Usa Alabama

USA Statutes : alabama
Title : Title 37 PUBLIC UTILITIES AND PUBLIC TRANSPORTATION.
Chapter : Chapter 07 ELECTRIC MEMBERSHIP CORPORATIONS.
Section 37-7-1

Section 37-7-1
Definitions.

The following terms, whenever used or referred to in this chapter, shall have the following meanings, unless a different meaning clearly appears from the context:

(1) CORPORATION. A corporation formed under this chapter.

(2) MUNICIPALITY. Any county, city or town of this state.

(3) PERSON or INHABITANT. Such term includes natural persons, firms, associations, corporations, business trusts, partnerships and bodies politic.

(4) ENERGY. Such term includes any and all electric energy no matter how generated or produced.

(5) SYSTEM. Such term includes any plant, works, system, facilities or properties, together with all parts thereof and appurtenances thereto, used or useful in the generation, production, transmission or distribution of energy.

(6) BONDS. Such term includes negotiable bonds, interim certificates or receipts, notes, debentures and all other evidences of indebtedness either issued or the payment thereof assumed by a corporation.

(7) LAW. Any act or statute, general, special or local of this state.

(8) FEDERAL AGENCY. Such term includes the United States of America, the President of the United States of America, the Administrator of General Services and any and all other authorities, agencies and instrumentalities of the United States of America heretofore or hereafter created.

(9) ACQUIRE. Such term includes construct, acquire by purchase, lease, devise, gift or the exercise of the right of eminent domain in the manner now or hereafter provided by law for the exercise thereof by the state, or other mode of acquisition.

(10) IMPROVE. Such term includes construct, reconstruct, improve, extend, enlarge, alter, better and repair.

(11) BOARD. The board of directors of a corporation formed under this chapter.

(12) MEMBER. Such term includes each natural person signing the certificate of incorporation of a corporation and each person admitted to membership therein pursuant to law or its bylaws.

(13) SERVICE. The sale or other disposition of energy at the lowest cost consistent with sound economy and the prudent management of the business of a corporation.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §11.)Section 37-7-10

Section 37-7-10
Enumerated powers.

A corporation created under the provisions of this chapter shall have power to do any and all acts or things necessary or convenient for carrying out the purpose for which it was formed, including, but not limited to the power: To sue and be sued; to have a seal and alter the same at pleasure; to acquire, hold and dispose of property, real and personal, tangible and intangible, or interests therein, and to pay therefor in cash or on credit, and to secure and procure payment of all or any part of the purchase price thereof on such terms and conditions as the board shall determine; to acquire, own, operate, maintain and improve a system or systems; to pledge all or any part of its revenues or mortgage or otherwise encumber all or any part of its property for the purpose of securing the payment of the principal of and interest on any of its obligations; to construct works across or along any street or public highway or over any lands which are now or may be the property of this state or any political subdivision thereof without obtaining any franchise or other permit therefor. The corporation shall, however, restore any such street or highway to its former condition or state as near as may be and shall not use the same in a manner to impair unnecessarily its usefulness. Said corporation shall also have the power: To accept gifts or grants of property, real or personal, from any person, municipality or federal agency and to accept voluntary and uncompensated services; to make any and all contracts necessary or convenient for the full exercise of the powers in this chapter granted, including, without limiting the generality of the foregoing, contracts with any person, federal agency or municipality for the purchase or sale of energy; for the management and conduct of the business of the corporation, including the regulation of the rates, fees or charges for service rendered by the corporation; to sell, lease, mortgage or otherwise encumber or dispose of all or any part of its property, as provided in this chapter; to contract debts, borrow money and to issue or assume the payment of obligations; to levy and collect reasonable fees, rents, tolls and other charges for service rendered; to perform any and all of the foregoing acts and to do any and all of the foregoing things under, through or by means of its own officers, agents and employees or by contracts with any person, federal agency or municipality.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §19.)Section 37-7-11

Section 37-7-11
Encumbering or disposing of property.

No corporation may sell, mortgage, lease or otherwise encumber or dispose of any of its property (other than property which, in the judgment of the board, is neither necessary nor useful in operating and maintaining the corporation's system and which in any one year shall not exceed 10 percent in value of the value of all the property of the corporation or merchandise) unless authorized so to do by the votes of at least a majority of its members and the consent of the holders of 75 percent in amount of the bonds of such corporation then outstanding is obtained.



(Acts 1935, No. 45, p. 100; Acts 1935, No. 168, p. 229; Code 1940, T. 18, §20.)Section 37-7-12

Section 37-7-12
Bonds or obligations - Consent of department of finance.

No bonds or obligations of any corporation formed under this chapter shall be issued or sold until consent to the issuance and sale thereof shall have been given by the Department of Finance. Such consent shall be granted only after a public hearing and after a petition requesting such consent has been duly filed by such corporation with the director of said department more than five days before such public hearing. Such petition shall specify the plan or program of the corporation and the uses to which it is proposed to put the proceeds of such issue and such other matters as are necessary fully to advise such Department of Finance of the nature of the corporate purpose in furtherance of which such issue is proposed, and said petition shall include such other information as may be required by the rules of such Department of Finance. The department shall grant such consent only after it finds that such issue or sale serves some public need and is in the public interest. It shall be unlawful for the corporation to use the proceeds of any such issue or sale contrary to the plan and purposes presented to such Department of Finance in obtaining its consent thereto. The corporation applying for such consent is authorized to pay such fees as shall be lawfully assessed against it by the Department of Finance.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §21.)Section 37-7-13

Section 37-7-13
Bonds or obligations - Manner of sale or issuance.

A corporation formed under this chapter shall have power and is authorized, from time to time, to issue its obligation in anticipation of its revenues for any corporate purpose. Said obligations may be authorized by resolution or resolutions of the board and may bear such date or dates, mature at such time or times, not exceeding 40 years from their respective dates, bear interest at such rate or rates not exceeding six percent per annum, payable semiannually, be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment, at such place or places, and be subject to such terms of redemption, not exceeding par and accrued interest, as such resolution or resolutions may provide. Such obligations may be sold in such manner and upon such terms as the board may determine at not less than par and accrued interest. Any provision of law to the contrary notwithstanding, any obligations and the interest coupons appertaining thereto, if any, issued pursuant to this chapter shall possess all of the qualities of negotiable instruments.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §22.)Section 37-7-14

Section 37-7-14
Bonds or obligations - Covenants or agreements.

In connection with the issuance of any obligations, a corporation may make such covenants or agreements and do any and all such acts and things as may be necessary or convenient or desirable in order to secure its obligations or which, in the absolute discretion of the board, tend to make the obligations more marketable, notwithstanding that such covenants, agreements, acts and things may constitute a limitation on the exercise of the powers granted in this chapter.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §23.)Section 37-7-15

Section 37-7-15
Bonds or obligations - Purchase of own obligations.

A corporation shall have power out of any funds available therefor to purchase any obligations issued by it at a price not exceeding the principal amount thereof and accrued interest thereon. All obligations so purchased shall be cancelled.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §24.)Section 37-7-16

Section 37-7-16
Consolidation.

Any two or more corporations created under the provisions of this chapter may enter into an agreement for the consolidation of such corporations. Such agreements shall set forth the terms and conditions of the consolidation, the name of the proposed consolidated corporation, the number of its directors, not less than three, the time of the annual election and the names of the persons, not less than three, to be directors until the first annual meeting. If such agreement is approved by a majority of the members of each corporation, the directors named in the agreement shall subscribe and acknowledge a certificate conforming substantially to the original certificates of incorporation, except that it shall be entitled and endorsed 'CERTIFICATE OF CONSOLIDATION OF _____' (the blank space being filled in with names of the corporations being consolidated) and shall state: The names of the corporations being consolidated; the name of the consolidated corporation; the other items required or permitted to be stated in an original certificate of incorporation. Such certificate of consolidation and a certified copy or copies thereof shall be filed in the same places as an original certificate of incorporation, and, thereupon, the proposed consolidated corporation, under its designated name, shall be and constitute a body corporate with all of the powers of a corporation as originally formed under this chapter.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §25.)Section 37-7-17

Section 37-7-17
Extension of territory.

Any corporation, as originally formed under this chapter, or a corporation resulting from the consolidation of two or more corporations may extend its territory by filing in the office of the officer charged with the duty of recording deeds of the county in which such new territory is located a certificate subscribed and acknowledged in the same manner as an original certificate of incorporation under this chapter by the president or a vice-president and the secretary or an assistant secretary of the corporation, which shall set forth: The name of the corporation; a reasonable description of the new territory; that the corporation is ready and able to extend forthwith its system into such new territory to the extent that it may economically do so. In the event that such new territory includes part of the territory of another corporation or corporations, then such certificate shall contain a statement to the effect that such other corporation or corporations have been requested in writing to construct the extensions which the corporation wishing to extend its territory is ready and able to construct and that such other corporation or corporations are not ready and able to do so. Unless such other corporation or corporations shall commence construction of such extensions within 30 days after being requested so to do, this shall be conclusive evidence as to the fact that such other corporation or corporations are not ready and able to construct such extensions. Construction of such extensions begun by such other corporation or corporations within said 30 day period must be continued with reasonable diligence.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §26.)Section 37-7-18

Section 37-7-18
Charges for services rendered.

A corporation formed under this chapter shall have power to charge reasonable fees, rents, tolls, prices and other charges for service rendered which shall be sufficient at all times to pay all operating and maintenance expenses necessary or desirable for the prudent conduct and operation of its business and the principal of and interest on such obligations as the corporation may have issued or assumed in the performance of the purpose for which it was formed, and the revenues and receipts of a corporation shall first be devoted to such operating and maintenance expenses and to the payment of such principal and interest and thereafter to such reserves for improvement, new construction, depreciation and contingencies as the board may from time to time prescribe. Revenues and receipts not needed for these purposes shall be returned to the members, either in cash or in payment of past due or current charges for energy, as the board may decide, in proportion to the gross operating revenues received from each, or such return may be made by way of a general rate reduction to members, if the board so elects.



(Acts 1935, No. 45, p. 100; Acts 1935, No. 168, p. 229; Code 1940, T. 18, §29.)Section 37-7-19

Section 37-7-19
Dissolution.

Any corporation created under this chapter may be dissolved by filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed 'CERTIFICATE OF DISSOLUTION of _____' (the blank space being filled in with the name of the corporation) and shall state: The name of the corporation and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original corporation; the date of filing of the certificate of incorporation in the Office of the Secretary of State and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the certificates of incorporation of the original corporations were filed in the Office of the Secretary of State; the fact that the corporation elects to dissolve; the name and post office address of each of its directors and the name, title and post office address of each of its officers. Such certificate shall be subscribed and acknowledged in the same manner as an original certificate of incorporation by the president or a vice-president and the secretary or an assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such certificate by the votes cast in person or by proxy by a majority of the members of the corporation entitled to vote. A certificate of dissolution and a certified copy or copies thereof shall be filed in the same places as an original certificate of incorporation, and, thereupon, the corporation shall be deemed to be dissolved. Such corporation shall continue for the purpose of paying, satisfying and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities or obligations of the corporations have been satisfied or discharged shall pass to and become the property of the state.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §28.)Section 37-7-2

Section 37-7-2
Formation and purpose generally.

Any number of natural persons not less than three may by executing, filing and recording a certificate as provided in this chapter form a corporation not organized for pecuniary profit for the purpose of promoting and encouraging the fullest possible use of electric energy in the state by making electric energy available to inhabitants of the state at the lowest cost consistent with sound economy and prudent management of the business of such corporation.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §10.)Section 37-7-20

Section 37-7-20
Foreign corporations.

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.



(Acts 1935, No. 168, p. 229; Code 1940, T. 18, §29.)Section 37-7-21

Section 37-7-21
Amendment of certificate of incorporation.

A corporation created under this chapter may amend its certificate of incorporation to change its corporate name, to increase or reduce the number of its directors or to change any other provision therein, provided, however, that no corporation shall amend its certificate of incorporation to embody therein any purpose, power or provision which would not be authorized if its original certificate, including such additional or changed purpose, power or provision, were offered for filing at the time a certificate under this section is offered. Such amendment may be accomplished by filing a certificate which shall be entitled and endorsed 'CERTIFICATE OF AMENDMENT OF _____ ELECTRIC MEMBERSHIP CORPORATION' and state: The name of the corporation, and if it has been changed, the name under which it was originally incorporated; the date of filing the certificate of incorporation in each public office where filed; the purposes, powers or provisions, if any, to be amended or eliminated and the purposes, powers or provisions, if any, to be added or substituted. Such certificate shall be subscribed in the same manner as an original certificate of incorporation under this chapter by the president or a vice-president, by the secretary or the assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such certificate by the votes cast in person or by proxy by a majority of the members of the corporation entitled to vote. Such certificate shall be filed in the same places as an original certificate of incorporation, and, thereupon, the amendment shall be deemed to have been effected.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §30.)Section 37-7-3

Section 37-7-3
Form and contents of certificate of incorporation.

The certificate of incorporation shall be entitled and endorsed 'CERTIFICATE OF INCORPORATION OF _____ ELECTRIC MEMBERSHIP CORPORATION' (the blank space being filled in with the name of the corporation) and shall state: The name of the corporation, which name shall be such as to distinguish it from any other corporation; a reasonable description of the territory in which its operations are principally to be conducted; the location of its principal office and the post office address thereof; the maximum number of directors, not less than three; the names and post office addresses of the directors, not less than three, who are to manage the affairs of the corporation for the first year of its existence or until their successors are chosen; the period, if any, limited for the duration of the corporation. If the duration of the corporation is to be perpetual, this fact should be stated, as well as the terms and conditions upon which members of the corporation shall be admitted. The certificate of incorporation of a corporation may also contain any provision not contrary to law which the incorporators may choose to insert for the regulation of its business and for the conduct of the affairs of the corporation and any provisions creating, defining, limiting or regulating the powers of the corporation, its directors and members.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §12.)Section 37-7-4

Section 37-7-4
Persons executing certificate to be residents; acknowledgment and filing.

The natural persons executing the certificate of incorporation shall be residents of the territory in which the operations of the corporation are principally to be conducted who are desirous of using electric energy to be furnished by the corporation. The certificate of incorporation shall be acknowledged by the subscribers before an officer authorized by the laws of this state to take acknowledgments of deeds. When so acknowledged, the certificate may be filed in the office of the Secretary of State, who shall forthwith prepare a certified copy or copies thereof and forward one to the officer charged with the duty of recording deeds in each county in which a portion of the territory of the corporation is located, who shall forthwith file such certified copy or copies in their respective offices. As soon as the provisions of this section have been complied with, the proposed corporation described in the certificate so filed, under its designated name, shall be and constitute a body corporate.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §13.)Section 37-7-5

Section 37-7-5
Board of directors - Election; expenses; president; secretary.

Each corporation formed under this chapter shall have a board of directors, which board shall constitute the governing body of the corporation. The directors of the corporation, other than those named in its certificate of incorporation, shall be elected annually by the members entitled to vote therefor. The directors must be members and shall not be entitled to compensation for their services but shall be entitled to reimbursement for expenses incurred by them in the performance of their duties. The board shall elect annually from its own number a president and a secretary.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §14.)Section 37-7-6

Section 37-7-6
Board of directors - Powers.

The board shall have power to do all things necessary or convenient in conducting the business of a corporation, including but not limited to: The power to adopt and amend bylaws for the management and regulation of the affairs of the corporation; the bylaws by a corporation may make provisions, not inconsistent with law or its certificate of incorporation, regulating the admission, withdrawal, suspension or expulsion of members; the transfer of memberships; the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the board or in any office or the manner of filling it; the number of members, not less than 20 percent, to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the corporation is to render service to its members, the disposition of the revenues and receipts of the corporation; regular and special meetings of the board and the giving of notice thereof. Said board shall also have the power: To appoint agents and employees and to fix their compensation and the compensation of the officers of the corporation; to execute instruments; to delegate to one or more of the directors or to the agents and employees of a corporation such powers and duties as it may deem proper; and to make its own rules and regulations as to its procedure.



(Acts 1935, No. 45, p. 100; Acts 1935, No. 168, p. 229; Code 1940, T. 18, §15.)Section 37-7-7

Section 37-7-7
Certificates of membership; voting.

A corporation may issue to its members certificates of membership, and each member shall be entitled to only one vote at the meeting of the corporation.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §16.)Section 37-7-8

Section 37-7-8
Corporate purpose; membership fees; service to nonmembers; service outside state.

The corporate purpose of each corporation formed under this chapter shall be to render service to its members only, and no person shall become or remain a member unless such a person shall use energy supplied by such corporation and shall have complied with the terms and conditions in respect to membership contained in the bylaws of such corporation. The membership fee of the corporation shall not exceed $10.00. Should the corporation acquire any electric facilities already dedicated or devoted to the public use, it may, for the purpose of continuing existing service and avoiding hardship, continue to serve the persons served directly from such facilities at the time of such acquisition without requiring that such persons become members. In no event shall the number of such nonmembers served exceed 49 percent of the total number of persons served by the corporation. Such nonmember customers shall have the right to become members upon nondiscriminatory terms. The rates to such nonmembers shall be on a cost basis and may exceed the rates to members by only such amounts as may be necessary to meet the full actual cost of service to such nonmembers. Any corporation formed under this chapter rendering service in a county in this state adjacent to a county or counties of any other state is authorized, upon compliance with the laws of such other state, to render service in such county or counties of such other state, and persons served in such county or counties may become members.



(Acts 1935, No. 45, p. 100; Acts 1935, No. 168, p. 229; Code 1940, T. 18, §17.)Section 37-7-9

Section 37-7-9
Vesting of powers for accomplishment of corporate purpose.

Each corporation formed under this chapter is vested with all power necessary or requisite for the accomplishment of its corporate purpose and capable of being delegated by the Legislature of Alabama; and no enumeration of particular powers granted shall be construed to impair any general grant of power contained in this chapter, nor to limit any such grant to a power or powers of the same class or classes as those so enumerated.



(Acts 1935, No. 45, p. 100; Code 1940, T. 18, §18.)

USA Statutes : alabama