Title REL, Rural Electric Cooperative

§ 1. Short title. This chapter shall be known as the "Rural Electric Cooperative Law."

§ 10. Purpose. Cooperative, non-profit, membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas in accordance with the provisions of this chapter.

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

§ 12. Name. The name of a cooperative shall include the words "Electric" and "Cooperative," and the abbreviation "Inc.," and shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in this state. Only a co…

§ 13. Articles of incorporation. Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state: (1) the name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; a…

§ 14. Powers. A cooperative shall have power: (a) To sue and be sued in its corporate name; (b) To have perpetual existence; (c) To adopt a corporate seal and alter the same; (d) To generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and to distrib…

§ 15. By-laws. The board of directors shall adopt the first by-laws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the by-laws by the affirmative vote of a majority of those memb…

§ 16. Members. Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy or other services furnished by the cooperative when they are made available through its facilities.…

§ 17. Meetings of members. (a) An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the by-laws. (b) Special meetings of the members may be called by the president, by the board of directors, by any three directors, or by…

§ 18. Waiver of notice. Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person particip…

§ 19. Board of directors. (a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member thereof. The by-laws shall prescribe the number of directors, th…

§ 19-a. Conflict of interest policy. (a) Except as provided in subdivision (d) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a conflict of interest policy to ensure that its directors, officers…

§ 19-b. Whistleblower policy. (a) Except as provided in subdivision (c) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a whistleblower policy to protect from retaliation persons who report suspe…

§ 2. Definitions. As used in this chapter: (a) "Cooperative" means any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided; (b) "Person" means any natural person, firm, association, corporation, business trust, par…

§ 20. Districts. The by-laws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district del…

§ 21. Officers. The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such office ceases to be a director he shall cease to hold such office…

§ 22. Liability of directors in certain cases. (a) Directors of a cooperative who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the cooperative for the benefit of its creditors or members or the ultimate beneficiaries of it…

§ 23. Action against directors and officers for misconduct. (a) An action may be brought against one or more directors or officers of a cooperative to procure a judgment for the following relief: (1) To compel the defendant to account for his or her official conduct in the follo…

§ 24. Nonexclusivity of statutory provisions for indemnification of directors and officers. The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking …

§ 25. Authorization for indemnification of directors and officers. (a) A cooperative may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the cooperative to procure a judgment in its favor, whether civi…

§ 26. Payment of indemnification other than by court award. (a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section twenty-five shall be entitled to indemnification as auth…

§ 27. Indemnification of directors and officers by a court. (a) Notwithstanding the failure of a cooperative to provide indemnification, and despite any contrary resolution of the board or of the members in the specific case under section twenty-six of this article, indemnificat…

§ 28. Other provisions affecting indemnification of directors and officers. (a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision (c) of section twenty-six of this article or allowed by a court und…

§ 29. Insurance for indemnification of directors and officers. (a) Subject to subdivision (b) of this section, a cooperative shall have power to purchase and maintain insurance: (1) to indemnify the cooperative for any obligation which it incurs as a result of the indemnificatio…

§ 30. Amendment of articles of incorporation. A cooperative may amend its articles of incorporation by complying with the following requirements: The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto t…

§ 31. Change of location of principal office. A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting such change of principal office, executed and acknowledged by its president …

§ 32. Consolidation. 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: (a) The proposition for…

§ 33. Merger. 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: (a) The proposition for the merger …

§ 34. Effect of consolidation or merger. (a) In the case of a consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be articles of incorporation of the new cooperative; and in the case of a merger the separ…

§ 35. Dissolution. (a) A cooperative which has not commenced business may be dissolved by filing in the department of state articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state: (1)…

§ 40. Conversion of existing domestic corporations. Any corporation organized under the laws of this state and supplying or authorized to supply electric energy may be converted into a cooperative by complying with the following requirements and shall thereupon become subject to…

§ 41. Foreign corporations. Any foreign non-profit or cooperative corporation supplying or authorized to supply electric energy and owning or operating electric transmission or distribution lines in an adjacent state may construct or acquire extensions of such lines in this stat…

§ 50. Filing of articles. Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter, shall be filed in the department of s…

§ 51. Fees. The department of state shall charge and collect for: (a) Filing articles of incorporation, forty dollars; (b) Filing articles of amendment, twenty-five dollars; (c) Filing articles of consolidation or merger, twenty-five dollars; (d) Filing articles of conversion, t…

§ 60. Patronage capital contributions, allocations, and retirements. (a) Each cooperative's by-laws shall, unless otherwise determined by agreement of the members, provide for patronage capital allocations and retirements in the manner provided by this section. Agreement by the …

§ 61. Disposition of property. (a) The board of directors of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or enc…

§ 62. Non-liability of members for debts of cooperative. No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor.

§ 63. Recordation of mortgages; effect thereof. In case of conflict between this section and article nine of the uniform commercial code, the provisions of this section shall control. Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporatio…

§ 64. Construction standards. Construction of electric lines by a cooperative shall, as a minimum requirement, comply with the standards of the national electric safety code in effect at the time of such construction.

§ 65. Directors, officers or members as notaries. 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…

§ 66. License fee in lieu of all franchise, excise, income, corporation and sales and compensating use taxes. Each cooperative and foreign corporation doing business in this state pursuant to this chapter shall pay annually, on or before the first day of July, to the state tax c…

§ 67. Exemption from jurisdiction of public service commission and from the provisions of the public service law. Cooperatives and foreign corporations doing business in this state pursuant to this chapter shall be exempt in all respects from the jurisdiction and control of the …

§ 68. Exemption of securities. The provisions of article twenty-three-a of the general business law shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative or foreign corporation doing business in this state pursuant to this chapter to Unite…

§ 70. Construction. This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things.

§ 71. Separability. If any provision of this chapter or the application of such provision to any person or circumstance is held invalid, the remainder of the chapter and the application of such provisions to other persons or circumstances shall not be affected thereby.

§ 72. Effective date. This chapter shall take effect immediately.