§ 10. Purpose. Cooperative, non-profit, membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas in accordance with the provisions of this chapter.
§ 11. Incorporators. Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.
§ 12. Name. The name of a cooperative shall include the words “Electric” and “Cooperative,” and the abbreviation “Inc.,” and shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in this state. Only a cooperative or corporation doing business in this state […]
§ 13. Articles of incorporation. Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state: (1) the name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; and (4) the names and addresses of its directors; and […]
§ 14. Powers. A cooperative shall have power: (a) To sue and be sued in its corporate name; (b) To have perpetual existence; (c) To adopt a corporate seal and alter the same; (d) To generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and to distribute, sell, supply, and dispose of electric energy to […]
§ 15. By-laws. The board of directors shall adopt the first by-laws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the by-laws by the affirmative vote of a majority of those members voting thereon at a meeting of the members. The by-laws […]
§ 16. Members. Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy or other services furnished by the cooperative when they are made available through its facilities. Any member of a cooperative who agrees to use […]
§ 17. Meetings of members. (a) An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the by-laws. (b) Special meetings of the members may be called by the president, by the board of directors, by any three directors, or by not less […]
§ 18. Waiver of notice. Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction […]
§ 19. Board of directors. (a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member thereof. The by-laws shall prescribe the number of directors, their qualifications, other than those […]
§ 19-a. Conflict of interest policy. (a) Except as provided in subdivision (d) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a conflict of interest policy to ensure that its directors, officers and employees act in the cooperative’s best interest and comply with […]
§ 19-b. Whistleblower policy. (a) Except as provided in subdivision (c) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a whistleblower policy to protect from retaliation persons who report suspected improper conduct. Such policy shall provide that no director, officer or employee of […]
§ 20. Districts. The by-laws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such case the by-laws shall prescribe the boundaries […]
§ 21. Officers. The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such office ceases to be a director he shall cease to hold such office. The offices of secretary and of treasurer […]
§ 22. Liability of directors in certain cases. (a) Directors of a cooperative who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the cooperative for the benefit of its creditors or members or the ultimate beneficiaries of its activities, to the extent of any injury […]
§ 23. Action against directors and officers for misconduct. (a) An action may be brought against one or more directors or officers of a cooperative to procure a judgment for the following relief: (1) To compel the defendant to account for his or her official conduct in the following cases: (i) The neglect of, or […]
§ 24. Nonexclusivity of statutory provisions for indemnification of directors and officers. The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate […]
§ 25. Authorization for indemnification of directors and officers. (a) A cooperative may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the cooperative to procure a judgment in its favor, whether civil or criminal, including an action by […]
§ 26. Payment of indemnification other than by court award. (a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section twenty-five shall be entitled to indemnification as authorized in such section. (b) Except as provided in […]
§ 27. Indemnification of directors and officers by a court. (a) Notwithstanding the failure of a cooperative to provide indemnification, and despite any contrary resolution of the board or of the members in the specific case under section twenty-six of this article, indemnification shall be awarded by a court to the extent authorized under section […]
