Title 35, Title 35

(1) A cooperative may: (a) sue and be sued in its corporate name; (b) have perpetual existence; (c) adopt a corporate seal and alter the seal; (d) become a member in one or more other cooperatives or corporations or own stock in other cooperatives or corporations; (e) construct, …

(1) Any corporation organized under the laws of a state adjacent to this state on a nonprofit or a cooperative basis for the purpose of supplying electrical energy in rural areas and owning and operating electric transmission or distribution lines in that state is permitted to ex…

(1) 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…

A telephone cooperative, regardless of when it was organized pursuant to 35-18-105, is not restricted by population of area served or other criteria to any area of service.

(1) The name of each cooperative shall include the words "electric" or "telephone" and "cooperative" and the abbreviation "Inc."; provided, however, such limitations shall not apply if, in an affidavit made by the president or vice-president of a cooperative and filed with the se…

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 must state in the caption that the articles of incorporation are executed pursuant to this chapter, must be signed by each of the incorporators, and must state: (a) the name of the cooperative; (b) the address of its principal of…

A cooperative may amend its articles of incorporation by complying with the following requirements: (1) 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 notic…

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 by its president or vice-president, under its seal attested b…

Any corporation organized under the laws of this state for the purpose, among others, of supplying electrical energy in rural areas or telephone service may become subject to this chapter with the same effect as if originally organized under this chapter by complying with the fol…

(1) The original bylaws of a cooperative must be adopted by its board of trustees. (2) (a) Except as provided in subsection (2)(b), after adoption of original bylaws, the bylaws must be adopted, amended, or repealed by its members. (b) If bylaws do not enable remote communication…

(1) A person who is not an incorporator may not become a member of a cooperative unless that person agrees to use electrical energy, electrical energy delivery services, or telephone service as provided by the cooperative's bylaws. (2) Membership in the cooperative is not transfe…

(1) The private property of the members of a cooperative is exempt from execution for the debts of the cooperative, and a member is not liable or responsible for any debts or obligations of the cooperative. (2) A trustee or officer of a cooperative or acting for a cooperative is …

(1) An annual meeting of the members must be held at a time provided in the bylaws. (2) Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than 10% of the members, or by the president. (3) Meetings of members must be held as…

(1) Notwithstanding any other provision of this chapter, there shall be submitted to the members of a cooperative any proposition embodied in a petition signed by not less than 10% of its members, together with any document submitted with such petition to give the effect to the p…

(1) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative that is a member of the cooperative. The bylaws must prescribe the number of trustees, their qualifi…

(1) The trustees of a cooperative named in any articles of incorporation, consolidation, merger, or conversion hold office until the next annual meeting of the members or until their successors have been elected and qualified. At each annual meeting or, in case of failure to hold…

(1) (a) For corporations organized under the provisions of 35-18-105(2), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory in which a cooperative supplies telephone service to members must be divided into two or more voting districts …

The officers of a cooperative consist of a president, vice president, secretary, and treasurer who must be elected annually by and from the board of trustees. A person may not continue to hold any office after the person ceases to be a trustee. The offices of secretary and of tre…

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.

(1) A cooperative's patronage capital for any fiscal year must, unless otherwise determined by a vote of the members, be allocated by the cooperative to its members in accordance with this section. (2) (a) Patronage capital must be determined by a cooperative on an annual basis a…

(1) (a) Except as provided in subsection (2) and in accordance with 35-18-318, a cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless the sale, mortgage, lease, or other disposition or encumbrance is:…

(1) Before a cooperative creates or enters into an agreement that results in any direct or indirect obligation for the repayment of long-term bonded indebtedness for financing directly or indirectly the construction, maintenance, or operation of nuclear power generating facilitie…

(1) A trustee or officer shall discharge the duties of the office, including the trustee's or officer's duties as a member of any committee: (a) in good faith; (b) with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances; an…

(1) A conflict of interest transaction is a transaction with the cooperative in which a trustee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable and may not be the basis for imposing liability on the trustee or officer if th…

As used in 35-18-327 through 35-18-333, the following definitions apply: (1) "Liability" means the obligation to pay a judgment, settlement, penalty, or fine, including an excise tax assessed with respect to an employee benefit plan, or to pay reasonable expenses incurred with re…

(1) Except as provided in subsection (4), an individual who is made a party to a proceeding because the individual is or was a trustee or officer may be indemnified against liability incurred in the proceeding if: (a) the individual conducted business in good faith; (b) the indiv…

Unless limited by its articles of incorporation, a cooperative shall indemnify a trustee or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the trustee or officer was a party because the trustee or officer is or was a trust…

Unless a cooperative's articles of incorporation provide otherwise, a trustee or officer of the cooperative who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an applicat…

(1) A cooperative may not indemnify a trustee or officer under 35-18-328 unless authorized in the specific case after a determination has been made that indemnification of the trustee or officer is permissible in the circumstances because the trustee or officer has met the standa…

A cooperative may purchase and maintain insurance on behalf of an individual who is or was a director, trustee, officer, employee, or agent of the cooperative or who, while a director, trustee, officer, employee, or agent of the cooperative, is or was serving at the request of th…

(1) A provision treating a cooperative's indemnification of trustees or officers that is contained in its articles of incorporation, its bylaws, a resolution of its shareholders or board of directors, a contract, or other instrument is valid only if and to the extent that the pro…

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…

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…

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, in t…

(1) A cooperative which has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed on behalf of the cooperative by a majority of the incorporators, which shall state: (a) the name of the cooperative; (b) the addre…

A cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner: (1) The board of trustees shall first recommend that the cooperative be dissolved voluntarily, and then the proposition that the cooperative be dissolved must be su…

(1) Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and accompanied by affidavits that may be required by applicable provisions of this chapter, must be presented to the secretary of state for filing. If the secretary of stat…

(1) The secretary of state shall charge and collect a fee for each of the following: (a) filing articles of incorporation and issuing a certificate of incorporation; (b) filing articles of amendment and issuing a certificate of amendment; (c) filing articles of consolidation or m…

Cooperatives and foreign corporations transacting business in this state pursuant to the provisions of this chapter, except as provided in 10-4-201 and 15-53-138, are exempt from all excise and income taxes.