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.