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HB 166: "An Act relating to electric and telephone cooperatives; and relating to telephone service and related telecommunications services."

00                             HOUSE BILL NO. 166                                                                          
01 "An Act relating to electric and telephone cooperatives; and relating to telephone                                      
02 service and related telecommunications services."                                                                       
03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:                                                                
04    * Section 1. AS 10.15.005 is amended to read:                                                                      
05 Sec. 10.15.005. Purposes for which cooperatives may be organized. A                                                   
06 cooperative may be organized under this chapter for any lawful purpose, except for the                                  
07 purpose of banking or insurance or the furnishing of electric or telephone or a related                             
08       telecommunications service.                                                                                   
09    * Sec. 2. AS 10.15.575(a) is amended to read:                                                                      
10 (a)  A person other than a cooperative association incorporated under this                                              
11 chapter or a previous law of the state may not use the term "cooperative," or any                                       
12 variation of the term, as part of its corporate or other business name or title. However,                               
13 this section does not apply to cooperatives organized to generate and transmit electric                                 
14 energy and power or to furnish electric or telephone or a related telecommunications                                
01       service.                                                                                                          
02    * Sec. 3. AS 10.15.585 is amended to read:                                                                         
03 Sec. 10.15.585. Application of chapter. This chapter applies to the fullest                                           
04 extent permitted by the laws and constitution of the United States and of the state to all                              
05 existing cooperative associations incorporated under a previously existing law of the                                   
06 state relating to incorporation of cooperative associations. However, this section does                                 
07 not apply to cooperatives organized to generate and transmit electric energy and power                                  
08       or to furnish electric or telephone or a related telecommunications service.                                  
09    * Sec. 4. AS 10.25.010(a) is amended to read:                                                                      
10 (a)  Except as provided in (b) of this section, an electric or telephone                                                
11       cooperative may                                                                                                   
12                 (1)  sue and be sued in its corporate name;                                                             
13                 (2)  have perpetual existence;                                                                          
14                 (3)  adopt a corporate seal and alter it;                                                               
15 (4)  construct, buy, lease, or otherwise acquire, and equip, maintain,                                                  
16 and operate, and sell, assign, convey, lease, mortgage, pledge, or otherwise dispose of                                 
17 or encumber lands, buildings, structures, electric or telephone lines or systems, dams,                                 
18 plants and equipment, and any other real or personal property, tangible or intangible,                                  
19 that is necessary, convenient, or appropriate to accomplish the purpose for which the                                   
20       cooperative is organized;                                                                                         
21 (5)  buy, lease, or otherwise acquire, and use, and exercise and sell,                                                  
22 assign, convey, mortgage, pledge or otherwise dispose of or encumber franchises,                                        
23       rights, privileges, licenses, and easements;                                                                      
24 (6)  borrow money and otherwise contract indebtedness, and issue                                                        
25 evidences of indebtedness, and secure the payment of the indebtedness by mortgage,                                      
26 pledge, or deed of trust of, or any other encumbrance on [UPON] its real or personal                                
27       property, assets, franchises, or revenues;                                                                        
28 (7)  construct, maintain, and operate electric transmission and                                                         
29 distribution lines [,] or telephone or related telecommunications service lines along,                              
30 on [UPON], under and across publicly owned lands and public thoroughfares,                                          
31 including, without limitation, all roads, highways, streets, alleys, bridges, and                                       
01       causeways;                                                                                                        
02                 (8)  exercise the power of eminent domain;                                                              
03                 (9)  become a member of other cooperatives or corporations or own                                       
04       stock in them;                                                                                                    
05                 (10)  conduct its business and exercise its powers inside or outside the                                
06       state;                                                                                                            
07                 (11)  adopt, amend, and repeal bylaws;                                                                  
08                 (12)  make all contracts necessary, convenient, or appropriate for the                                  
09       full exercise of its powers;                                                                                      
10 (13)  make donations for the public welfare or for charitable, scientific,                                              
11       or educational purposes;                                                                                          
12 (14)  do and perform any other act and thing, and have and exercise any                                                 
13 other power that may be necessary, convenient, or appropriate to accomplish the                                         
14       purpose for which the cooperative is organized.                                                                   
15    * Sec. 5. AS 10.25.030(a) is amended to read:                                                                      
16            (a)  A telephone cooperative may                                                                             
17 (1)  furnish, improve, and expand telephone or [SERVICE AND]                                                        
18 related telecommunications service to its members [,] and to other users not in excess                                  
19 of 10 percent of the number of its members; however, telephone or a related                                         
20 telecommunications service may be made available by a cooperative through                                           
21 interconnection of facilities to any number of subscribers of other telephone or                                    
22 related telecommunications systems, and through pay stations to any number of                                       
23 users, and a cooperative that [WHICH] acquires existing telephone facilities or                                 
24 related telecommunications facilities may continue service to persons, not exceeding                                
25 40 percent of the number of its members, who are already receiving service from the                                     
26 facilities without requiring them to become members, and these persons may become                                       
27       members on [UPON] terms as may be prescribed in the bylaws;                                                   
28 (2)  connect and interconnect its telephone or related                                                              
29 telecommunications service lines, facilities, or systems with other telephone or                                
30       related telecommunications service lines, facilities, or systems;                                             
31 (3)  make its facilities available to persons furnishing telephone or                                               
01       related telecommunications service inside or outside the state.                                               
02    * Sec. 6. AS 10.25.040(a) is amended to read:                                                                      
03            (a)  The name of a cooperative must include the words "electric," [OR]                                   
04       "telephone," "telecommunications," or "telecom," as appropriate to its purpose, and                           
05       "cooperative" or "association," and the abbreviation "Inc." ["INC."]                                      
06    * Sec. 7. AS 10.25.080(a) is amended to read:                                                                      
07 (a)  Each incorporator of a cooperative shall be a member of the cooperative or                                         
08 of another cooperative that is a member of it. A person may not become a member                                         
09 unless that person agrees to use electric energy, [OR] telephone or a related                                       
10 telecommunications service, or other services furnished by the cooperative when they                                
11       are made available through its facilities.                                                                        
12    * Sec. 8. AS 10.25.090(a) is amended to read:                                                                      
13 (a)  An annual meeting of the members of a cooperative shall be conducted as                                        
14 [HELD AT THE TIME AND PLACE] provided in the bylaws of the cooperative. An                                          
15 annual meeting of the members of a cooperative that has been divided into districts as                                  
16 provided for in AS 10.25.190 may consist of separate annual meetings of the members                                     
17 of each district. Unless prohibited by the articles or bylaws of the cooperative, the                               
18       members of a cooperative may conduct an annual meeting by teleconference.                                     
19    * Sec. 9. AS 10.25.090(c) is amended to read:                                                                      
20 (c)  An annual meeting of district delegates of a cooperative shall be                                                  
21 conducted as [HELD AT THE TIME AND PLACE] provided in the bylaws of the                                         
22       cooperative.                                                                                                  
23    * Sec. 10. AS 10.25.100 is amended to read:                                                                        
24 Sec. 10.25.100. Notice of meetings. Except as otherwise provided in this                                              
25 chapter, or the articles or bylaws of a cooperative, written notice stating the time                                
26 and place of each meeting of the members or district delegates shall be given to each                                   
27 member or district delegate, in person [EITHER PERSONALLY] or by mail,                                              
28 electronic mail, or text message, not less than 15 days nor [OR] more than 60 days                              
29 before the date of the meeting. Notice of a special meeting of the members, together                                    
30 with notice of the purpose for which the meeting is called, shall be given to each                                      
31 member or district delegate [, EITHER] personally or by mail, electronic mail, or                                   
01 text message, not less than 90 days nor [OR] more than 120 days before the date of                              
02 the meeting. If mailed, notice is considered given when the notice [IT] is deposited in                             
03 the United States mail with postage prepaid addressed to the member or district                                         
04 delegate at the address of the member or delegate as the address [IT] appears on the                                
05 records of the cooperative. If sent by text or electronic mail, notice is considered                                
06 given when the notice is sent to the member's telephone number, provided that                                       
07 the telephone is capable of receiving text messages, or the electronic mailing                                      
08       address on record with the cooperative.                                                                       
09    * Sec. 11. AS 10.25.110(a) is amended to read:                                                                     
10 (a)  Unless the bylaws prescribe the presence of a greater percentage or number                                         
11 of the members for a quorum, a quorum for the transaction of business at all meetings                                   
12 of the members of a cooperative or the members of a district of a cooperative having                                    
13 not more than 1,000 members is five percent of all members [, PRESENT IN                                                
14 PERSON], and a quorum for the transaction of business of the members of a                                               
15 cooperative or the members of a district of a cooperative having more than 1,000                                        
16 members is 50 members [, PRESENT IN PERSON]. If less than a quorum is present,                                      
17 or is considered present under (c) of this section, at a meeting, a majority of those                               
18 present, or considered present under (c) of this section [IN PERSON] may adjourn                                    
19       the meeting from time to time without further notice.                                                             
20    * Sec. 12. AS 10.25.110 is amended by adding a new subsection to read:                                             
21 (c)  Unless prohibited by the articles or bylaws, a member or delegate who                                              
22       votes by electronic communication or mail is considered to have attended the meeting.                             
23    * Sec. 13. AS 10.25.175(a) is amended to read:                                                                     
24 (a)  A meeting of the board of directors may be attended by members of the                                              
25 cooperative. Except when voice votes are authorized, a vote shall be conducted in such                                  
26 a manner that the members may know the vote of each person entitled to vote. The                                        
27 board of directors may conduct a meeting by teleconference [OR SIMILAR                                                  
28 COMMUNICATIONS EQUIPMENT] if the board gives reasonable notice of the                                                   
29 meeting and if members of the cooperative are able to attend the meeting sites and                                      
30 hear the meeting. This section applies only to a meeting at which a quorum of the                                       
31       board participates.                                                                                               
01    * Sec. 14. AS 10.25.175(c) is amended to read:                                                                     
02            (c)  The following excepted subjects may be discussed in an executive session:                               
03                 (1)  matters the immediate knowledge of which would clearly have an                                     
04       adverse effect on the finances of the cooperative;                                                                
05                 (2)  subjects that tend to prejudice the reputation and character of a                                  
06       person; however, the person may request a public discussion;                                                      
07                 (3)  matters discussed with an attorney for the cooperative, the                                        
08       immediate knowledge of which could have an adverse effect on the legal position of                                
09       the cooperative;                                                                                              
10                 (4)  personnel matters;                                                                             
11 (5)  matters the immediate knowledge of which could have an                                                         
12 adverse effect on the ability of the cooperative to compete in the market served                                    
13       by the cooperative.                                                                                           
14    * Sec. 15. AS 10.25.290(a) is amended to read:                                                                     
15 (a)  A corporation organized under the laws of the state and supplying or                                               
16 having the corporate power to supply electric energy [,] or to furnish telephone or a                               
17 related telecommunications service [,] may be converted into a cooperative by                                       
18 complying with the requirements of this section and thereupon becomes subject to this                                   
19       chapter as if originally organized under this chapter.                                                            
20    * Sec. 16. AS 10.25.430 is amended to read:                                                                        
21 Sec. 10.25.430. Validity of mortgage under Rural Electrification Act [OF                                              
22 1936]. A mortgage made by a cooperative organized under this chapter to the United                                    
23 States of America, or an agency or instrumentality of it, to secure indebtedness                                        
24 incurred under 7 U.S.C. 901 - 950bb-2 [7 U.S.C. 901 - 950B] (Rural Electrification                                  
25 Act [OF 1936]), as amended, is not void as against creditors of the mortgagor and                                       
26 subsequent purchasers and encumbrancers of the property in good faith for value                                         
27 because the mortgage is not accompanied by an affidavit of the parties to it, or an                                     
28 affidavit of the agent or attorney-in-fact of a party to it, that the mortgage is made in                               
29 good faith to secure the amount named, and without a design to hinder, delay or                                         
30 defraud creditors. A mortgage made by a cooperative organized under this chapter to                                     
31 the United States of America, or an agency or instrumentality of it to secure                                           
01       indebtedness incurred under 7 U.S.C. 901 - 950bb-2 [7 U.S.C. 901 - 950B] (Rural                               
02       Electrification Act [OF 1936]), as amended, need not set out [FORTH] the date on                          
03       [UPON] which the indebtedness secured by it becomes due.                                                          
04    * Sec. 17. AS 10.25.460 is amended to read:                                                                        
05            Sec. 10.25.460. Registered office and registered agent. Each cooperative                                   
06       shall have and continuously maintain in the state a registered                                                    
07                 (1)  office, which may be, but need not be, the same as the location of                             
08       the principal office;                                                                                             
09                 (2)  agent who is either an individual resident in the state [AND]                                  
10 whose business office is identical with the registered office or a domestic or foreign                              
11 corporation authorized to transact business in the state whose business office is                                   
12       identical with the registered office.                                                                         
13    * Sec. 18. AS 10.25.810 is amended to read:                                                                        
14 Sec. 10.25.810. Purpose. Cooperative, nonprofit, membership corporations                                              
15 may be organized under this chapter for the purpose of supplying electric energy or                                     
16 telephone or a related telecommunications service and promoting and extending the                                   
17       use of these services.                                                                                            
18    * Sec. 19. AS 10.25.820 is amended to read:                                                                        
19 Sec. 10.25.820. Chapter extended to existing cooperatives. This chapter                                               
20 applies to all nonprofit cooperatives organized under any other law of the state for the                                
21 purpose of supplying electric energy and power, or telephone or a related                                           
22 telecommunications service, to its members, or for the purpose of promoting and                                     
23 extending the use of electric energy and power [,] or telephone or a related                                        
24 telecommunications service. These cooperatives are subject to this chapter as if                                    
25       originally organized under it.                                                                                    
26    * Sec. 20. AS 10.25.840 is amended by adding a new paragraph to read:                                              
27                 (6)  "related telecommunications service" means                                                         
28 (A)  the transmission and reception of messages, impressions,                                                           
29 pictures, and signals by means of electricity, electromagnetic waves, or any                                            
30 other source of energy, force variations, or impulses, whether conveyed by                                              
31            cable, wire, radiated through space, or transmitted through other media; or                                  
01 (B)  a service capable of electronically generating, acquiring,                                                         
02 storing, transforming, processing, retrieving, utilizing, or making available                                           
03 information, through the use of broadband Internet access, data center services,                                        
04            information technology, or other technology services.                                                        
05    * Sec. 21. AS 10.25.030(b) and 10.25.400(e) are repealed.