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