For the purposes of this chapter, the following terms shall have the meanings respectively ascribed to them by this section, unless the context otherwise requires:

(1) PERSON. Such term includes any natural person, firm, association, corporation, business trust partnership, federal agency, state, or political subdivision or agency thereof, or any body politic.

(2) MEMBER. Each incorporator of a cooperative and each person admitted to and retaining membership therein, including a husband and wife admitted to joint membership.

The business and affairs of a cooperative shall be managed by a board of not less than five trustees, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof, or a person designated by the governing body or board of directors of a municipality or other corporation, respectively, which is a member thereof. The bylaws shall prescribe the number of trustees, their qualifications, other than those provided for in this chapter, the manner of holding meetings of the board of trustees, and of the election of successors to trustees who shall resign, die or otherwise be incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors. The bylaws may establish a procedure for nominating candidates for the board of trustees and if the bylaws contain such a procedure, they may prohibit nominations from the floor on the day of an annual, district, or area meeting. The board of trustees may establish a fixed fee and expenses of attendance, if any, to be paid to each trustee for attendance at each meeting of the board of trustees, at national, regional, or state meetings of electric cooperatives, at meetings for the purpose of training or educating trustees sponsored by the cooperative or by organizations in which the cooperative is a member, or organizations which provide such training and education to trustees of cooperatives or for time expended otherwise performing their duties. The cooperative may also provide fringe benefits such as insurance for trustees who are serving or who have served the cooperative as a trustee. Except for said fixed fees, expenses, and fringe benefits, trustees shall not receive any salaries for their services as trustees and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without prior approval by the members or under procedures approved by the members, which procedures may include delegation of such authority to the board of trustees. The trustees of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each annual meeting, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, or at an area or district meeting, the members shall elect trustees to hold office until the next following annual meeting of the members, except as hereinafter otherwise provided. Each trustee shall hold office for the term for which he is elected or until his successor shall have been elected and qualified. The bylaws may provide that, in lieu of electing the whole number of trustees annually, the trustees shall be divided into classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees to be staggered. At each annual, district or area meeting after such classification, a number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected. A majority of the board of trustees shall constitute a quorum. If a husband and wife hold joint membership in a cooperative, pursuant to appropriate bylaw provision, either one, but not both, may be elected as a trustee. The board of trustees may exercise all of the powers of a cooperative except such as are conferred upon the members by this chapter or its articles of incorporation or bylaws.

Notwithstanding any other provision of this chapter, the bylaws may provide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that, in respect of each such voting district, a designated number of trustees shall be elected by the members residing therein, or a designated number of delegates shall be elected by such members, or both such trustees and delegates shall be elected by such members. In any case, the bylaws shall prescribe the manner in which such voting districts and the members thereof and the delegates and trustees, if any, elected therefrom shall function, and the powers of the delegates, which may include the power to elect trustees. No member at any voting district meeting and no delegate at any meeting shall vote by proxy or by mail. A quorum of three precent of all members present in person shall constitute a quorum for the election of trustees at a district or area meeting of members or for the transaction of other business at an area meeting, unless the bylaws prescribe a greater quorum requirement. In actions required to be approved by the cooperative's members, votes cast at all area meetings shall be aggregated and the failure of an area to have a quorum present or an adverse vote at some area meetings shall not defeat the action if, after aggregating votes at all area meetings, the proposal received a sufficient vote on an aggregate basis. No vote of the members on any matter required to be voted on by Section 37-6-9(b) at a central annual or special meeting shall be taken at an area meeting.

The officers of a cooperative shall consist of a president, one or more vice-presidents, a secretary, and a treasurer, who shall be elected annually by the board of trustees. The cooperative may elect a chairperson of the board who shall be elected by and from the board of trustees. The offices of secretary and treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.

Any two or more cooperatives, each of which is hereinafter designated a 'consolidating cooperative,' may consolidate into a new cooperative, hereinafter designated the 'new cooperative,' by complying with the following requirements: The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of trustees of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of each consolidating cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of the secretary of state; the name of the new cooperative and the address of its principal office; the names and addresses of the persons who shall constitute the first board of trustees of the new cooperative; the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership in respect of such converted memberships; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the new cooperative. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall then be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at such meeting. Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this chapter.

Any one or more cooperatives, each of which is hereinafter designated a 'merging cooperative,' may merge into another cooperative, hereinafter designated the 'surviving cooperative,' by complying with the following requirements: The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of each merging cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the Office of the Secretary of State; the name of the surviving cooperative and the address of its principal office; a statement that the merging cooperatives elect to be merged into the surviving cooperative; the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative. The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each cooperative voting thereon at such meeting. Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in the form approved shall be executed and acknowledged on behalf of each cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State for filing as provided in this chapter.

The effect of consolidation or merger shall be as follows: The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of consolidation, shall be the new cooperative provided for in the articles of consolidation and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease. Such new or surviving cooperative shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this chapter, and shall possess all the rights, privileges, immunities and franchises as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging cooperatives, and, furthermore, all and every interest of, or belonging or due to each of the cooperatives so consolidated or merged shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger. Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claims existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place; but such new or surviving cooperative may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger. In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.

Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy to its members may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements: The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of the corporation prior to its conversion into a cooperative; the address of the principal office of such corporation; the date of the filing of articles of incorporation of such corporation in the office of the secretary of state; the statute or statutes under which such corporation was organized; the name assumed by such corporation; a statement that such corporation elects to become a cooperative, general welfare, membership corporation subject to this chapter; the manner and basis of converting either memberships in or shares of stock of such corporation into memberships in the converted corporation; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of such corporation shall then be submitted to a vote of the members or stockholders, as the case may be, of such corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with such amendments thereto as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, upon the affirmative vote of the holders of not less than two thirds of the capital stock of such corporation represented at such meeting. Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such corporation by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice-president executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this section, with respect to the approval of its trustees or directors and its members or stockholders, of the proposition for the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter. The term 'articles of incorporation,' as used in this chapter, shall be deemed to include the articles of conversion of a converted corporation.

(a) A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The date of its incorporation;

(4) That the cooperative has not commenced business;

(5) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements shall have been released to the grantors;

(6) That no debt of the cooperative remains unpaid; and

(7) That a majority of the incorporators elect that the cooperative be dissolved.

Such articles of dissolution shall be submitted to the Secretary of State for filing as provided in this chapter.

(b) A cooperative which has commenced business may dissolve voluntarily and wind up its affairs solely and exclusively in the following manner:

(1) The board of trustees shall first recommend that the cooperative be dissolved voluntarily, and, thereafter, the proposition that the cooperative be dissolved shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be voted upon at a meeting of members and shall be deemed to be approved upon the affirmative vote of not less than a majority of all of the members of the cooperative.

(2) Upon such approval, a certificate of election to dissolve, hereinafter designated the 'certificate,' shall be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state:

a. The name of the cooperative;

b. The address of its principal office;

c. The names and addresses of its trustees; and

d. The total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative.

The president or vice-president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of this subsection were duly complied with. Such certificate and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter.

(3) Upon the filing of the certificate and affidavit by the Secretary of State, the cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State.

(4) After the filing of the certificate and affidavit by the Secretary of State, the board of trustees shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.

(5) The board of trustees shall have full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owed to the cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations, and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate or, if the cooperative shall not have been in existence for such period, during the period of its existence, or, on such other basis as the board of trustees may determine.

(6) When all debts, liabilities, and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor, and all of the remaining property and assets of the cooperative shall have been distributed to the members pursuant to the provisions of this section, the board of trustees shall authorize the execution of articles of dissolution which shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:

a. The name of the cooperative;

b. The address of the principal office of the cooperative;

c. That the cooperative has heretofore delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office;

d. That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor;

e. That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and

f. That there are no actions pending against the cooperative.

The president or vice-president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this subsection were duly complied with. Such articles of dissolution and affidavit, accompanied by proof of the publication required in this subsection, shall be submitted to the Secretary of State for filing as provided in this chapter.

Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter, shall be presented to the Secretary of State for filing in the records of his office. If the Secretary of State shall find that the articles presented conform to the requirements of this chapter, he shall, upon the payment of the fees, file the articles so presented in the records of his office, and, upon such filing, the incorporation, amendment, consolidation, merger, conversion or dissolution provided for therein shall be in effect. The Secretary of State immediately upon the filing in his office of any articles pursuant to this chapter shall transmit a certified copy thereof to the probate judge of the county in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion or dissolution shall be located. The probate judge of any county, upon receipt of any such certified copy, shall file and index the same in the records of his office, but the failure of the Secretary of State or of a probate judge of a county to comply with the provisions of this section shall not invalidate such articles. The provisions of this section shall also apply to certificates of election to dissolve and affidavits of compliance executed pursuant to subsection (b) (2) of Section 37-6-18.

Cooperative, nonprofit membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof, for the purpose of promoting and extending the use of water and water systems and sanitary sewer systems and for the purpose of providing to its members and other persons services solely for the reception of television programming through the use of television program decryption equipment and subscriber owned, leased or rented satellite dishes, but such equipment shall not be utilized for the bi-directional transmission of voice, data or other signal. A cooperative providing television reception services shall enter into pole attachment agreements with cable television companies permitting cable television companies to attach their lines to the cooperative's poles at prevailing market rates.

Cooperatives heretofore organized under this chapter may, in addition to the purposes for which they were organized engage in any of the activities authorized or described in the preceding paragraph of this section, whether or not the bylaws of the cooperative provide for such activity.

Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary to defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year; to pay interest and principal obligations of the cooperative coming due in such fiscal year; to finance or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of trustees; to provide a reasonable reserve for working capital; to provide a reserve for the payment of indebtedness of the cooperative maturing more than one year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year; and to provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the cooperative shall be distributed by the cooperative to its members as, and in the manner, provided in the bylaws, either as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members paid for during such fiscal year or by way of general rate reductions, or by combination of such methods. Nothing contained in this article shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the same shall become due.

A cooperative may not sell or lease all or any substantial portion of its property, unless such sale or lease is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two thirds of all the members of the cooperative and unless the notice of such sale or lease shall have been contained in the notice of the meeting. A cooperative acting through its board of trustees may mortgage, by mortgage or deed of trust, pledge or otherwise encumber, to secure any indebtedness of the cooperative, all or any portion of its property, assets and the revenues and income therefrom, from time to time, when authorized by the affirmative vote of a majority of its members at a duly held meeting after proper notice thereof. The board of trustees of a cooperative, without authorization of the members, shall have full power and authority to authorize from time to time the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, all or any portion of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the cooperative to the United States of America, any instrumentality or agency thereof, to any financing institution organized on a cooperative plan for the purpose of financing its members' programs, projects and undertakings, in which the cooperative holds membership or to any bank or other financial institution lending money or credit to the cooperative. The term 'substantial portion' used herein means 10 percent or more of the cooperative's total assets as reflected on its books at the time of a transaction.

Prior to the making of any offer by any person or entity to acquire or lease all or a substantial portion of the assets or property of a cooperative, the person or entity making such offer shall, not less than five business days prior to such offer becoming effective and being communicated to members of the cooperative, file with each member of the board of trustees of the cooperative and with its general manager a disclosure statement as contemplated by Section 14 of the United States Securities Exchange Act of 1934 and rules and regulations promulgated by the United States Securities Commission thereunder on Schedule 14D-1. Comprehensive financial statements on the offeror and all persons who may own five percent or more of the stock or other interests in the offeror shall be included with such schedule. If there is any material change in any of the information set forth in such disclosure statement, the person or entity making the offer shall promptly file an amendment to the disclosure statement with each of the trustees and the general manager of the cooperative. References in Schedule 14D-1 to securities and equity owners shall for the purposes of this section, mean members of the cooperative and their votes.

Within 10 days from the receipt of the disclosure statement or any amendment thereto, the board of trustees of the cooperative shall cause all information concerning the offer and copies of the disclosure statement to be transmitted to every other cooperative that is organized under this Chapter 6 of Title 37 with an invitation inviting them to submit competing or alternative proposals, including proposals to merge or consolidate with the cooperative. Such other cooperatives shall be given at least 90 days from the date they receive the information required by this paragraph to make such proposals and no meeting of members shall be called or noticed to consider any offer until after the expiration of such deadline.

The disclosure statement and other information required to be submitted to the board of trustees of the cooperative shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Compliance with the provisions of this section shall not be required if the sale or lease is to be with one or more other cooperatives which are organized under this chapter and the effect thereof will be essentially the same as if a merger or consolidation were being consummated with one or more other cooperatives. This section shall also not apply if the proposed sale is in the nature of an involuntary sale, such as condemnation, or a sale required or authorized by electric utility territorial legislation now existing or hereafter adopted, or if the property to be sold is no longer used or useful in conducting the business of the cooperative.

Failure to provide the disclosure statement and any and all information required therein shall cause the offer made in violation of the disclosure requirements hereof to be void and unenforceable and shall cause any purchase or transaction taken in pursuance or as a result thereof between the cooperative and the offeror to be ineffective and rescindable within five years after consummation at the option of the cooperative.

The private property of the members of a cooperative shall be exempt from execution for the debts of the cooperative, and no member shall be liable or responsible for any debts of the cooperative. A cooperative shall not be liable to its members for any outage of service or voltage fluctuation resulting from acts of God, such as lightning or windstorm, or from occurrences that may reasonably be expected to happen in the normal course of utility business, such as equipment failures. In any claim for property damage alleging negligence of the cooperative, the member shall prove by the testimony of a witness expert in the operation of utility businesses that the action or inaction of the cooperative alleged to have caused the property damage is not normal in the operations of a utility business.

Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporation transacting business in this state pursuant to this chapter, which, by its terms, creates a lien upon real and personal property then owned or after acquired and which is recorded as a mortgage of real property in any county in which such property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded or filed in the proper office in such county as a mortgage of personal property. Recordation of any such mortgage, deed of trust or other instrument shall cause the lien thereof to attach to all after acquired property of the mortgagor of the nature therein described as being mortgaged or pledged thereby, immediately upon the acquisition of such property by the mortgagor, and such lien shall be superior to all claims of creditors of the mortgagor and purchasers of such property and to all other liens, except liens of prior record and tax liens affecting such property.

Whenever any notice is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of a cooperative, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice. If a person or persons entitled to notice of a meeting shall attend such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director or member of such cooperative.

Any corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon compliance with the general regulations applicable to foreign corporations desiring to do business in this state. In its activities, operations and functions in this state, such corporation or association shall be subject to the provisions of this chapter.

Cooperatives transacting business in this state pursuant to this chapter shall be deemed to be general welfare cooperatives and exempt in all respects from the jurisdiction and control of the Public Service Commission of this state.

No bonds or other evidences of indebtedness of any cooperative or foreign corporation transacting business in this state pursuant to this chapter shall be issued or sold until the consent to the issuance and sale thereof shall have been given by the Department of Finance, as provided by law.

The provisions of the Alabama Securities Law shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative transacting business in this state pursuant to this chapter to the United States of America, or any agency or instrumentality thereof, or to any mortgage or deed of trust executed to secure the same. The provisions of said securities law shall not apply to the issuance of membership certificates by any cooperative.

A cooperative shall have the power:

(1) To sue and be sued in its corporate name.

(2) To adopt a corporate seal and alter the same at its pleasure.

(3) To generate, manufacture, purchase, acquire and transmit electric energy and to distribute, sell, supply and dispose of electric energy to its members, to governmental agencies and political subdivisions and to other persons; provided, however, that should a cooperative acquire any electric facilities dedicated or devoted to the public use, it may continue to serve the persons served directly from such facilities at the time of such acquisition without requiring that such persons become members, and, provided further, that such nonmembers shall have the right to become members upon nondiscriminatory terms. Cooperatives may not condition membership or provision of service on compliance by the member with requirements not directly related to the electric or other service to be provided by the cooperative.

(4) To process, treat, sell, and dispose of water and water rights and to purchase, construct, own, and operate water systems and to supply water services.

(5) To purchase, construct, own, and operate sanitary sewer systems and supply sewer services.

(6) To purchase, construct, own and operate systems and facilities for providing television reception services through the use of television program decryption equipment and subscriber owned, leased or rented satellite dishes, but such equipment shall not be utilized for the bi-directional transmission of voice, data, or other signal.

(7) To make loans to persons to whom electric energy, water, sanitary sewer or television reception services through the use of television program decryption equipment and subscriber owned, leased or rented satellite dishes is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in, wiring their premises and installing therein electric, water, sanitary sewer and plumbing fixtures, appliances, apparatus and equipment of any and all kinds and character or to make loans to or assist such persons in constructing, maintaining and operating electric refrigeration plants, and, in connection therewith, to purchase, acquire, lease, sell, distribute, install, and repair such electric, water, sanitary sewer, plumbing, and television reception services through the use of television program decryption equipment and subscriber owned, leased or rented satellite dishes, fixtures, appliances, apparatus, and equipment and to assist in any manner members in the efficient and economical use of electric energy, water, sanitary sewer, or television reception services that are described in subsection (6) of this section. Loans made under this subsection may be made out of general funds or otherwise and such loans shall not be subject to the provisions of Chapters 18 and 19 of Title 5, or other similar legislation that may be adopted in the future.

(8) To accept, or otherwise acquire, and to sell, assign, transfer, endorse, pledge, hypothecate, and otherwise dispose of notes, bonds, and other evidences of indebtedness and any and all types of security therefor. To make loans to persons to whom electric energy, water, and sanitary sewer service is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in constructing, maintaining, and operating electric refrigeration plants.

(9) To become a member of one or more other cooperatives and to acquire, hold and dispose of and exercise any power or right with respect thereto or with respect to the shares or other interests in, or obligations of other public or private domestic or foreign corporations, associations, partnerships or individuals whether or not such entities pursue purposes, exercise powers, or engage in activities that the cooperative is authorized to pursue, exercise, or engage in.

(10) To construct, purchase, take, receive, lease as lessee or otherwise acquire, and to own, hold, use, equip, maintain, and operate, and to sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber electric transmission and distribution lines or systems, electric generating plants, electric refrigeration plants, water lines, sanitary sewer lines, water systems, and sanitary sewer systems, television reception equipment through the use of television program decryption equipment and subscriber owned, leased, or rented satellite dishes, lands, buildings, structures, dams, plants, and equipment and any and all kinds and classes of real or personal property whatsoever, which shall be deemed necessary, convenient or appropriate to accomplish the purpose for which the cooperative was organized or in which it subsequently lawfully engages.

Electric generating plants, transmission, and distribution lines or systems as referred to in this section shall include any arrangement or agreement for the purchase, exchange, or transmission of electric power, capacity or energy, whether sole or as joint owner of all or any part in common with one or more persons as agent, or as principal, and shall include ownership of an undivided interest in facilities with any other person. Any agreement with respect to such facilities may include provisions for the construction, operation, and maintenance of electric generation, distribution, or transmission facilities by any one or more of the parties to the agreement or by any other means which may be determined by the parties thereto, and may include provisions for a method or methods of determining and allocating, among or between the parties, costs of construction, operation, maintenance, renewals, replacements, improvements, retirement, and disposals with respect to the facility and the entitlement of joint owners to the production capability or utilization of the facilities including allocation of costs in the event of default on the part of one or more joint owners and the payment of all such costs as provided in the agreement. Any such agreement shall supersede any provision of law to the contrary relating to the rights of joint owners of property and relating to the use of property, title to which is held by the cooperative jointly with others and, notwithstanding anything contained in any other law to the contrary, pursuant to the terms of any agreement authorized in this subdivision, the cooperative may delegate any and all of its powers and duties with respect to the construction, operation, maintenance, renewal, replacement, improvement, retirement or disposal of electric generation, distribution or transmission facilities to the party or parties acting as agent, managing partner, managing co-owner of the party otherwise given such responsibility or authority pursuant to the agreement and all actions taken by such other party in accordance with the provisions of the agreement may be binding upon the cooperative without further action or approval by the cooperative. Such agreements may provide for purchase, acquisition, and ownership of project capability or amounts of electric capacity and energy, if any, which a project is capable of producing at any particular time (including times when the project is incomplete or not operable or not operating or the operation thereof is suspended, interrupted, interfered with, reduced, or curtailed in whole or in part for any reason whatsoever) and may provide for the payment of proportional shares of costs of the project, including debt service and deposits for reserves and contingencies as directed or established by the project manager and including increases in such payments to cover project costs upon the default of any participant and to enter into agreements requiring payments by the cooperative of an unconditional nature, irrespective of whether any electricity or other service is received in return for such payments and irrespective of whether the cooperative acquires any ownership interest in any tangible physical property.

(11) To purchase or otherwise acquire and to own, hold, use, and exercise and to sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber franchises, rights, privileges, licenses, rights-of-way, and easements.

(12) To borrow money and otherwise contract indebtedness and to issue notes, bonds, and other evidences of indebtedness therefor, and to secure the payment thereof by mortgage, pledge, deed of trust or any other encumbrance upon any or all of its then owned or after acquired real or personal property, assets, franchises, revenues, or income.

(13) To make any and all contracts necessary or convenient for the full purpose of the powers in this chapter granted, including, but not limited to, contracts with any person, federal agency, or municipality for the purchase or sale of electric energy, water, water and sanitary sewer services, or television reception services through the use of television program decryption equipment and subscriber owned, leased, or rented satellite dishes and in connection with any such contract to stipulate and agree to such covenants, terms and conditions as the board of trustees may deem appropriate, including covenants, terms and conditions with respect to resale rates, financial and accounting methods, services, operation and maintenance practices and, consistent with Section 37-6-20, the manner of disposing of the revenues of the properties operated and maintained by the cooperative.

(14) To construct, acquire, maintain, and operate electric transmission and distribution lines, water lines, sewer lines, and television reception systems, and equipment through the use of television program decryption equipment, and subscriber owned, leased, or rented satellite dishes along, upon, under, and across all public thoroughfares, including without limitation all roads, highways, streets, alleys, bridges, and causeways and upon, under, and across all publicly owned lands; subject only to reasonable rules and regulations as to safety that the respective authorities having jurisdiction thereof shall require.

(15) To exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of that power by corporations constructing or operating electric generating, transmission, or distribution lines, or systems; and, in the construction and operation of water systems and sanitary sewer systems and television reception systems through the use of television program decryption equipment and subscriber owned, leased or rented satellite dishes, to exercise the power of eminent domain in the manner provided in Title 18.

(16)a. A cooperative shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including appeals (other than an action by or in the right of the cooperative), by reason of the fact that he is or was a director, trustee, officer, employee, or agent of the cooperative, or is or was serving at the request of the cooperative as a director, trustee, officer, partner, employee, or agent of another cooperative, corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the cooperative or other entity, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any claim, action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the cooperative, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

b. A cooperative shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, or suit by or in the right of the cooperative to procure a judgment in its favor by reason of the fact that he is or was a director, trustee, officer, employee, or agent of the cooperative, or is or was serving at the request of the cooperative as a director, officer, partner, employee, or agent of another cooperative, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the cooperative or other entity and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the cooperative or other entity unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which court shall deem proper.

c. To the extent that a director, trustee, officer, employee, or agent of a cooperative or other entity has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs a. and b. of this subdivision, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue, or matter in any such action, suit, or proceeding.

d. Any indemnification under paragraphs a. and b. of this subdivision (unless ordered by a court) shall be made by the cooperative only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs a. and b. of this subdivision. Such determination shall be made (i) by the board of directors or trustees by a majority vote of a quorum consisting of directors or trustees who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors or trustees so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

e. Expenses (including attorneys' fees) incurred in defending a civil or criminal claim, action, suit, or proceeding may be paid by the cooperative in advance of the final disposition of such claim, action, suit, or proceeding as authorized in the manner provided in paragraph a. of this subdivision upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount if and to the extent that it shall be ultimately determined that he is not entitled to be indemnified by the cooperative as authorized in this section.

f. The indemnification authorized by this section shall not be deemed exclusive of and shall be in addition to any other right (whether created prior or subsequent to the enactment of this section) to which those indemnified may be entitled under any statute, rule of law, provisions of articles of incorporation, bylaw, agreement, vote of members or shareholders or disinterested directors or trustees, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

g. A cooperative shall have power to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, or agent of the cooperative, or is or was serving at the request of the cooperative as a director, trustee, officer, partner, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the cooperative would have the power to indemnify him against such liability under the provisions of this section.

(17) To conduct its business and exercise any or all of its powers within or without this state.

(18) To adopt, amend, and repeal bylaws.

(19) To provide its members and other persons services solely for the reception of television programming through the use of television program decryption equipment and subscriber owned, leased, or rented satellite dishes, but such equipment shall not be utilized for the bi-directional transmission of voice, data, or other signal.

(20) To assist any other cooperatives organized under this chapter in the execution of its purposes and powers.

(21) To apply a surcharge on its rates to those members or other consumers which it serves in a political subdivision imposing a requirement on a cooperative which necessitates the incurrence of additional costs in providing service in that political jurisdiction or a portion thereof in an amount and for a time sufficient to recover such additional costs and the carrying charges thereon.

(22) To make and enter into contracts of guaranty, including, without limitation, obligations of a generating and transmission cooperative which is the wholesale power supplier of the cooperative, whether or not the cooperative has a direct interest in the subject matter of the contract with respect to which it acts as guarantor or surety. Notwithstanding any contrary provision of Section 37-6-21, in connection with any such guaranty, without authorization of its members, to secure its guaranty obligations by executing a guarantor's note and securing such note or its guaranty with a mortgage on all or any portion of its property, assets and the revenues and income therefrom. Such mortgage may be to the party for whose benefit the guaranty is given, to other guarantors of the debt guaranteed by the cooperative or to an agent, trustee or other representative of the holder of the guaranty or other guarantors.

(23) To do and perform any and all other acts and things and to have and exercise any and all other powers which may be necessary, convenient, or appropriate to accomplish the purposes for which the cooperative is organized or in which it subsequently lawfully engages.

(a) For the purposes of this section, the following terms shall have the meanings respectively ascribed to them herein:

(1) RURAL ELECTRIC COOPERATIVE. A cooperative corporation formed under Chapter 6 or Chapter 7 of Title 37, or any successor provision of the Code of Alabama, or any of its subsidiaries.

(2) GAS DISTRICT. A public corporation formed under Article 12 of Chapter 50 of Title 11, or any successor provision of the Code of Alabama.

(b) Any rural electric cooperative or gas district may terminate or decline service at all locations if an applicant or customer, or a member of the applicant's or customer's household, is indebted to the rural electric cooperative or gas district for services at the present location or a former location of the applicant or customer. This section shall not apply if a person was not a member of the household of the applicant or customer, or if a person was a minor when the indebtedness was incurred. In the event that such indebtedness for service previously rendered is in dispute, the applicant shall be served or the customer's service shall be continued upon complying with the normal deposit requirements of the rural electric cooperative or gas district and, in addition thereto, by making a special deposit in an amount equal to the net balance in dispute. Upon settlement of the disputed account, the balance, if any, due the applicant or customer or member of applicant's or customer's household shall be promptly repaid.

The name of each cooperative primarily engaged in the distribution of electricity or other services shall include the word 'cooperative'; and the name of each cooperative primarily engaged in generating or transmitting electricity for delivery to an electric distributor shall include at least one of the words 'electric, power' or 'cooperative'; provided, that such limitation shall not apply if, in an affidavit made by the president or vice president of a cooperative on file with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name; and provided further, that any corporation heretofore or hereafter organized under Chapter 7 of this title, which may be converted into a cooperative and become subject to this chapter, as provided in Section 37-6-16, or any foreign corporation transacting business in this state pursuant to Section 37-6-26, may, at its election, retain the same corporate name which it had prior to such conversion or transaction of business. The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of, or authorized to transact business in, this state. The words 'electric cooperative' or 'power cooperative' shall not both be used in the name of any corporation organized under the laws of, or authorized to transact business in, this state, except a cooperative or corporation transacting business in this state pursuant to the provisions of this chapter.

For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:

(1) RURAL AREA. Any area within this state not included within the boundaries of any incorporated or unincorporated city, town, village or borough having a population in excess of 25,000 inhabitants according to the last preceding federal census, prior to the time service was commenced. For purposes of providing wireless communications services, including, without limitation, services classified as of January 1, 1997, as 'commercial mobile radio services' by the FCC, the term 'rural area' shall include all of the territory for which the electric cooperative is authorized to provide wireless service under federal law or regulations.

(2) TELEPHONE SERVICE. Any communication service, including, without limitation, all telephone lines, facilities or systems used in the rendition of such service.

Any electric cooperative presently or hereafter organized and any corporation converted into an electric cooperative under the provisions of Article 1 of this chapter shall have, in addition to its present or other powers, the power to furnish telephone service in rural areas to its members and the persons it serves, in the manner provided in this article.

(a) Any such electric cooperative shall have power:

(1) To supply telephone service in rural areas to its members, to governmental agencies and political subdivisions, to other persons, and to business entities not in excess of 40 percent of the number of its members; provided that wireless communications services, including, without limitation, services classified as of January 1, 1997, as 'commercial mobile radio services' by the Federal Communications Commission, may be provided to any person, firm, corporation, governmental agency, or political subdivision within any area for which the electric cooperative is authorized to provide such wireless service under federal law or regulations, without the business entity being a member of the cooperative, regardless of whether the business entity is in excess of 40 percent of the number of its members, and, without limiting the foregoing, should a cooperative acquire any facilities in rural areas supplying telephone service to persons in rural areas, it may, for the purpose of continuing such service and avoiding hardship, and to an extent which together with all other persons receiving telephone service on a nonmember basis shall not exceed 50 percent of the total number of persons receiving telephone service, continue to serve the persons served directly from the facilities at the time of the acquisition without requiring that persons become members and provided further that no electric service shall be furnished contrary to the provisions of Sections 37-14-1 through 37-14-17 or Sections 37-14-30 through 37-14-40.

(2) To construct, purchase, take, receive, lease as lessee or otherwise acquire, and to own, hold, use, equip, maintain, and operate, to sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge or otherwise dispose of or encumber telephone lines, facilities, or systems, lands, buildings and structures, plants and equipment, and any and all kinds and classes of real or personal property whatsoever which shall be deemed necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized; provided, however, that no electric cooperative organized and no corporation converted into an electric cooperative, under Article 1 of this chapter, shall construct, purchase, take, receive, lease as lessee, or otherwise acquire or maintain or operate any telephone lines, facilities, plants, or systems, other than telephone lines, facilities, plants, or systems used to provide wireless communications services, in any area other than a rural area as defined by this article.

(3) To make any and all contracts necessary or convenient for the full exercise of the powers granted in this article, including, but not limited to, contracts with any person, firm, corporation, federal agency, or municipality for connections of telephone lines, facilities, or systems and in connection with any contract to stipulate and agree to covenants, terms, and conditions as the board of trustees may deem appropriate, including covenants, terms and conditions with respect to rates, financial and accounting methods, services, operation and maintenance practices, and, consistent with Section 37-6-20, the manner of disposing of the revenues of the properties operated and maintained by the cooperative; to construct, maintain, and operate telephone lines along, upon, under, and across all public thoroughfares, including without limitation all roads, highways, streets, alleys, bridges, and causeways, and upon, under, and across all publicly owned lands; provided, however, that the respective authorities having jurisdiction thereof shall consent thereto; provided further, that said construction, maintenance, and operation of the telephone lines shall be in the manner and according to the specifications as will avoid interference with, or hazards to, existing communication lines; to exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of that power by corporations constructing or operating telephone lines, facilities, or systems; provided, however, that, notwithstanding Section 37-6-27, cooperatives organized and corporations converted into cooperatives under Article 1 of this chapter for the purpose of supplying the telephone service shall, as relates to that part or portion of their business devoted to the supplying of telephone service under this article, be subject to the jurisdiction of the Alabama Public Service Commission to the same extent, in the same manner, and in every respect as are existing telephone companies.

(b) Any cooperative organized under or furnishing telephone service pursuant to this article shall have the right to interconnect its lines, facilities, or systems with the lines, facilities, or systems of any person, firm, or corporation furnishing telephone service to the public in this state, and any person, firm, or corporation furnishing telephone services to the public in this state shall have the right to interconnect its lines, facilities, or systems with those of any cooperative furnishing telephone services under this article, in order to provide a continuous line of communication for all telephone subscribers. Any such interconnection shall be pursuant to the same terms and conditions regardless of whether initiated by the cooperative or other telephone or telecommunications supplier, with compensation to be the same or based on methodology designed to recover the reasonable costs of the respective parties; provided, however, that nothing herein shall affect arrangements in place on May 6, 1998. If a person, firm, or corporation and the cooperative shall be unable to agree upon the terms and conditions of such interconnection, including compensation therefor, the Alabama Public Service Commission shall establish the terms and conditions, which shall be reasonable and nondiscriminatory.

The name of an electric cooperative which engages in the furnishing of telephone service may include the word 'telephone' and need not include the word 'electric' if it is not engaged in the furnishing of electrical energy. The words 'telephone' and 'cooperative' shall not both be used in the name of any corporation hereafter organized under the laws of, or authorized to transact business in, this state, except a cooperative or corporation transacting business in this state pursuant to the provisions of this article.

Except as otherwise provided in this article, electric cooperatives shall possess and exercise all powers in connection with the construction, acquisition and operation of telephone systems and in connection with furnishing telephone service as they now possess in connection with making electrical energy available to their members and other persons.

Electric cooperatives are authorized to supply to their members and other persons they are authorized to serve only electrical energy or only telephone service, or both.

The power to furnish telephone service conferred in this article on electric cooperatives is exclusive, and no other nonprofit membership corporation or organization, including improvement authorities organized under the provisions of Article 1 of this chapter, shall furnish such service.

It shall be the duty of the Alabama Public Service Commission to encourage the improvement and expansion of existing rural telephone facilities and the construction and operation of such additional facilities as are required to assure availability of adequate rural telephone service to the widest practicable number of rural users of such service, and to such ends the commission shall confer and advise with, and keep its official records open to inspection by, any interested person.

For the extra, new and additional duties imposed upon the Alabama Public Service Commission and the members thereof by this article and for the performance of duties which are and will be hereafter required of said commission and the members thereof under this article, each member of the commission, in addition to the compensation otherwise provided by law to be paid to him for his service as a member of the commission, shall receive $1,800.00 annually, which shall be paid semimonthly, as the salaries of other state officers are paid, out of the appropriation provided by law for payment of salaries and expenses of the commission and its employees.

Any cooperative organized under the provisions of this chapter prior to September 4, 1951, for the sole purpose of furnishing telephone service is hereby vested with all the powers and authority conferred on cooperatives by Sections 37-6-40 through 37-6-48. No cooperative shall have the right to furnish telephone service in any area or territory in which any cooperative organized prior to September 4, 1951, is authorized to furnish such service under the provisions of Sections 37-6-40 through 37-6-48. The organization of any cooperative created prior to September 4, 1951, for the sole purpose of furnishing telephone service is hereby ratified, validated and confirmed, and any irregularity in the organization of any such cooperative shall be deemed to be perfected.

Five or more natural persons or two or more cooperatives may organize a cooperative in the manner provided in this article.

The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators, and shall state: The name of the cooperative; the address of its principal office; the names and addresses of the incorporators; the names and addresses of the persons who shall constitute its first board of trustees; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs. Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this chapter. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter.

A cooperative may amend its articles of incorporation by complying with the following requirements: The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such meeting; and, upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of the cooperative; the address of its principal office; the date of the filing of its articles of incorporation in the Office of the Secretary of State; and the amendment to its articles of incorporation. The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter. A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office executed and acknowledged by its president or vice-president under its seal attested by its secretary in the Office of the Secretary of State and also in each county office in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within 30 days after the filing of such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.

The original bylaws of a cooperative shall be adopted by its Board of Trustees. Thereafter, bylaws shall be adopted, amended, or repealed by its members voting in person, or if the Board of Trustees has so authorized, voting by mail. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation.

(a) No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if he shall fail or refuse to use or pay for electric energy made available by the cooperative or if electric energy shall not be made available to such person by the cooperative within a specified time after such person shall have become a member thereof. Membership in the cooperative shall not be transferable, except as may be provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.

(b) An annual meeting of the members shall be held at such time as shall be provided in the bylaws. The bylaws may provide that area meetings shall take the place of a central annual meeting. If the bylaws of the cooperative provide for the utilization of area meetings, the areas shall be as prescribed in the bylaws and, if the cooperative's bylaws provide for voting districts as permitted by Section 37-6-11, the area shall coincide with such voting districts. A central annual special meeting must be held, and area meetings shall not take the place of a central meeting, if members vote on whether to consolidate or merge the cooperative with any other entity, to dissolve or sell or lease more than 10 percent of the assets or property of the cooperative. The board of trustees shall not have authority to file any petition for bankruptcy or reorganization in any court without a vote of a majority of the members taken at a central annual or special meeting. Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than 10 percent of the members or by the president. Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located. Except as otherwise provided in this article, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each member, either personally or by mail, not less than five nor more than 40 days before the date of the meeting. Three percent of all members present in person or, if mail voting is being utilized, three percent of all members either present in person or casting a vote by mail shall constitute a quorum for the transaction of business at all meetings of the members, unless the bylaws prescribe the presence (in person or, if authorized, by mail) of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. Registration of attendance at the meeting may be used to determine a quorum. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both; provided, however, notwithstanding any contrary provision in the bylaws of the cooperative, the board of trustees, by resolution, may authorize voting by mail on bylaw adoption, amendment, or repeal and, in such event, the board of trustees shall also specify the procedures to be followed in such mail voting. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. No person shall vote as proxy for more than three members at any meeting of the members.

(c) If the trustees of the cooperative are elected at area or district meetings of members, unless the bylaws of the cooperative provide that area meetings shall take the place of an annual meeting, an annual meeting of members shall be held for the purpose of receiving reports, voting on any other matters of which notice was given to the members in the notice of the annual meeting and conducting any other business that is provided to be transacted by the bylaws of the cooperative at the annual meeting of members.