Title REL, Rural Electric Cooperative

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

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

§ 11. Incorporators. Five or more natural persons, or two or more\ncooperatives, may organize a cooperative in the manner hereinafter\nprovided.\n

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

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

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

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

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

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

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

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

§ 19-a. Conflict of interest policy. (a) Except as provided in\nsubdivision (d) of this section, the board of every rural electric\ncooperative shall adopt, and oversee the implementation of, and\ncompliance with, a conflict of interest policy to ensure that its\ndirectors, offi…

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

§ 2. Definitions. As used in this chapter:\n (a) "Cooperative" means any corporation organized under this chapter\nor which becomes subject to this chapter in the manner hereinafter\nprovided;\n (b) "Person" means any natural person, firm, association, corporation,\nbusiness tru…

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

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

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

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

§ 24. Nonexclusivity of statutory provisions for indemnification of\ndirectors and officers. The indemnification and advancement of expenses\ngranted pursuant to, or provided by, this article shall not be deemed\nexclusive of any other rights to which a director or officer seeki…

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

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

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

§ 28. Other provisions affecting indemnification of directors and\nofficers. (a) All expenses incurred in defending a civil or criminal\naction or proceeding which are advanced by the corporation under\nsubdivision (c) of section twenty-six of this article or allowed by a\ncourt…

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

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

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

§ 32. Consolidation. Any two or more cooperatives (each of which is\nhereinafter designated a "consolidating cooperative"), may consolidate\ninto a new cooperative (hereinafter designated the "new cooperative"),\nby complying with the following requirements:\n (a) The propositio…

§ 33. Merger. Any one or more cooperatives (each of which is\nhereinafter designated a "merging cooperative") may merge into another\ncooperative (hereinafter designated the "surviving cooperative"), by\ncomplying with the following requirements:\n (a) The proposition for the me…

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

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

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

§ 41. Foreign corporations. Any foreign non-profit or cooperative\ncorporation supplying or authorized to supply electric energy and owning\nor operating electric transmission or distribution lines in an adjacent\nstate may construct or acquire extensions of such lines in this s…

§ 50. Filing of articles. Articles of incorporation, amendment,\nconsolidation, merger, conversion, or dissolution, when executed and\nacknowledged and accompanied by such affidavits as may be required by\napplicable provisions of this chapter, shall be filed in the department\n…

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

§ 60. Patronage capital contributions, allocations, and retirements.\n(a) Each cooperative's by-laws shall, unless otherwise determined by\nagreement of the members, provide for patronage capital allocations and\nretirements in the manner provided by this section. Agreement by t…

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

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

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

§ 64. Construction standards. Construction of electric lines by a\ncooperative shall, as a minimum requirement, comply with the standards\nof the national electric safety code in effect at the time of such\nconstruction.\n

§ 65. Directors, officers or members as notaries. No person who is\nauthorized to take acknowledgments under the laws of this state shall be\ndisqualified from taking acknowledgments of instruments executed in\nfavor of a cooperative or to which it is a party, by reason of being…

§ 66. License fee in lieu of all franchise, excise, income,\ncorporation and sales and compensating use taxes. Each cooperative and\nforeign corporation doing business in this state pursuant to this\nchapter shall pay annually, on or before the first day of July, to the\nstate t…

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

§ 68. Exemption of securities. The provisions of article\ntwenty-three-a of the general business law shall not apply to any note,\nbond or other evidence of indebtedness issued by any cooperative or\nforeign corporation doing business in this state pursuant to this\nchapter to U…

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

§ 71. Separability. If any provision of this chapter or the\napplication of such provision to any person or circumstance is held\ninvalid, the remainder of the chapter and the application of such\nprovisions to other persons or circumstances shall not be affected\nthereby.\n

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