherwise, special meetings of the representatives may be called for any purpose upon
written request to the president or secretary to call the meeting. Such officer shall give notice
of the meeting to be held between ten and 60 days after receipt of such request. Unless the
agency agreement or bylaws provide for a different percentage, a quorum for a meeting of the
representatives of the member cities is a majority of the total members and a quorum for meetings
of the board of directors is a majority of the membership of such board.
    Subd. 9. Amendments to agency agreement. The agency agreement may be amended as
proposed at any meeting of the representatives of the members for which notice, stating the
purpose, shall be given to each representative and, unless the agency agreement or bylaws require
otherwise, shall become effective when ratified by resolutions of a majority of the governing
bodies of the member cities. Each amendment and the resolutions approving it shall be filed for
record with the secretary of state.
    Subd. 10. City appropriation. Each member city shall have full power and authority,
within budgetary limits applicable to it, to appropriate money for the payment of expenses of
the formation of the municipal gas agency and of its representative in exercising its functions
as a member of the agency.
History: 1979 c 140 s 3; 1986 c 444