SB 65: "An Act expanding the services that may be offered by an electric cooperative to include direct satellite television, sewer, water, or gas services when authorized by the Alaska Public Utilities Commission; 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 BILL NO. 65 01 "An Act expanding the services that may be offered by an electric cooperative 02 to include direct satellite television, sewer, water, or gas services when authorized 03 by the Alaska Public Utilities Commission; relating to officers of a telephone or 04 electric cooperative; relating to amendment of the articles of incorporation of a 05 telephone or electric cooperative; and providing for an effective date." 06 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 07 * Section 1. LEGISLATIVE INTENT. (a) It is the intent of the legislature that an electric 08 cooperative is authorized to expand the types of utility services it offers only when the Alaska 09 Public Utilities Commission finds that it is in the public interest that those services be 10 provided and that the electric cooperative applying to provide the service is fit, willing, and 11 able to do so. 12 (b) It is further the intent of the legislature that these certificates of public convenience 13 and necessity, like other certificates for the same kinds of utility service, be exclusive as to 14 area rather than permitting the electric cooperative to enter into competition with another
01 provider of the same kind of utility service. 02 * Sec. 2. AS 10.25.020 is amended to read: 03 Sec. 10.25.020. POWERS OF ELECTRIC COOPERATIVE. An electric 04 cooperative may 05 (1) generate, manufacture, purchase, acquire, accumulate, and transmit 06 electric energy, and distribute, sell, supply, and dispose of electric energy to its 07 members, to governmental agencies and political subdivisions, and to other persons not 08 exceeding 10 percent of the number of its members; however, a cooperative that 09 acquires existing electric facilities may continue service to persons, not in excess of 10 40 percent of the number of its members, who are already receiving service from these 11 facilities without requiring them to become members, and these persons may become 12 members upon the terms as may be prescribed in the bylaws; 13 (2) assist persons to whom electric energy is or will be supplied by the 14 cooperative in wiring their premises and in acquiring and installing electrical and 15 plumbing appliances, equipment, fixtures, and apparatus by financing them, and in 16 connection with these services wire or have wired the premises, and buy, acquire, 17 lease, sell, distribute, install, and repair electric and plumbing appliances, equipment, 18 fixtures, and apparatus; 19 (3) assist persons to whom electric energy is or will be supplied by the 20 cooperative in constructing, equipping, maintaining, and operating electric cold storage 21 or processing plants by financing them or otherwise; 22 (4) operate a waste heat distribution system; 23 (5) operate a heating distribution system that was in existence on June 9, 24 1988; 25 (6) provide direct satellite television, sewer, water, or gas services 26 if the cooperative has received a certificate of convenience and necessity from the 27 Alaska Public Utilities Commission under AS 42.05.221 - 42.05.281 for each type 28 of service provided. 29 * Sec. 3. AS 10.25.200 is amended to read: 30 Sec. 10.25.200. OFFICERS. The officers of a cooperative are those officers 31 authorized by the bylaws [A PRESIDENT, A VICE PRESIDENT, A SECRETARY
01 AND A TREASURER]. The officers shall be elected annually by the board of 02 directors from among its members. If authorized by the bylaws, the election may 03 be conducted by written ballot. When a person holding an office ceases to be a 04 director, that person ceases to hold office. [THE OFFICES OF SECRETARY AND 05 OF TREASURER MAY BE HELD BY THE SAME PERSON.] The board of 06 directors may [ELECT OR] appoint those [SUCH] other [OFFICERS,] agents [,] or 07 employees that [AS] it considers necessary or advisable and shall prescribe their 08 powers and duties. An officer may be removed from office and a successor elected 09 in the manner prescribed in the bylaws. 10 * Sec. 4. AS 10.25.210 is amended to read: 11 Sec. 10.25.210. AMENDMENT OF ARTICLES OF INCORPORATION. A 12 cooperative may amend its articles of incorporation as follows, except that it may 13 change the location of its principal office in the manner set out in AS 10.25.230: 14 (1) the proposed amendment shall be presented to [A MEETING OF] 15 the members [,] or district delegates at a meeting or by written notice; if the 16 proposed amendment is presented at a meeting, [AND] the notice of the meeting 17 must set out or have attached to it the proposed amendment; 18 (2) if the proposed amendment, with any changes, is approved by the 19 affirmative vote of not less than two-thirds of those members [,] or district delegates 20 voting on it at the meeting or by mail, as appropriate, the presiding officer of the 21 board of directors [PRESIDENT OR VICE PRESIDENT] shall execute and 22 acknowledge articles of amendment on behalf of the cooperative and the officer 23 designated by the board [SECRETARY] shall affix and attest to the seal of the 24 cooperative. 25 * Sec. 5. AS 10.25.220(b) is amended to read: 26 (b) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 27 the articles of amendment shall make and annex to them an affidavit stating that the 28 provisions of this section regarding the amendment were complied with. 29 * Sec. 6. AS 10.25.230 is amended to read: 30 Sec. 10.25.230. CHANGE OF LOCATION OF PRINCIPAL OFFICE. A 31 cooperative may, upon authorization of its board of directors or its members, change
01 the location of its principal office by filing a certificate reciting the change of principal 02 office, executed and acknowledged by its presiding officer [PRESIDENT OR VICE 03 PRESIDENT] under its seal, attested by the officer designated by the board [ITS 04 SECRETARY], in the office of the commissioner. 05 * Sec. 7. AS 10.25.240(a) is amended to read: 06 (a) Except as provided in (b) of this section, one or more cooperatives, each 07 designated in this section as "merging cooperative," may merge into another 08 cooperative, designated in this section as "surviving cooperative," by complying with 09 the following requirements: 10 (1) the proposition for the merger of the merging cooperatives into the 11 surviving cooperative and proposed articles of merger shall be submitted to the 12 members of each merging cooperative and of the surviving cooperative; the notice 13 shall have attached to it a copy of the proposed articles of merger; 14 (2) if the proposed merger and the proposed articles of merger, with 15 any amendments, are approved by the affirmative vote of not less than two-thirds of 16 those members of each cooperative voting on them, articles of merger in the form 17 approved shall be executed and acknowledged on behalf of each cooperative by its 18 presiding officer [PRESIDENT OR VICE PRESIDENT] and its seal shall be affixed 19 by the officer designated by the board [ITS SECRETARY]. 20 * Sec. 8. AS 10.25.250(c) is amended to read: 21 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] of each 22 cooperative shall make and annex to the articles an affidavit stating that the provisions 23 of this section regarding the articles were complied with by the cooperative. 24 * Sec. 9. AS 10.25.260 is amended to read: 25 Sec. 10.25.260. CONSOLIDATION. Two or more cooperatives, designated 26 in this section as "consolidating cooperative," may consolidate into a new cooperative, 27 designated in this section as the "new cooperative," by complying with the following 28 requirements: 29 (1) the proposition for the consolidation into the new cooperative and 30 proposed articles of consolidation shall be submitted to the members of each 31 consolidating cooperative; the notice shall have attached to it a copy of the proposed
01 articles of consolidation; 02 (2) if the proposed consolidation and the proposed articles of 03 consolidation, with any amendments, are approved by the affirmative vote of not less 04 than two-thirds of those members of each consolidating cooperative voting on them, 05 articles of consolidation in the form approved shall be executed and acknowledged on 06 behalf of each consolidating cooperative by its presiding officer [PRESIDENT OR 07 VICE PRESIDENT] and its seal shall be affixed and attested by the officer 08 designated by the board [ITS SECRETARY]. 09 * Sec. 10. AS 10.25.270(c) is amended to read: 10 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] of each 11 consolidating cooperative executing the articles of consolidation shall make and annex 12 to the articles an affidavit stating that the provisions of this section regarding the 13 articles were complied with by the cooperative. 14 * Sec. 11. AS 10.25.290(c) is amended to read: 15 (c) If the proposition for the conversion of the corporation into a cooperative 16 and the proposed articles of conversion, with any amendments, are approved by the 17 affirmative vote of not less than two-thirds of those members of the corporation voting 18 on them or, if the corporation is a stock corporation, by the affirmative vote of the 19 holders of not less than two-thirds of those shares of the capital stock of the 20 corporation represented at the meeting and voting on them, or, in the case of a 21 corporation having no members and no shares of its capital stock outstanding, by the 22 affirmative vote of not less than two-thirds of its incorporators, articles of conversion 23 in the form approved shall be executed and acknowledged on behalf of the corporation 24 by its presiding officer [PRESIDENT OR VICE PRESIDENT] and its seal shall be 25 affixed and attested by the officer designated by the board [ITS SECRETARY]. 26 * Sec. 12. AS 10.25.300(c) is amended to read: 27 (c) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 28 the articles of conversion shall make and annex to it an affidavit stating that the 29 provisions of this section were complied with regarding the articles. The articles of 30 conversion are the articles of incorporation of the cooperative. 31 * Sec. 13. AS 10.25.320(d) is amended to read:
01 (d) Upon approval, a certificate of election to dissolve, hereafter designated the 02 "certificate," executed and acknowledged on behalf of the cooperative by its presiding 03 officer [PRESIDENT OR VICE PRESIDENT] under its seal, attested by the officer 04 designated by the board [ITS SECRETARY], shall be submitted to the commissioner 05 for filing together with an affidavit by the officer executing the certificate stating that 06 the statements in the certificate are true. The certificate must state the name of the 07 cooperative, the address of its principal office, and that the members of the cooperative 08 have voted to dissolve the cooperative. 09 * Sec. 14. AS 10.25.350 is amended to read: 10 Sec. 10.25.350. TERMINATION OF COOPERATIVE AFFAIRS. The board 11 of directors shall wind up and settle the affairs of the cooperative, collect sums owing 12 to it, liquidate its property and assets, pay and discharge its debts, obligations, and 13 liabilities, other than those to patrons arising by reason of their patronage, and do all 14 other things required to wind up its business. After paying or discharging or 15 adequately providing for the payment or discharge of all its debts, obligations, and 16 liabilities, other than those to patrons arising by reason of their patronage, the directors 17 shall distribute remaining sums, first, to patrons for the pro rata return of all amounts 18 standing to their credit by reason of their patronage [,] and, second, to members for 19 the pro rata repayment of membership fees. Sums then remaining shall be distributed 20 among its members and former members in proportion to their patronage, except to the 21 extent participation in the distribution has been legally waived. The board of directors 22 shall thereupon authorize the execution of articles of dissolution. The presiding 23 officer [PRESIDENT OR VICE PRESIDENT] shall execute and acknowledge articles 24 of dissolution on behalf of the cooperative and the officer designated by the board 25 [SECRETARY] shall affix and attest to the seal. 26 * Sec. 15. AS 10.25.360(b) is amended to read: 27 (b) The presiding officer [PRESIDENT OR VICE PRESIDENT] executing 28 the articles of dissolution shall make and annex to the articles an affidavit stating that 29 the statements contained in the articles are true. 30 * Sec. 16. AS 10.25.480 is amended to read: 31 Sec. 10.25.480. EXECUTION AND FILING OF STATEMENT. The
01 statement of change of office or agent shall be executed by the cooperative by its 02 presiding officer [PRESIDENT OR VICE PRESIDENT], verified by the person 03 executing the statement, and directed to the commissioner. If the commissioner finds 04 that the statement conforms to this chapter, the commissioner shall file it in the 05 commissioner's office. Upon the filing, the change of address of the registered office, 06 and the appointment of the registered agent, or both, as the case may be, is effective. 07 * Sec. 17. AS 10.25.640 is amended by adding a new paragraph to read: 08 (6) "presiding officer" means the presiding officer of the board of 09 directors of the cooperative. 10 * Sec. 18. This Act takes effect immediately under AS 01.10.070(c).