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