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