SCS CSHB 17(FIN): "An Act expanding the services that may be offered by an electric cooperative to include sewer and water and gas services when authorized by the Alaska Public Utilities Commission, and to include direct satellite television services; relating to officers of a telephone or electric cooperative; relating to amendment of the articles of incorporation of a telephone or electric cooperative; and providing for an effective date."
00SENATE CS FOR CS FOR HOUSE BILL NO. 17(FIN) 01 "An Act expanding the services that may be offered by an electric cooperative 02 to include sewer and water and gas services when authorized by the Alaska 03 Public Utilities Commission, and to include direct satellite television services; 04 relating to officers of a telephone or electric cooperative; relating to amendment 05 of the articles of incorporation of a telephone or electric cooperative; and 06 providing for an effective date." 07 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 08 * Section 1. LEGISLATIVE INTENT. (a) It is the intent of the legislature that an electric 09 cooperative is authorized to expand the types of utility services it offers that are subject to 10 regulation by the Alaska Public Utilities Commission only when the commission finds that 11 it is in the public interest that those services be provided and that the electric cooperative 12 applying to provide the service is fit, willing, and able to do so. 13 (b) It is further the intent of the legislature that electric cooperatives not enter into 14 competition with an existing provider under AS 10.25.020(6).
01 * Sec. 2. AS 10.25.020 is amended to read: 02 Sec. 10.25.020. POWERS OF ELECTRIC COOPERATIVE. An electric 03 cooperative may 04 (1) generate, manufacture, purchase, acquire, accumulate, and transmit 05 electric energy, and distribute, sell, supply, and dispose of electric energy to its 06 members, to governmental agencies and political subdivisions, and to other persons not 07 exceeding 10 percent of the number of its members; however, a cooperative that 08 acquires existing electric facilities may continue service to persons, not in excess of 09 40 percent of the number of its members, who are already receiving service from these 10 facilities without requiring them to become members, and these persons may become 11 members upon the terms as may be prescribed in the bylaws; 12 (2) assist persons to whom electric energy is or will be supplied by the 13 cooperative in wiring their premises and in acquiring and installing electrical and 14 plumbing appliances, equipment, fixtures, and apparatus by financing them, and in 15 connection with these services wire or have wired the premises, and buy, acquire, 16 lease, sell, distribute, install, and repair electric and plumbing appliances, equipment, 17 fixtures, and apparatus; 18 (3) assist persons to whom electric energy is or will be supplied by the 19 cooperative in constructing, equipping, maintaining, and operating electric cold storage 20 or processing plants by financing them or otherwise; 21 (4) operate a waste heat distribution system; 22 (5) operate a heating distribution system that was in existence on June 9, 23 1988; 24 (6) provide sewer, water, or gas utility service if the cooperative has 25 received a certificate of convenience and necessity under AS 42.05.221 - 42.05.281 26 from the Alaska Public Utilities Commission for each type of service provided; 27 (7) provide direct satellite television programming services; in this 28 paragraph, "direct satellite television programming services" means a video 29 broadcast signal that is received directly from a satellite by an end user. 30 * Sec. 3. AS 10.25.200 is amended to read: 31 Sec. 10.25.200. OFFICERS. The officers of a cooperative are those officers
01 authorized by the bylaws [A PRESIDENT, A VICE PRESIDENT, A SECRETARY 02 AND A TREASURER]. The officers shall be elected annually by the board of 03 directors from among its members. If authorized by the bylaws, the election may 04 be conducted by written ballot. When a person holding an office ceases to be a 05 director, that person ceases to hold office. [THE OFFICES OF SECRETARY AND 06 OF TREASURER MAY BE HELD BY THE SAME PERSON.] The board of 07 directors may [ELECT OR] appoint those [SUCH] other [OFFICERS,] agents [,] or 08 employees that [AS] it considers necessary or advisable and shall prescribe their 09 powers and duties. An officer may be removed from office and a successor elected 10 in the manner prescribed in the bylaws. 11 * Sec. 4. AS 10.25.210 is amended to read: 12 Sec. 10.25.210. AMENDMENT OF ARTICLES OF INCORPORATION. A 13 cooperative may amend its articles of incorporation as follows, except that it may 14 change the location of its principal office in the manner set out in AS 10.25.230: 15 (1) the proposed amendment shall be presented to [A MEETING OF] 16 the members [,] or district delegates at a meeting or by written notice; if the 17 proposed amendment is presented at a meeting, [AND] the notice of the meeting 18 must set out or have attached to it the proposed amendment; 19 (2) if the proposed amendment, with any changes, is approved by the 20 affirmative vote of not less than two-thirds of those members [,] or district delegates 21 voting on it, the presiding officer of the board of directors [PRESIDENT OR VICE 22 PRESIDENT] shall execute and acknowledge articles of amendment on behalf of the 23 cooperative and the officer designated by the board [SECRETARY] shall affix and 24 attest to the seal of the cooperative; if the cooperative accepts ballots both at a 25 meeting and by mail, a member may vote by mail or at the meeting. 26 * Sec. 5. AS 10.25.220(b) is amended to read: 27 (b) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 28 the articles of amendment shall make and annex to them an affidavit stating that the 29 provisions of this section regarding the amendment were complied with. 30 * Sec. 6. AS 10.25.230 is amended to read: 31 Sec. 10.25.230. CHANGE OF LOCATION OF PRINCIPAL OFFICE. A
01 cooperative may, upon authorization of its board of directors or its members, change 02 the location of its principal office by filing a certificate reciting the change of principal 03 office, executed and acknowledged by its presiding officer [PRESIDENT OR VICE 04 PRESIDENT] under its seal, attested by the officer designated by the board [ITS 05 SECRETARY], in the office of the commissioner. 06 * Sec. 7. AS 10.25.240(a) is amended to read: 07 (a) Except as provided in (b) of this section, one or more cooperatives, each 08 designated in this section as "merging cooperative," may merge into another 09 cooperative, designated in this section as "surviving cooperative," by complying with 10 the following requirements: 11 (1) the proposition for the merger of the merging cooperatives into the 12 surviving cooperative and proposed articles of merger shall be submitted to the 13 members of each merging cooperative and of the surviving cooperative; the notice 14 shall have attached to it a copy of the proposed articles of merger; 15 (2) if the proposed merger and the proposed articles of merger, with 16 any amendments, are approved by the affirmative vote of not less than two-thirds of 17 those members of each cooperative voting on them, articles of merger in the form 18 approved shall be executed and acknowledged on behalf of each cooperative by its 19 presiding officer [PRESIDENT OR VICE PRESIDENT] and its seal shall be affixed 20 by the officer designated by the board [ITS SECRETARY]. 21 * Sec. 8. AS 10.25.250(c) is amended to read: 22 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] of each 23 cooperative shall make and annex to the articles an affidavit stating that the provisions 24 of this section regarding the articles were complied with by the cooperative. 25 * Sec. 9. AS 10.25.260 is amended to read: 26 Sec. 10.25.260. CONSOLIDATION. Two or more cooperatives, designated 27 in this section as "consolidating cooperative," may consolidate into a new cooperative, 28 designated in this section as the "new cooperative," by complying with the following 29 requirements: 30 (1) the proposition for the consolidation into the new cooperative and 31 proposed articles of consolidation shall be submitted to the members of each
01 consolidating cooperative; the notice shall have attached to it a copy of the proposed 02 articles of consolidation; 03 (2) if the proposed consolidation and the proposed articles of 04 consolidation, with any amendments, are approved by the affirmative vote of not less 05 than two-thirds of those members of each consolidating cooperative voting on them, 06 articles of consolidation in the form approved shall be executed and acknowledged on 07 behalf of each consolidating cooperative by its presiding officer [PRESIDENT OR 08 VICE PRESIDENT] and its seal shall be affixed and attested by the officer 09 designated by the board [ITS SECRETARY]. 10 * Sec. 10. AS 10.25.270(c) is amended to read: 11 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] of each 12 consolidating cooperative executing the articles of consolidation shall make and annex 13 to the articles an affidavit stating that the provisions of this section regarding the 14 articles were complied with by the cooperative. 15 * Sec. 11. AS 10.25.290(c) is amended to read: 16 (c) If the proposition for the conversion of the corporation into a cooperative 17 and the proposed articles of conversion, with any amendments, are approved by the 18 affirmative vote of not less than two-thirds of those members of the corporation voting 19 on them or, if the corporation is a stock corporation, by the affirmative vote of the 20 holders of not less than two-thirds of those shares of the capital stock of the 21 corporation represented at the meeting and voting on them, or, in the case of a 22 corporation having no members and no shares of its capital stock outstanding, by the 23 affirmative vote of not less than two-thirds of its incorporators, articles of conversion 24 in the form approved shall be executed and acknowledged on behalf of the corporation 25 by its presiding officer [PRESIDENT OR VICE PRESIDENT] and its seal shall be 26 affixed and attested by the officer designated by the board [ITS SECRETARY]. 27 * Sec. 12. AS 10.25.300(c) is amended to read: 28 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 29 the articles of conversion shall make and annex to it an affidavit stating that the 30 provisions of this section were complied with regarding the articles. The articles of 31 conversion are the articles of incorporation of the cooperative.
01 * Sec. 13. AS 10.25.320(d) is amended to read: 02 (d) Upon approval, a certificate of election to dissolve, hereafter designated the 03 "certificate," executed and acknowledged on behalf of the cooperative by its presiding 04 officer [PRESIDENT OR VICE PRESIDENT] under its seal, attested by the officer 05 designated by the board [ITS SECRETARY], shall be submitted to the commissioner 06 for filing together with an affidavit by the officer executing the certificate stating that 07 the statements in the certificate are true. The certificate must state the name of the 08 cooperative, the address of its principal office, and that the members of the cooperative 09 have voted to dissolve the cooperative. 10 * Sec. 14. AS 10.25.350 is amended to read: 11 Sec. 10.25.350. TERMINATION OF COOPERATIVE AFFAIRS. The board 12 of directors shall wind up and settle the affairs of the cooperative, collect sums owing 13 to it, liquidate its property and assets, pay and discharge its debts, obligations, and 14 liabilities, other than those to patrons arising by reason of their patronage, and do all 15 other things required to wind up its business. After paying or discharging or 16 adequately providing for the payment or discharge of all its debts, obligations, and 17 liabilities, other than those to patrons arising by reason of their patronage, the directors 18 shall distribute remaining sums, first, to patrons for the pro rata return of all amounts 19 standing to their credit by reason of their patronage [,] and, second, to members for 20 the pro rata repayment of membership fees. Sums then remaining shall be distributed 21 among its members and former members in proportion to their patronage, except to the 22 extent participation in the distribution has been legally waived. The board of directors 23 shall thereupon authorize the execution of articles of dissolution. The presiding 24 officer [PRESIDENT OR VICE PRESIDENT] shall execute and acknowledge articles 25 of dissolution on behalf of the cooperative and the officer designated by the board 26 [SECRETARY] shall affix and attest to the seal. 27 * Sec. 15. AS 10.25.360(b) is amended to read: 28 (b) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 29 the articles of dissolution shall make and annex to the articles an affidavit stating that 30 the statements contained in the articles are true. 31 * Sec. 16. AS 10.25.480 is amended to read:
01 Sec. 10.25.480. EXECUTION AND FILING OF STATEMENT. The 02 statement of change of office or agent shall be executed by the cooperative by its 03 presiding officer [PRESIDENT OR VICE PRESIDENT], verified by the person 04 executing the statement, and directed to the commissioner. If the commissioner finds 05 that the statement conforms to this chapter, the commissioner shall file it in the 06 commissioner's office. Upon the filing, the change of address of the registered office, 07 and the appointment of the registered agent, or both, as the case may be, is effective. 08 * Sec. 17. AS 10.25.640 is amended by adding a new paragraph to read: 09 (6) "presiding officer" means the presiding officer of the board of 10 directors of the cooperative. 11 * Sec. 18. This Act takes effect immediately under AS 01.10.070(c).