Title UT, Utilities Code

Sec. 161.005. CHAPTER COMPLETE AND CONTROLLING. This chapter is complete in itself and is controlling. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997. SUBCHAPTER B. CREATION AND OPERATION OF ELECTRIC COOPERATIVES

Sec. 161.051. INCORPORATORS. (a) Three or more individuals may act as incorporators of an electric cooperative by executing articles of incorporation as provided by this chapter. (b) An incorporator must: (1) be at least 21 years of age; and (2) reside in this state. Acts 1997, 7…

Sec. 161.052. DURATION OF CORPORATION. An electric cooperative may be created as a perpetual corporation. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Sec. 161.053. NAME OF ELECTRIC COOPERATIVE. The name of an electric cooperative must: (1) include the words "Electric Cooperative"; (2) include the term "Corporation," "Incorporated," "Inc.," "Association," or "Company"; and (3) be distinct from the name of any other corporation …

Sec. 161.054. ARTICLES OF INCORPORATION. (a) The articles of incorporation of an electric cooperative must state: (1) the name of the cooperative; (2) the purpose for which the cooperative is formed; (3) the name and address of each incorporator; (4) the number of directors; (5) …

Sec. 161.055. FILING AND RECORDING OF ARTICLES OF INCORPORATION. (a) The secretary of state shall receive articles of incorporation of an electric cooperative if the incorporators of the cooperative: (1) apply for filing the articles; (2) furnish satisfactory evidence of complian…

Sec. 161.056. REVIVAL OF ARTICLES OF INCORPORATION. (a) If the articles of incorporation of an electric cooperative expire by limitation, the cooperative, with the consent of a majority of its members, may revive the articles by filing: (1) new articles of incorporation under thi…

Sec. 161.057. ORGANIZATIONAL MEETING. (a) After the certificate of incorporation is issued, the incorporators of an electric cooperative shall meet to adopt bylaws, elect officers, and transact other business that properly comes before the meeting. (b) A majority of the incorpora…

Sec. 161.058. PERFECTING DEFECTIVELY ORGANIZED CORPORATION. (a) An electric cooperative that files defective articles of incorporation or fails to take an action necessary to perfect its corporate organization may: (1) file corrected articles of incorporation or amend the origina…

Sec. 161.059. NONPROFIT OPERATION. (a) An electric cooperative shall operate without profit to its members. (b) The rates, fees, rents, and other charges for electric energy and other facilities, supplies, equipment, or services furnished by the cooperative must be sufficient at …

Sec. 161.060. MEMBERS NOT LIABLE FOR DEBTS OF ELECTRIC COOPERATIVE. A member is not liable for a debt of an electric cooperative except for: (1) a debt contracted between the member and the cooperative; or (2) an amount not to exceed the unpaid amount of the member's membership f…

Sec. 161.061. LICENSE FEE. Not later than May 1 of each year, each electric cooperative shall pay to the secretary of state a license fee of $10. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Sec. 161.062. EXEMPTION FROM EXCISE TAXES. An electric cooperative is exempt from all excise taxes but is exempt from the franchise tax imposed by Chapter 171, Tax Code, only if the cooperative is exempted by that chapter. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997…

Sec. 161.063. EXEMPTION FROM APPLICATION OF SECURITIES ACT. The Securities Act (Title 12, Government Code) does not apply to: (1) an obligation issued to secure a debt of an electric cooperative to the United States; or (2) the issuance of a membership certificate by an electric …

Sec. 161.064. BYLAWS. (a) The board may adopt, amend, or repeal the bylaws of the cooperative. (b) The bylaws may contain any provision for the regulation and management of the affairs of the electric cooperative that is consistent with the articles of incorporation. Acts 1997, 7…

Sec. 161.065. MEMBERSHIP. (a) A person is eligible to become a member of an electric cooperative if the person has a dwelling, structure, apparatus, or point of delivery at which the person does not receive central station service from another source and that is located in an are…

Sec. 161.066. CERTIFICATE OF MEMBERSHIP. (a) An electric cooperative shall issue a certificate of membership to a member who pays the member's membership fee in full. (b) A certificate of membership is not transferable. (c) A certificate of membership shall be surrendered to the …

Sec. 161.067. MEETINGS OF MEMBERS. (a) An electric cooperative may hold a meeting of its members at a place provided in the bylaws. If the bylaws do not provide for a place for a meeting, the cooperative shall hold the meeting in the principal office of the cooperative in this st…

Sec. 161.068. NOTICE OF MEMBERS' MEETING. (a) Written notice of each meeting of the members shall be delivered to each member of record, either personally or by mail, not earlier than the 30th day or later than the 10th day before the date of the meeting. The notice must be deliv…

Sec. 161.069. QUORUM OF MEMBERS. Unless otherwise provided by the articles of incorporation, a quorum for the transaction of business at a meeting of the members of an electric cooperative is a majority of the members present in person or represented by proxy. If voting by mail i…

Sec. 161.070. VOTING BY MEMBERS. Each member present at a meeting of the members is entitled to one vote on each matter submitted to a vote at the meeting. The bylaws may provide for voting by proxy or by mail. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Sec. 161.071. BOARD OF DIRECTORS. (a) The business and affairs of an electric cooperative shall be managed by a board of directors. The board consists of at least three directors. Each director must be a member of the cooperative. The bylaws may prescribe additional qualification…

Sec. 161.072. ELECTION OF DIRECTORS; VACANCIES. (a) The incorporators of an electric cooperative named in the articles of incorporation shall serve as directors until the first annual meeting of the members, and until their successors are elected and qualify. Subsequently, the di…

Sec. 161.073. COMPENSATION OF DIRECTORS. A director of an electric cooperative is entitled to the compensation and reimbursement for expenses actually and necessarily incurred by the director as provided by the bylaws. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Sec. 161.074. QUORUM OF DIRECTORS. (a) A majority of the directors is a quorum unless the articles of incorporation or the bylaws provide that a greater number of the directors is a quorum. (b) A majority of the directors present at a meeting at which a quorum is present may exer…

Sec. 161.075. BOARD MEETINGS. (a) The board shall hold a regular or special board meeting at the place and on the notice prescribed by the bylaws. (b) The attendance of a director at a board meeting constitutes a waiver of notice of the meeting unless the director attends the mee…

Sec. 161.076. OFFICERS, AGENTS, AND EMPLOYEES. (a) The board shall elect from the board's membership a president, a vice president, a secretary, and a treasurer. The terms of office, powers, duties, and compensation of the officers elected under this subsection shall be provided …

Sec. 161.077. EXECUTIVE COMMITTEE. (a) The bylaws of an electric cooperative may authorize the board to elect an executive committee from the board's membership. (b) The board may delegate to the executive committee the management of the current and ordinary business of the coope…

Sec. 161.078. INDEMNIFICATION. An electric cooperative may indemnify and provide indemnity insurance in the same manner and to the same extent as a nonprofit corporation under Article 2.22A, Texas Non-Profit Corporation Act (Article 1396-2.22A, Vernon's Texas Civil Statutes). Act…

Sec. 161.079. APPLICABILITY OF CHAPTER TO CORPORATIONS ORGANIZED UNDER OTHER LAW. A cooperative or nonprofit corporation or association organized under any other law of this state for the purpose of engaging in rural electrification may, by a majority vote of the members present …

Sec. 161.121. GENERAL POWERS. An electric cooperative may: (1) sue and be sued in its corporate name; (2) adopt and alter a corporate seal and use the seal or a facsimile of the seal as required by law; (3) acquire, own, hold, maintain, exchange, or use property or an interest in…

Sec. 161.122. PROVISION OF RURAL ELECTRIFICATION. An electric cooperative may engage in rural electrification by: (1) furnishing electric energy to any person for delivery to a dwelling, structure, apparatus, or point of delivery that is: (A) located in a rural area; and (B) not …

Sec. 161.123. POWERS RELATING TO PROVISION OF ELECTRIC ENERGY. An electric cooperative may: (1) generate, acquire, and accumulate electric energy and transmit, distribute, sell, furnish, and dispose of that electric energy to its members only; (2) assist its members only to wire …

Sec. 161.124. PROVISION OF ELECTRIC ENERGY TO CERTAIN NONMEMBER ENTITIES. An electric cooperative may generate, acquire, and accumulate electric energy and transmit, distribute, sell, furnish, and dispose of that electric energy to any of the following that is engaged in the gene…

Sec. 161.125. EMINENT DOMAIN. An electric cooperative may exercise the power of eminent domain in the manner provided by state law for acquiring private property for public use. The power does not apply to state property or property of a political subdivision in this state. Acts …

Sec. 161.151. AMENDMENT OF ARTICLES OF INCORPORATION. (a) An electric cooperative may amend its articles of incorporation by a majority vote of the members of the cooperative present in person or represented by proxy at a regular meeting or at a special meeting of its members cal…

Sec. 161.152. ARTICLES OF AMENDMENT. (a) Articles of amendment of an electric cooperative must be: (1) signed by the president or vice president and attested by the secretary, certifying to the amendment and its lawful adoption; and (2) executed, acknowledged, filed, and recorded…

Sec. 161.201. CONSOLIDATION. (a) Two or more electric cooperatives may enter into an agreement to consolidate the cooperatives. The agreement must state: (1) the terms of the consolidation; (2) the name of the proposed consolidated cooperative; (3) the number of directors of the …

Sec. 161.202. ARTICLES OF CONSOLIDATION. (a) The articles of consolidation must: (1) conform substantially to original articles of incorporation of an electric cooperative; and (2) be executed, acknowledged, filed, and recorded in the same manner as original articles of incorpora…

Sec. 161.251. DISSOLUTION. (a) An electric cooperative may be dissolved by a majority vote of its members present in person or represented by proxy at a regular meeting or at a special meeting of its members called for that purpose. (b) A certificate of dissolution must be: (1) s…

Sec. 161.252. EXISTENCE FOLLOWING DISSOLUTION. (a) A dissolved electric cooperative continues to exist to: (1) satisfy existing liabilities or obligations; (2) collect or liquidate its assets; and (3) take any other action required to adjust and wind up its business and affairs. …

Sec. 161.253. DISTRIBUTION OF NET ASSETS ON DISSOLUTION. Assets of a dissolved electric cooperative that remain after all liabilities or obligations of the cooperative have been satisfied shall be distributed pro rata to the members of the cooperative who were members when the ce…

Sec. 161.254. DISSOLUTION OF DEFECTIVELY INCORPORATED ELECTRIC COOPERATIVE. (a) An electric cooperative that purports to have been incorporated or reincorporated under this chapter but that has not complied with a requirement for legal corporate existence may file a certificate o…