Section 40-33.2-03 - Municipal power agencies - Incorporation1. Any two or more cities may form a municipal power agency by executing an agency agreement authorized by a resolution of the governing body of each city and approved by not less than sixty percent of the qualified electors voting on the question at any regular or special election in each of those cities. The agency agreement when completed shall state:a. That the municipal power agency is created and incorporated under this chapter as a municipal corporation and a political subdivision of the state.b. The name of the agency, which shall include the words "municipal power agency".c. The names of the cities which have approved the agency agreement and are the initial members of the municipal power 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. Any limitations 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 power agency, who shall be not less than three persons who are representatives of the respective member cities, selected by such representatives. The agreement shall provide that each member city shall be represented on the board of directors.g. The location of the initial registered office of the municipal power agency.h. That the cities which are members of the municipal power agency are not liable for its obligations.i. Any other provision for regulating the business of the municipal power agency or the conduct of its affairs which may be agreed by the member cities, consistent with this chapter.2. 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 power agency and the fact and date of incorporation. Upon the issuance of the certificate of incorporation, the municipal power agency shall exist as a municipal corporation and a political subdivision of the state. The certificate of incorporation shall be conclusive evidence of the fact of incorporation.3. The initial board of directors of the municipal power 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.4. Unless otherwise provided by the agency agreement, the bylaws of the municipal power 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, at a meeting held after notice. The initial agency agreement or the initial bylaws shall not take effect until approved by not less than sixty percent of the qualified electors voting on the question at any regular or special election in each of the member cities. The agency agreement or the bylaws shall state: a. The qualifications of member cities, and any limitations upon their number.b. Any conditions of membership.c. Manner and time of calling regular meetings of representatives of member cities.d. Manner and conditions of terminating membership.e. Such other provisions for regulating the affairs of the municipal power agency as the representatives of the member cities shall determine to be necessary.5. Every municipal power agency shall maintain an office in the state to be known as its registered office. When a municipal power 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 and the effective date of change. When the certificate of change of location has been duly filed, the municipal power agency may make the change without any further action.6. Each of the directors shall hold office for the term selected and until a successor has been selected and has qualified. Directors shall discharge their duties in good faith and with diligence and care. 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 when the agency agreement or bylaws prescribe otherwise, the term of office of a director shall be for one year. Except when 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 municipal power agency. Any vacancy occurring on the board shall be filled in the same manner and by a representative of the same city as on the initial board.7. Except when 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 need not be directors or representatives of the member cities. Except when the agency agreement or bylaws prescribe otherwise, an officer may be removed without cause by the board of directors. Officers of the municipal power agency shall have the authority and duties in the management of the business of the municipal power agency that the agency agreement or bylaws prescribe, or in the absence of such prescription, as the board of directors determines.8. 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 when 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 when the agency agreement or bylaws prescribe otherwise, special meetings of the representatives may be called for any purpose upon written request by any representative to the president or secretary to call the meeting. Such officer shall give notice of the meeting to be held within the time period prescribed by the agency agreement or the bylaws. 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 representatives of the member cities and a quorum for meetings of the board of directors is a majority of the membership of such board.9. The agency agreement may be amended as proposed at any meeting of the representatives of the member cities for which notice, stating the purpose, shall be given to each representative and unless the agency agreement or bylaws provide otherwise, shall become effective when ratified by resolutions of the governing bodies of a majority of the member cities and approved by not less than sixty percent of the qualified electors voting on the question at any regular or special election in each of those member cities constituting the majority. Each amendment and the resolutions of the governing bodies approving it shall be filed for record with the secretary of state.10. 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 power agency and of its representative or representatives in exercising its functions as a member of the municipal power agency.