Chapter 425 — Chapter 425

This chapter may be cited as the “Rural Electric Cooperative Law.”

Cooperative, nonprofit, membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas. Corporations organized under this chapter and corporations which become subject to this cha…

In this chapter, unless the context otherwise requires:(1) “Rural area” means any area not included within the boundaries of any incorporated or unincorporated city, town, village, or borough having a population in excess of 2,500 persons;(2) “Person” includes any natural person,…

A cooperative shall have all of the following powers:(1) To sue and be sued, in its corporate name.(2) To have perpetual existence.(3) To adopt a corporate seal and alter the same at pleasure.(4) To generate, manufacture, purchase, acquire, accumulate and transmit electric energy…

(1) All meetings of any board of trustees of a cooperative organized pursuant to this chapter, or the board of any affiliated company or subsidiary thereof, at which official acts are to be taken, are declared to be meetings open to the membership of such cooperative at all times…

The name of each cooperative shall include the words “electric” and “cooperative” and the abbreviation “inc.”; provided, however, such limitation shall not apply if, in an affidavit made by the president or vice president of a cooperative and filed with the Department of State, i…

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

(1) 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:(a) The name of the cooperative;(b) The address of its principal office;(…

The original bylaws of a cooperative, and the first bylaws for a corporation after the effective date of the conversion thereof into a cooperative, pursuant to s. 425.17, shall be adopted by its board of trustees. Thereafter, bylaws shall be adopted, amended or repealed by its me…

(1) No person who is not an incorporator shall become a member of a cooperative unless such person agrees to use electric energy furnished by the cooperative when such electric energy is available through its facilities. The bylaws of a cooperative may provide that any person, in…

(1) 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. The bylaws shall prescribe the number of trustees, their qualific…

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:(1) A designated numb…

The officers of a cooperative shall consist of a president, vice president, secretary and treasurer, who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after ceasing to be a trustee. The offices of secretary …

A cooperative may amend its articles of incorporation by complying with the following requirements:(1) The proposed amendment shall first be 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…

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:(1) The proposition for the consolidation of the…

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:(1) The proposition for the merger of the merging co…

The effect of consolidation or merger shall be as follows:(1) The several cooperatives, parties to the consolidation or merger, shall be a single cooperative, which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation, and, i…

Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy in rural areas 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…

Notwithstanding any other provision of this chapter, any proposition embodied in a petition signed by not less than 10 percent of the members of a cooperative, together with any document submitted with such petition to give effect to the proposition, shall be submitted to the mem…

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

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 Department of Stat…

Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary:(1) To defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year;(2) To pay interest and principal obligations of the cooperative coming…

A cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vot…

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.

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 a…

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 tim…

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 organized under the laws of another state on a nonprofit or a cooperative basis for the purpose of supplying electric energy in rural areas and owning and operating electric transmission or distribution lines in a state adjacent to this state, shall be allowed to …

The Department of State shall charge and collect for:(1) Filing articles of incorporation, $17.50;(2) Filing articles of amendment, $8.75;(3) Filing articles of consolidation or merger, $8.75;(4) Filing articles of conversion, $8.75;(5) Filing certificate of election to dissolve,…

The provisions of the 1Sale of Securities Law shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative or foreign corporation transacting business in this state pursuant to this chapter to the United States or any agency or instrumentality the…