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