CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORTATION OF THE DEKALB-CHEROKEE COUNTIES GAS DISTRICT
The undersigned, as President and as Secretary, respectively, of The DeKalb-Cherokee Counties Gas District (the “District”), a public corporation under the laws of the State of Alabama, hereby certify, in the name and on behalf of the District, under corporate seal, as follows:
- The Certificate of Incorporation of the District was filed for record on November 24, 1952, in the office of the Judge of Probate of DeKalb County, Alabama, and there recorded in Corporation Volume C at Page 472 et seq. (the “Certificate of Incorporation”).
- The Board of Directors of the District has heretofore, on February 7, 2024, unanimously adopted a resolution for a proposed amendment to the Certificate of Incorporation, which amendment is set forth in paragraph 3 hereinbelow. The governing body of the City of Centre, Alabama has, by resolution, duly adopted on February 13, 2024, consented to the proposed amendment. The governing body of the City of Collinsville, Alabama has, by resolution, duly adopted on February 20, 2024, consented to the proposed amendment. The governing body of the City of Fort Payne, Alabama has, by resolution, duly adopted on February 20, 2024, consented to the proposed amendment.
- Article 8 of the Certificate of Incorporation is hereby amended to read as follows:
The members of the Board of Directors shall be elected by the governing body of each municipality which is a member of the District and, for a period commencing on the first Monday of November, 2025 and ending on the first Monday in November, 2028, shall serve staggered terms as set forth below and as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference:
a. The Board terms of the two (2) Directors appointed by the City of Centre shall remain unchanged and will expire on the first Monday of November, 2025, or until their vacant positions are filled by the governing body of the City of Centre.
b. The current Mayors of the City of Collinsville and the City of Fort Payne, together with another appointed director from the City of Fort Payne, will serve an additional one year on the Board until the first Monday in November, 2026, or until their vacant seats are filled. Three (3) appointments to the District’s Board of Directors shall take place every four (4) years thereafter or until their vacant seats are filled by the governing body of each of the aforesaid municipalities.
c. Three (3) Board seats currently held by members appointed by the City of Fort Payne will serve an additional two (2) years on the Board until the first Monday in November, 2027 or until their vacant seats are filled. Three (3) appointments to the District’s Board of Directors shall take place every four (4) years thereafter or until their vacant seats are filled by the governing body of the City of Fort Payne.
d. The current officers of the District’s Board of Directors from Fort Payne and another Board member appointed by the City of Collinsville will serve an additional three (3) years on the Board until the first Monday in November, 2028. Three (3) appointments to the District’s Board of Directors shall take place every four (4) years thereafter or until their vacant seats are filled by the governing body of each of the aforesaid municipalities.
This 27th day of February, 2024.
THE DEKALB-CHEROKEE COUNTIES GAS DISCTRICT
By: s/ Johnny D. Eberhart, President/Chairman
ATTEST: s/ Lynn Brewer, Secretary
EXHIBIT A
TO THE DEKALB-CHEROKEE COUNTIES GAS
DISTRICT RESOLUTION
TO AMEND CERTIFICATE OF INCORPORATION DATED FEBRUARY 7, 2024
DC Gas Staggered Board Terms
Part A (First Monday, November 2025)
Seat 1 Mayor of Centre Mayor, Mark Mansfield
Seat 2 City of Centre Council Member, Phillip Roberts
Part B (First Monday, November 2026)
Seat 3 Mayor of Fort Payne Mayor, Brian Baine
Seat 4 Mayor of Collinsville
Mayor, Johnny Traffanstedt
Seat 5 City of Fort Payne Scott Chadwick
Part C (First Monday, November 2027)
Seat 6 City of Fort Payne Brandi Lyles
Seat 7 City of Fort Payne Steve Parker
Seat 8 City of Fort Payne Steve Eberhart
Part D (First Monday, November 2028)
Seat 9 President of Board
Council Member, Johnny Eberhart
Seat 10 Secretary/Treasurer
Council Member, Lynn Brewer
Seat 11 City of Collinsville
Council Member, Jeff Chandler
Publish: March 14, 2024.