00 HOUSE BILL NO. 497 01 "An Act relating to electric and telephone cooperatives." 02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 03 * Section 1. AS 10.25.200 is amended to read: 04  Sec. 10.25.200. OFFICERS. The officers of a cooperative are a president or 05 chair, a vice-president or a vice-chair, a secretary and a treasurer. The officers shall 06 be elected annually by the board of directors from among its members. When a 07 person holding an office ceases to be a director, that person ceases to hold office. The 08 offices of secretary and of treasurer may be held by the same person. The board of 09 directors may elect or appoint such other officers, agents, or employees as it considers 10 necessary or advisable and shall prescribe their powers and duties. An officer may be 11 removed from office and a successor elected in the manner prescribed in the bylaws. 12 * Sec. 2. AS 10.25.210 is amended to read: 13  Sec. 10.25.210. AMENDMENT OF ARTICLES OF INCORPORATION. A 14 cooperative may amend its articles of incorporation as follows, except that it may 01 change the location of its principal office in the manner set out in AS 10.25.230: 02  (1) the proposed amendment shall be presented to a meeting of the 03 members, or district delegates and the notice of the meeting must set out or have 04 attached to it the proposed amendment; 05  (2) if the proposed amendment, with any changes, is approved by the 06 affirmative vote of not less than two-thirds of those members, or district delegates 07 voting on it, the president or chair, or vice-president or vice-chair, shall execute and 08 acknowledge articles of amendment on behalf of the cooperative and the secretary shall 09 affix and attest to the seal of the cooperative. 10 * Sec. 3. AS 10.25.220(b) is amended to read: 11  (b) The president, chair, [OR] vice-president, or vice-chair executing the 12 articles of amendment shall make and annex to them an affidavit stating that the 13 provisions of this section regarding the amendment were complied with. 14 * Sec. 4. AS 10.25.230 is amended to read: 15  Sec. 10.25.230. CHANGE OF LOCATION OF PRINCIPAL OFFICE. A 16 cooperative may, upon authorization of its board of directors or its members, change 17 the location of its principal office by filing a certificate reciting the change of principal 18 office, executed and acknowledged by its president or chair, or vice-president or vice-chair, under its seal, 19 attested by its secretary, in the office of the commissioner. 20 * Sec. 5. AS 10.25.240(a) is amended to read: 21  (a) Except as provided in (b) of this section, one or more cooperatives, each 22 designated in this section as "merging cooperative," may merge into another 23 cooperative, designated in this section as "surviving cooperative," by complying with 24 the following requirements: 25  (1) the proposition for the merger of the merging cooperatives into the 26 surviving cooperative and proposed articles of merger shall be submitted to the 27 members of each merging cooperative and of the surviving cooperative; the notice 28 shall have attached to it a copy of the proposed articles of merger; 29  (2) if the proposed merger and the proposed articles of merger, with 30 any amendments, are approved by the affirmative vote of not less than two-thirds of 31 those members of each cooperative voting on them, articles of merger in the form 01 approved shall be executed and acknowledged on behalf of each cooperative by its 02 president or chair, or vice-president or vice-chair, and its seal shall be affixed by its 03 secretary. 04 * Sec. 6. AS 10.25.250(c) is amended to read: 05  (c) The president or chair, or vice-president or vice-chair, of each cooperative 06 shall make and annex to the articles an affidavit stating that the provisions of this 07 section regarding the articles were complied with by the cooperative. 08 * Sec. 7. AS 10.25.260 is amended to read: 09  Sec. 10.25.260. CONSOLIDATION. Two or more cooperatives, designated 10 in this section as "consolidating cooperative," may consolidate into a new cooperative, 11 designated in this section as the "new cooperative," by complying with the following 12 requirements: 13  (1) the proposition for the consolidation into the new cooperative and 14 proposed articles of consolidation shall be submitted to the members of each 15 consolidating cooperative; the notice shall have attached to it a copy of the proposed 16 articles of consolidation; 17  (2) if the proposed consolidation and the proposed articles of 18 consolidation, with any amendments, are approved by the affirmative vote of not less 19 than two-thirds of those members of each consolidating cooperative voting on them, 20 articles of consolidation in the form approved shall be executed and acknowledged on 21 behalf of each consolidating cooperative by its president or chair, or vice-president 22 or vice-chair, and its seal shall be affixed and attested by its secretary. 23 * Sec. 8. AS 10.25.270(c) is amended to read: 24  (c) The president or chair, or vice-president or vice-chair, of each 25 consolidating cooperative executing the articles of consolidation shall make and annex 26 to the articles an affidavit stating that the provisions of this section regarding the 27 articles were complied with by the cooperative. 28 * Sec. 9. AS 10.25.290(c) is amended to read: 29  (c) If the proposition for the conversion of the corporation into a cooperative 30 and the proposed articles of conversion, with any amendments, are approved by the 31 affirmative vote of not less than two-thirds of those members of the corporation voting 01 on them or, if the corporation is a stock corporation, by the affirmative vote of the 02 holders of not less than two-thirds of those shares of the capital stock of the 03 corporation represented at the meeting and voting on them, or, in the case of a 04 corporation having no members and no shares of its capital stock outstanding, by the 05 affirmative vote of not less than two-thirds of its incorporators, articles of conversion 06 in the form approved shall be executed and acknowledged on behalf of the corporation 07 by its president or chair, or vice-president or vice-chair, and its seal shall be affixed 08 and attested by its secretary. 09 * Sec. 10. AS 10.25.300(c) is amended to read: 10  (c) The president, chair, [OR] vice-president, or vice-chair executing the 11 articles of conversion shall make and annex to it an affidavit stating that the provisions 12 of this section were complied with regarding the articles. The articles of conversion 13 are the articles of incorporation of the cooperative. 14 * Sec. 11. AS 10.25.320(d) is amended to read: 15  (d) Upon approval, a certificate of election to dissolve, hereafter designated the 16 "certificate," executed and acknowledged on behalf of the cooperative by its president 17 or chair, or vice-president or vice-chair, under its seal, attested by its secretary, shall 18 be submitted to the commissioner for filing together with an affidavit by the officer 19 executing the certificate stating that the statements in the certificate are true. The 20 certificate must state the name of the cooperative, the address of its principal office, 21 and that the members of the cooperative have voted to dissolve the cooperative. 22 * Sec. 12. AS 10.25.350 is amended to read: 23  Sec. 10.25.350. TERMINATION OF COOPERATIVE AFFAIRS. The board 24 of directors shall wind up and settle the affairs of the cooperative, collect sums owing 25 to it, liquidate its property and assets, pay and discharge its debts, obligations and 26 liabilities, other than those to patrons arising by reason of their patronage, and do all 27 other things required to wind up its business. After paying or discharging or 28 adequately providing for the payment or discharge of all its debts, obligations and 29 liabilities, other than those to patrons arising by reason of their patronage, the directors 30 shall distribute remaining sums, first, to patrons for the pro rata return of all amounts 31 standing to their credit by reason of their patronage, and second, to members for the 01 pro rata repayment of membership fees. Sums then remaining shall be distributed 02 among its members and former members in proportion to their patronage, except to the 03 extent participation in the distribution has been legally waived. The board of directors 04 shall thereupon authorize the execution of articles of dissolution. The president or 05 chair, or vice-president or vice-chair, shall execute and acknowledge articles of 06 dissolution on behalf of the cooperative and the secretary shall affix and attest to the 07 seal. 08 * Sec. 13. AS 10.25.360(b) is amended to read: 09  (b) The president, chair, [OR] vice-president, or vice-chair executing the 10 articles of dissolution shall make and annex to the articles an affidavit stating that the 11 statements contained in the articles are true. 12 * Sec. 14. AS 10.25.480 is amended to read: 13  Sec. 10.25.480. EXECUTION AND FILING OF STATEMENT. The 14 statement of change of office or agent shall be executed by the cooperative by its 15 president or chair, or vice-president or vice-chair, verified by the person executing 16 the statement, and directed to the commissioner. If the commissioner finds that the 17 statement conforms to this chapter, the commissioner shall file it in the commissioner's 18 office. Upon the filing, the change of address of the registered office, and the 19 appointment of the registered agent, or both, as the case may be, is effective.