CHAPTER 17. TELEPHONES.RURAL TELEPHONE COOPERATIVE ACT
IC 8-1-17
Chapter 17. Telephones.Rural Telephone Cooperative Act
IC 8-1-17-1
Short title
Sec. 1. This chapter may be known and referred to as the "Rural
Telephone Cooperative Act".
(Formerly: Acts 1951, c.193, s.1.) As amended by P.L.59-1984,
SEC.73.
IC 8-1-17-2
Formation of corporation
Sec. 2. Any number of natural persons not less than eleven (11)
may, by executing, filing and recording articles of incorporation, as
hereinafter provided, form a cooperative corporation, not organized
for pecuniary profit, for the purpose of: (1) if such corporation be
local in its scope, promoting and encouraging the fullest possible use
of telephone service in the state by making telephone service and
educational services incident to telephone service available to
inhabitants of rural areas of the state at the lowest cost consistent
with sound economy and prudent management of the business of the
cooperative corporation or (2) if such corporation be general in its
scope, furnishing engineering, financial, accounting, and/or
educational services, incident to telephone service.
(Formerly: Acts 1951, c.193, s.2.)
IC 8-1-17-2.1
Not-for-profit corporations formed under Acts 1935, c. 157;
amended articles of incorporation
Sec. 2.1. (a) If the requirements of subsection (b) are met, a local
cooperative telephone corporation formed under Acts 1935, c.157 is
considered to have been formed under this chapter and is subject to
its requirements and not the requirements of IC 23-7-1.1 (before its
repeal August 1, 1991) or IC 23-17.
(b) A local cooperative telephone corporation described in
subsection (a) shall amend its articles of incorporation in accordance
with IC 23-7-1.1 (before its repeal August 1, 1991) or IC 23-17 to
conform to the requirements of this chapter and shall submit a copy
of its amended articles to the commission for approval. After
examining the articles, the commission shall approve the amended
articles if they conform to the requirements of this chapter. The
commission may approve the amended articles without conducting
a hearing. The secretary of state may not issue a certificate of
amendment before the commission approves the amended articles
under this subsection.
(c) The certificate of public convenience and necessity or
certificate of territorial authority previously issued to a local
cooperative telephone corporation described in subsection (a) shall
serve as the certificate required under section 6 of this chapter
(before its repeal July 1, 2009).
(d) Subsection (a) applies to a local telephone cooperative
corporation as of the date the secretary of state issues a certificate of
amendment under IC 23-7-1.1-26 (before its repeal August 1, 1991)
or IC 23-17-17.
(e) The local cooperative telephone corporation shall record the
amended articles of incorporation in the county where the local
cooperative telephone corporation has its principal office.
As added by P.L.122-1987, SEC.1. Amended by P.L.179-1991,
SEC.13; P.L.96-1993, SEC.1; P.L.27-2006, SEC.40.
IC 8-1-17-3
Definitions
Sec. 3. As used in this chapter, the following terms have the
following meanings unless a different meaning clearly appears from
the context:
(1) "Acquire" means to obtain by construction, purchase, lease,
devise, gift, eminent domain, or by any other lawful means.
(2) "Board" means the board of directors of a cooperative
corporation.
(3) "Cooperative corporation" means a corporation formed
under this chapter.
(4) "Facilities based local exchange carrier" has the meaning set
forth in IC 8-1-32.4-5.
(5) "General cooperative corporation" means a cooperative
corporation formed to render services to local cooperative
corporations.
(6) "Improve" includes construct, reconstruct, extend, enlarge,
alter, better, or repair.
(7) "Local cooperative corporation" means a cooperative
corporation formed to render telephone services within Indiana.
(8) "Member" includes each individual signing the articles of
incorporation of a cooperative corporation and each person
admitted to membership of the cooperative corporation under
law or the corporation's bylaws.
(9) "Obligations" includes negotiable bonds, notes, debentures,
interim certificates or receipts, and other evidences of
indebtedness, either issued or the payment of which is assumed
by a cooperative corporation.
(10) "Person" or "inhabitant" includes an individual, a firm, an
association, a corporation, a limited liability company, a
business trust, and a partnership.
(11) "Service" or "services", when not accompanied by the
word "telephone", means construction, engineering, financial,
accounting, or educational services incidental to telephone
service.
(12) "System" includes any plant, works, system, facilities, or
properties, together with all parts of and appurtenances to the
plant, works, system, facilities, or properties, used or useful in
telephone service.
(13) "Telephone facilities" includes all buildings, plants, works,
structures, improvements, fixtures, apparatus, materials,
supplies, machinery, tools, implements, poles, posts, crossarms,
conduits, ducts, underground or overhead lines, wires, cables,
exchanges, switches, desks, testboards, frames, racks, motors,
generators, batteries, and other items of central office
equipment, paystations, protectors, instruments, connections,
and appliances, office furniture and equipment, work
equipment, and all other property used in connection with the
provision of telephone and other telecommunications services.
(14) "Telephone service" refers to telecommunications service
(as defined in 47 U.S.C. 153(46)) provided by a telephone
cooperative corporation. The term includes all facilities or
systems used in the rendition of the service.
(Formerly: Acts 1951, c.193, s.3.) As amended by P.L.59-1984,
SEC.74; P.L.23-1988, SEC.56; P.L.97-1993, SEC.1; P.L.8-1993,
SEC.127; P.L.27-2006, SEC.41.
IC 8-1-17-4
Articles of incorporation
Sec. 4. The articles of incorporation shall be entitled and endorsed
"Articles of Incorporation of ____________ (the blank space to be
filled in with the name of the corporation) and shall state:
(1) The name of the cooperative corporation, which shall be
such as to distinguish it from any other corporation, and a
statement whether it is to be a general or a local cooperative
corporation.
(2) A statement of the county or counties within which its
operations are to be conducted. If it is a local cooperative
corporation, the rural area or areas in which its operations are
to be conducted shall be further described and limited from time
to time by certificate issued by the commission.
(3) Location of its principal office and post office address.
(4) The maximum number of directors, not less than three (3).
(5) The names and post office addresses of the directors who
are to manage the affairs of the cooperative corporation for the
first year of its existence or until their successors are chosen.
(6) The period, if any, limited for the duration of the
cooperative corporation or a statement that the duration of the
cooperative corporation is to be perpetual.
(7) The terms and conditions upon which members of the
corporation shall be admitted.
(8) The articles of incorporation of a cooperative corporation
may contain also any provision not contrary to law which the
incorporators may desire for the regulation of its business and
the conduct of its affairs; and any provisions creating, defining,
limiting or regulating the powers of the cooperative corporation,
its directors and members.
(Formerly: Acts 1951, c.193, s.4.) As amended by P.L.119-1987,
SEC.2.
IC 8-1-17-5
Articles of incorporation; certificate of territorial authority;
commission review; notice to facilities based local exchange
carriers; issuance of certificate; request for additional
information; filing with secretary of state; status as body corporate
Sec. 5. (a) The individuals executing the articles of incorporation
of a local cooperative corporation shall be residents of the area in
which the operations of the cooperative corporation are to be
conducted and shall be persons desirous of using telephone service
to be furnished by the cooperative corporation.
(b) The individuals executing the articles of incorporation of a
general cooperative corporation shall be members or prospective
members of one (1) or more local cooperative corporations which are
prospective members of such general cooperative corporation.
(c) The articles shall be executed in at least six (6) originals and
shall be acknowledged by the subscribers before an officer
authorized by law to take acknowledgments of deeds. When so
acknowledged, three (3) originals of said articles shall be submitted
to the commission. At the time the articles of incorporation are filed,
an application for a certificate of territorial authority under
IC 8-1-32.5 shall be filed with the commission if the applicant will
operate as a local cooperative corporation. The application shall be
executed by one (1) or more of the individuals executing the articles,
and shall comply with the requirements of IC 8-1-32.5-6, as
applicable.
(d) Upon the receipt of any articles of incorporation and
application for a certificate of territorial authority, the commission
shall conduct the review required under IC 8-1-32.5-8. If the
applicant is a local cooperative corporation, the commission shall
give written notice, by United States registered mail, of the filing of
the application to each facilities based local exchange carrier
operating in territory contiguous to the area in which the cooperative
corporation proposes to render telephone service. The commission
shall use the record maintained by the commission under
IC 8-1-32.5-13 to determine which facilities based local exchange
carriers are entitled to notice under this subsection.
(e) If the commission, after conducting the review required by
IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,
determines that the applicant meets the requirements for the issuance
of a certificate of territorial authority under IC 8-1-32.5-8, the
commission shall:
(1) issue a certificate of territorial authority under IC 8-1-32.5;
and
(2) enter an order approving the organization of the cooperative
corporation and the proposed articles of incorporation.
(f) If the commission, after conducting the review required by
IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,
determines that the applicant does not meet the requirements for the
issuance of a certificate of territorial authority under IC 8-1-32.5-8,
the commission shall:
(1) request the applicant to provide additional information; or
(2) notify the applicant of the applicant's right to:
(A) appeal the commission's determination under IC 8-1-3;
or
(B) file another application at a later date, without prejudice;
under IC 8-1-32.5-8.
(g) If the commission approves the articles of incorporation under
subsection (e), the cooperative corporation shall submit the following
documents, along with two (2) copies of each, to the secretary of
state for filing:
(1) One (1) of the original articles of incorporation executed by
the corporation under subsection (c).
(2) A certified copy of the order of the commission under
subsection (e)(2).
(3) A certified copy of the certificate of territorial authority
issued by the commission under subsection (e)(1).
If the secretary of state determines that the documents described in
subdivisions (1) through (3) comply with law, the secretary of state
shall endorse the documents and file one (1) set of the documents in
the secretary of state's office and deliver the other two (2) sets,
endorsed with the secretary of state's approval, to the incorporators.
The incorporators shall record one (1) of the approved original or
certified copies of the documents in the office of the recorder of the
county in which the cooperative corporation has, or will have, its
principal office.
(h) As soon as the provisions of this section have been complied
with, the proposed cooperative corporation, described in the articles
of incorporation recorded under subsection (g), under its designated
name, is a body corporate.
(Formerly: Acts 1951, c.193, s.5.) As amended by P.L.97-1993,
SEC.2; P.L.27-2006, SEC.42.
IC 8-1-17-6
Repealed
(Repealed by P.L.27-2006, SEC.62.)
IC 8-1-17-7
Board of directors
Sec. 7. (a) Each cooperative corporation formed under this chapter
shall have a board of directors, which board shall constitute the
governing body of the cooperative corporation. The directors of a
local cooperative corporation must be members, or if the cooperative
corporation's bylaws so provide, a member's officers, directors, or
partners, or the owner of a member that is a sole proprietorship may
be directors of the cooperative corporation. Directors other than
those named in the cooperative corporation's articles of incorporation
shall be elected by the cooperative corporation's members.
(b) Unless the bylaws of the cooperative corporation provide
otherwise, such directors shall be elected annually. The bylaws may
provide that the directors may hold office for any stated period not
exceeding three (3) years, and be so elected that the terms of only
part of such directors shall expire at any one (1) time and that only
enough directors to succeed those whose terms are about to expire
need be elected in any year.
(c) The bylaws may provide that the area in which the members
of the cooperative corporation reside shall be apportioned into
districts and prescribe the procedure by which the members residing
in any one (1) district may nominate a director.
(d) The bylaws may specify a fair remuneration for the time
actually spent by its officers, directors, and members of its executive
committee in the performance of their duties as such and provide that
the same be paid them respectively. The officers, directors, and
members of the executive committee shall be entitled to
reimbursement for expenses incurred by them in the performance of
their duties whether or not the bylaws provide that they be
remunerated for their time spent in such performance.
(e) The board shall annually designate and elect those officers it
considers necessary.
(Formerly: Acts 1951, c.193, s.7.) As amended by P.L.97-1993,
SEC.4; P.L.145-1999, SEC.2; P.L.198-1999, SEC.4; P.L.14-2000,
SEC.25.
IC 8-1-17-8
Board of directors; powers and duties
Sec. 8. The board shall have power to do all things necessary or
convenient in conducting the business of the cooperative corporation,
including but not limited to:
(a) The power to make, alter, amend or repeal by-laws for the
regulation and management of the affairs of the cooperative
corporation not inconsistent with law or with the articles of
incorporation.
(b) To appoint agents and employees and to fix their
compensation and the compensation of the officers of the cooperative
corporation.
(c) To execute instruments.
(d) To delegate to one or more of the directors or to the agents and
employees of the cooperative corporation such powers and duties as
it may deem proper.
(e) To make its own rules and regulations as to its procedure.
(Formerly: Acts 1951, c.193, s.8.)
IC 8-1-17-9
Certificates of membership; meetings of members; notice; quorum;
votes required for action; elections
Sec. 9. (a) A cooperative corporation may issue to its members
certificates of membership and each member shall be entitled to only
one (1) vote on each question or election at any regular or special
meetings of the cooperative corporation.
(b) Meetings of members may be held at such place as may be
provided in the bylaws. An annual meeting of the members shall be
held at such time as may be provided by the bylaws. Special
meetings may be called by the board of directors, by a petition signed
by not less than five percent (5%) of all the members, or by such
other officers or persons as may be provided in the articles of
incorporation or by the bylaws.
(c) Written or printed notice stating the place, day, and hour of the
meeting of members, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than thirty (30) days before
the date of the meeting, either personally or by mail, by or at the
direction of the officers or persons calling the meeting, to each
member of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mails in a sealed envelope addressed to the member at the
member's address as it appears on the records of the cooperative
corporation, with postage prepaid. Notice of meetings of members
may be waived in writing.
(d) Unless otherwise provided in the articles of incorporation, two
percent (2%) of all the members of the cooperative corporation
present in person at any meeting of members, of which meeting
notice shall have been given as provided in subsection (c), shall
constitute a quorum for the transaction of business at such meeting.
(e) Except as provided in subsection (f), a majority vote of those
members who are present in person and voting at any regular
meeting, or at any special meeting of the members called for that
purpose, shall be necessary for the taking of any action, adoption of
any resolution, or the election of any directors or officers, or
otherwise, as the case may be.
(f) This subsection applies to an election for a director of a
cooperative corporation held after March 20, 2006. A cooperative
corporation may provide in the corporation's bylaws that if more than
two (2) persons run for election as a director from the same district,
the person receiving the most votes is elected, regardless of whether
that person receives a majority of the total votes cast by those
members present in person and voting at the meeting at which the
election occurs.
(Formerly: Acts 1951, c.193, s.9.) As amended by P.L.97-1993,
SEC.5; P.L.145-1999, SEC.3 and P.L.198-1999, SEC.5;
P.L.14-2006, SEC.1.
IC 8-1-17-10
Corporate purpose; local cooperative corporation
Sec. 10. (a) The corporate purpose of each local cooperative
corporation shall be to render telephone service to its members and
to such other persons in the specific instances as expressly provided
in this chapter, and no person shall become or remain a member
unless such person shall use telephone service supplied by such
cooperative corporation and shall have complied with the terms and
conditions in respect to membership contained in the bylaws of such
cooperative corporation.
(b) A local cooperative corporation is one formed under this
chapter for the purpose of furnishing telephone service to its patrons.
(Formerly: Acts 1951, c.193, s.10.) As amended by P.L.59-1984,
SEC.76.
IC 8-1-17-11
General cooperative corporation and local cooperative corporation
distinguished
Sec. 11. Any cooperative corporation to be formed under this
chapter shall be either a general cooperative corporation or a local
cooperative corporation.
(a) A general cooperative corporation is one formed under this
chapter for the purpose of furnishing engineering, financial
accounting, or educational services to its members or to persons
expecting to form a local cooperative corporation, and having for its
members only its incorporators or local cooperative corporations. It
shall not render telephone service and the commission shall not
allocate to it any territory for such purpose.
(b) A general cooperative corporation may be formed to have as
members, and serve, local cooperative corporations in all, or certain
named, counties of this state, not including any county theretofore
named as part of the territory to be served by another general
cooperative corporation then organized and existing, unless such
other general cooperative corporation duly consents in writing, filed
with the commission, to such inclusion.
(c) A general cooperative corporation, before obtaining the
approval of its articles of incorporation, must prove to the
commission that it has written consent to its incorporation signed by
or on behalf of:
(1) the local cooperative corporations then existing and
contemplated to be members of the general cooperative
corporation; and
(2) the incorporated agricultural association or associations,
including in its or their members at least one-third (1/3) of the
members residing in the territory in which the general
cooperative proposes to operate and reasonably anticipated to
become members of local cooperative corporations which will
become members of such general cooperative corporation.
Such signatures of said local cooperative corporations and of such
agricultural associations shall be made by their respective presidents
or vice presidents, and secretaries or assistant secretaries, and shall
be supported by certified copies of resolutions authorizing the same
and duly adopted by their boards of directors, respectively.
(Formerly: Acts 1951, c.193, s.11.) As amended by P.L.59-1984,
SEC.77; P.L.97-1993, SEC.6.
IC 8-1-17-12
General grant of powers to corporation
Sec. 12. Each cooperative corporation is hereby vested with all
powers necessary or requisite for the accomplishment of its corporate
purpose and capable of being delegated by the general assembly of
the state of Indiana; and no enumeration of particular powers hereby
granted shall be construed to impair any general grant of power
herein contained, nor to limit any such grant to a power or powers of
the same class or classes as those so enumerated.
(Formerly: Acts 1951, c.193, s.12.)
IC 8-1-17-13
Powers of corporation enumerated
Sec. 13. A cooperative corporation may do any and all acts or
things necessary or convenient for carrying out the purpose for which
it was formed, including the following:
(1) To sue and be sued.
(2) To have a seal and alter the same at pleasure.
(3) To acquire, hold, and dispose of property, real and personal,
tangible and intangible, or any interest in the property and to
pay in cash or credit, and to secure and procure payment of all
or any part of the purchase price on the terms and conditions as
the board shall determine.
(4) If it is a local cooperative corporation, to furnish, improve,
and expand telephone service to its members, to governmental
agencies and political subdivisions, and to other persons.
(5) If it is a local cooperative corporation, to construct,
purchase, lease as lessee, or otherwise acquire, and to improve,
expand, install, equip, maintain, and operate, and to sell, assign,
convey, lease as lessor, mortgage, pledge, or otherwise dispose
of or encumber telephone facilities or systems, lands, buildings,
structures, plants and equipment, exchanges, and any other real
or personal property, tangible or intangible which is necessary
or appropriate to accomplish the purpose for which the local
cooperative corporation is organized.
(6) To cease doing business and to dissolve and surrender its
corporate franchise.
(7) If it is a local cooperative corporation, to construct, operate,
and maintain its telephone facilities across or along any street
or public highway, or over lands that are the property of this
state or a political subdivision of the state. Before telephone
facilities are constructed across or along a highway in the state
highway system, the local cooperative corporation shall first
obtain the permit of the Indiana department of transportation to
do so, and the location and setting of the telephone facilities
shall be approved by and subject to the supervision of the
Indiana department of transportation. Before telephone facilities
are constructed on or across land belonging to the state, the
local cooperative corporation shall first obtain the permit of the
department of state having charge of the lands to do so, and the
location and setting of the telephone facilities shall be approved
by and subject to the supervision of the department. The
telephone facilities shall be erected and maintained so as not to
interfere with the use and maintenance of the streets, highways,
and lands, and no pole or appliance shall be located so as to
interfere with the ingress or egress from any premises on the
street or highway. Nothing in this section contained shall
deprive the body having charge of the street or highway of the
right to require the relocation of any pole or appliance which
may affect the proper use of the street or highway for public
travel, for drainage, or for the repair, construction, or
reconstruction of the street or highway. The local cooperative
corporation shall restore the street, highway, or lands to their
former condition or state as near as may be and shall not use the
same in a manner to impair unnecessarily their usefulness or to
injure the property of others.
(8) To accept gifts or grants of property, real or personal, from
any person, municipality, or federal agency and to accept
voluntary and uncompensated services.
(9) If it is a local cooperative corporation, to connect and
interconnect its telephone facilities or systems with other
telephone facilities or systems. A connection or interconnection
shall be in a manner and according to specifications as will
avoid interference with or hazards to existing telephone
facilities or systems.
(10) To issue membership certificates.
(11) To borrow money and otherwise contract indebtedness,
and to issue or guarantee notes, bonds, and other evidences of
indebtedness and to secure the payment thereof by mortgage,
pledge, or deed of trust of, or any other encumbrance upon, any
or all of its then owned or after-acquired real or personal
property, assets, franchises, or revenues.
(12) To make any and all contracts necessary or convenient for
the full exercise of the powers in this chapter granted,
including, without limiting the generality of the foregoing,
contracts with any person, federal agency, municipality, or
other corporation for the interconnection of telephone service;
for the management and conduct of the business of the
cooperative corporation; and for the fixing of the rates, fees, or
charges for service rendered or to be rendered by the local
cooperative corporation.
(13) To levy and collect reasonable fees, rents, tolls, and other
charges for telephone service rendered.
(14) If it is a local cooperative corporation, to exercise the right
of eminent domain in the manner provided by law for the
exercise thereof by communications service providers (as
defined in IC 8-1-2.6-13(b)).
(15) To adopt, amend, and repeal bylaws.
(16) If it is a local cooperative corporation, to become a
member of a general cooperative corporation and if it is a
general cooperative corporation, to have local cooperative
corporations as its members.
(17) To recover, after a period of two (2) years, any unclaimed
stocks, dividends, capital credits, patronage refunds, utility
deposits, membership fees, account balances, or book equities
for which the owner cannot be found and are the result of
distributable savings of the corporation returned to the members
on a pro rata basis pursuant to section 20 of this chapter.
(Formerly: Acts 1951, c.193, s.13.) As amended by Acts 1980,
P.L.74, SEC.36; Acts 1981, P.L.106, SEC.2; P.L.18-1990, SEC.28;
P.L.97-1993, SEC.7; P.L.27-2006, SEC.43.
IC 8-1-17-14
Sale, encumbrance, or other disposition of property
Sec. 14. A local cooperative corporation may not sell, lease,
exchange, mortgage, pledge, or otherwise sell all, or substantially all,
of its property unless the transaction is authorized by a resolution
duly adopted at a meeting of the corporation's members duly called
and held as provided in section 9 of this chapter. The resolution must
receive the affirmative vote of at least three-fourths (3/4) of the
corporation's members who are present at the meeting and the
affirmative vote of at least three-fourths (3/4) of the corporation's
directors who are present at a meeting of the board of directors duly
called and held as provided in the corporation's bylaws.
(Formerly: Acts 1951, c.193, s.14.) As amended by P.L.59-1984,
SEC.78; P.L.27-2006, SEC.44.
IC 8-1-17-15
Obligations; authority for issuance
Sec. 15. (a) A cooperative corporation shall have power and is
hereby authorized, from time to time, to issue its obligations for any
corporate purpose. The obligations may be authorized by resolution
or resolutions of the board, and may bear such date or dates, mature
at such time or times, not exceeding forty (40) years from their
respective dates, bear interest at any rate, payable semi-annually, be
in such denominations, be in such form, either coupon or registered,
carry such registration privileges, be executed in such manner, be
payable in such medium of payment, at such place or places, and be
subject to such terms of redemption, not exceeding the principal
amount of the obligations plus accrued interest, as the board's
resolution or resolutions may provide.
(b) The obligations may be sold in such manner and upon such
terms as the board may determine at not less than the principal
amount of the obligations plus accrued interest.
(c) Any provision of law to the contrary notwithstanding, any
obligations and related interest coupons, if any, issued pursuant to
this act shall possess all the qualities of negotiable instruments. The
commission's approval shall not be required for the issuance by a
cooperative corporation of its bonds, notes, or other evidences of
indebtedness.
(Formerly: Acts 1951, c.193, s.15.) As amended by Acts 1981,
P.L.11, SEC.46; P.L.27-2006, SEC.45.
IC 8-1-17-16
Obligations; covenants and agreements to secure
Sec. 16. In connection with the issuance of any obligations, a
cooperative corporation may make such covenants or agreements and
do any and all such acts and things as may be necessary, convenient
or desirable in order to secure its obligations or which, in the
absolute discretion of the board, tend to make the obligations more
marketable, notwithstanding that such covenants, agreements, acts
and things may constitute a limitation on the exercise of the powers
herein granted.
(Formerly: Acts 1951, c.193, s.16.)
IC 8-1-17-17
Purchase of own obligations
Sec. 17. A cooperative corporation shall have power out of any
funds available therefor to purchase any obligations issued by it at a
price not exceeding the principal amount thereof and accrued interest
thereon. All obligations so purchased shall be canceled.
(Formerly: Acts 1951, c.193, s.17.)
IC 8-1-17-18
Repealed
(Repealed by P.L.3-2008, SEC.269.)
IC 8-1-17-18.1
Repealed
(Repealed by P.L.1-2010, SEC.156.)
IC 8-1-17-18.2
Consolidation of corporations
Sec. 18.2. (a) Any two (2) or more cooperative corporations
created under this chapter and operating or authorized to operate in
contiguous territory may enter into an agreement for the
consolidation of the cooperative corporations, which agreement shall
be submitted for the review of the commission in the manner
provided for in section 5 of this chapter. The agreement must set
forth the terms and conditions of the consolidation, the name of the
proposed consolidated cooperative corporation, the number of its
directors, not less than three (3), the time of the annual election, and
the names of the persons, not less than three (3), to be directors until
the first annual meeting. Each cooperative corporation participating
in the consolidation shall call and hold a meeting of its members as
provided in section 9 of this chapter, at which the proposal of the
consolidation shall be presented. If at each meeting the consolidation
agreement is approved by a resolution duly adopted and receiving the
affirmative vote of at least three-fourths (3/4) of the members who
attend each meeting, the directors named in the agreement shall
subscribe and acknowledge articles conforming substantially to the
original articles of incorporation. The new articles shall be entitled
and endorsed "Articles of Consolidation of __________" (the blank
space being filled in with the names of the cooperative corporations
being consolidated) and must state:
(1) the names of the cooperative corporations being
consolidated;
(2) the name of the consolidated cooperative corporation;
(3) a statement that each consolidating cooperative corporation
agrees to the consolidation;
(4) the names and addresses of the directors of the new
cooperative corporation; and
(5) the terms and conditions of the consolidation and the mode
of carrying the consolidation into effect, including the manner
in which members of the consolidating cooperative corporations
may or shall become members of the new cooperative
corporation.
The new articles of incorporation may contain any provisions not
inconsistent with this chapter that are necessary or advisable for the
conduct of the business of the new cooperative corporation.
(b) If the commission approves the articles of consolidation under
section 5 of this chapter, the articles of consolidation or a certified
copy or copies of the articles shall be filed, together with the attached
copy of the order of the commission under section 5(e)(2) of this
chapter, in the same place as the original articles of incorporation.
Upon the filings required under section 5(g) of this chapter, the
proposed consolidated cooperative corporation, under its designated
name, is a body corporate with all the powers of a cooperative
corporation as originally formed under this chapter.
As added by P.L.3-2008, SEC.72.
IC 8-1-17-19
Consolidation of corporations; transfer of assets, franchises, and
obligations
Sec. 19. (a) In case of a consolidation, the existence of the
consolidating cooperative corporations shall cease and the articles of
consolidation are considered the articles of incorporation of the new
cooperative corporation.
(b) All rights, privileges, immunities, and franchises and all
property, real and personal, including without limitation applications
for membership, all debts due on whatever account and all other
choses in action, of each of the consolidating cooperative
corporations are transferred to and vested in the new cooperative
corporation without further act or deed.
(c) The new cooperative corporation shall be responsible and
liable for all the liabilities and obligations of each of the
consolidating cooperative corporations. Any claim existing or action
or proceeding pending by or against any of the consolidating
cooperative corporations may be prosecuted as if the consolidation
had not taken place but the new cooperative corporation may be
instituted in its place.
(d) The new cooperative corporation may operate in all the areas
in which the consolidating cooperative corporations were authorized
to operate. Before the new corporation may operate in any other area,
it shall submit to the commission:
(1) an application for a new certificate of territorial authority
under IC 8-1-32.5; or
(2) a notice of change under IC 8-1-32.5-12(7), as allowed by
the commission.
(e) The rights of creditors and any liens upon the property of any
consolidating cooperative corporations shall not be impaired by the
consolidation.
(Formerly: Acts 1951, c.193, s.19.) As amended by P.L.59-1984,
SEC.80; P.L.97-1993, SEC.8; P.L.27-2006, SEC.47.
IC 8-1-17-20
Rates and charges; revenues and receipts not needed; REA
borrowers; rates sufficient to repay financial assistance
Sec. 20. (a) A local cooperative corporation shall be required to
furnish reasonably adequate telephone services and facilities. The
charge made by any local cooperative corporation for any service
rendered or to be rendered, either directly or in connection with the
service, shall be nondiscriminatory, reasonable, and just, and every
discriminatory, unjust, or unreasonable charge for telephone service
is prohibited and declared unlawful. Reasonable and just charges for
telephone service within the meaning of this section are those
charges that produce sufficient revenue to pay all legal and other
necessary expense incident to the operation of the local cooperative
corporation's system, including maintenance costs, operating charges,
upkeep, repairs, interest charges on bonds or other obligations, to
provide a sinking fund for the liquidation of bonds or other evidences
of indebtedness, to provide adequate funds to be used as working
capital, as well as funds for making extensions and replacements, and
also for the payment of any taxes that may be assessed against the
cooperative corporation or its property. Charges described in this
section must produce an income sufficient to maintain the local
cooperative corporation's property in sound physical and financial
condition to render adequate and efficient service. Any rate too low
to meet the foregoing requirements is unlawful. Revenues and
receipts not needed for the purposes described in this section, or not
needed in reserves for those purposes, shall be returned to the
patrons on a pro rata basis according to the amounts paid by them for
telephone service. Amounts returned under this section shall be
either in cash or in abatement of current charges for telephone
service, as the board may decide.
(b) As used in subsection (d), "financial assistance" means:
(1) a loan or loan guarantee; or
(2) a lien accommodation provided to secure a loan made by
another lender;
including loans made by the Rural Electrification Administration of
the United States Department of Agriculture (REA) or by the Rural
Telephone Bank.
(c) As used in subsections (d) and (e), "REA borrower" means a
corporation created under this chapter that is the recipient of
financial assistance.
(d) In determining rates under this section, an REA borrower must
charge rates sufficient to enable the REA borrower to:
(1) satisfy its reasonable expenses and obligations; and
(2) repay the full amount of any financial assistance and the
interest thereon.
(e) So long as there remains any unpaid portion of any financial
assistance associated with the property of an REA borrower, the rates
of the REA borrower shall be set at a level sufficient to repay the
financial assistance, regardless of the full or partial retirement of the
property or any other change in the status of the property.
(Formerly: Acts 1951, c.193, s.20.) As amended by P.L.74-1991,
SEC.3; P.L.97-1993, SEC.9; P.L.27-2006, SEC.48.
IC 8-1-17-21
Repealed
(Repealed by P.L.27-2006, SEC.62.)
IC 8-1-17-22
Repealed
(Repealed by P.L.27-2006, SEC.62.)
IC 8-1-17-22.5
Repealed
(Repealed by P.L.27-2006, SEC.62.)
IC 8-1-17-23
Articles of incorporation; amendment; change in territory served;
commission review; notice to facilities based local exchange
carriers; issuance of new or amended certificate of territorial
authority; request for additional information; filing of amended
articles
Sec. 23. (a) A cooperative corporation may amend its articles of
incorporation to change its corporate name, to increase or reduce the
number of its directors, or to change any other provisions set forth in
the articles. However, any change of location of the principal office
shall be effected in the manner set forth in section 24 of this chapter.
An amendment under this section may be accomplished by filing
articles of amendment, along with any notice of change required
under IC 8-1-32.5-12, with the commission. The articles of
amendment shall be entitled and endorsed "Articles of Amendment
of ______________" (the blank space being filled in with the name
of the cooperative corporation) and must include the following:
(1) The name of the cooperative corporation, and if it has been
changed, the name under which it was originally incorporated.
(2) The date of filing the articles of incorporation in each public
office where filed.
(3) Whether the statement of counties within which the
corporation's operations are to be conducted is to be changed,
and if so a new statement of the counties in which the
corporation will operate.
(4) An affidavit, signed by the officer executing the articles of
amendment, stating that the provisions of this section were
complied with.
(b) The amended articles shall be subscribed in the name of the
cooperative corporation by the appropriate officers of the cooperative
corporation, who shall make and annex an affidavit stating that they
have been authorized to execute and file the amended articles by a
resolution duly adopted at a meeting of the cooperative corporation
duly called and held as provided in section 9 of this chapter. If by
any amendment to the articles of incorporation, the territory
proposed to be served by the cooperative corporation is to be
increased or decreased, the appropriate officers of the cooperative
corporation shall submit to the commission:
(1) an application for a new certificate of territorial authority
under IC 8-1-32.5-6; or
(2) a notice of change under IC 8-1-32.5-12(7), as allowed by
the commission.
(c) Upon receipt of an application or a notice of change under
subsection (b), the commission shall conduct the review required
under IC 8-1-32.5-8. If the applicant is a local cooperative
corporation, the commission shall give written notice of the proposed
change in the corporation's territory to each facilities based local
exchange carrier operating in contiguous territory in the manner
provided in section 5 of this chapter. If the commission, after
conducting the review required by IC 8-1-32.5-8 and any hearing
allowed under IC 8-1-32.5-9, determines that the amended articles
and the application or notice of change under IC 8-1-32.5 are
accurate, complete, and properly verified, the commission shall:
(1) issue a new or amended certificate under IC 8-1-32.5 that
reflects the increase or decrease in the territory served by the
corporation; and
(2) enter an order approving the amended articles of the
cooperative corporation.
(d) If the commission, after conducting the review required by
IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,
determines that the amended articles or an application or notice of
change under IC 8-1-32.5 are inaccurate, incomplete, or not properly
verified, the commission shall:
(1) request the corporation to provide additional information; or
(2) notify the corporation of the corporation's right to:
(A) appeal the commission's determination under IC 8-1-3;
or
(B) file the amended articles or an application or notice of
change under IC 8-1-32.5 at a later date, without prejudice;
under IC 8-1-32.5-8.
(e) An amendment increasing or decreasing the territory to be
served by a cooperative corporation shall not be filed in the office of
the secretary of state or of any county recorder unless there is
attached to the amendment a certified copy of an order of the
commission under subsection (c)(2). The amended articles shall be
filed in the same places as the original articles of incorporation and
upon filing the amendment shall be considered to have been effected.
(Formerly: Acts 1951, c.193, s.24.) As amended by P.L.59-1984,
SEC.83; P.L.145-1999, SEC.4 and P.L.198-1999, SEC.6;
P.L.27-2006, SEC.49.
IC 8-1-17-24
Principal office; change of location
Sec. 24. A cooperative corporation formed under this chapter may
change the location of its principal office by filing in the office of the
secretary of state a certificate reciting the change of principal office
and setting forth the resolution by its board of directors authorizing
the change and stating the time and place of its adoption. The
certificate shall be executed and acknowledged by the appropriate
officers of the cooperative corporation with the corporate seal
attached and attested by the appropriate officer of the cooperative
corporation. The cooperative corporation shall also notify the
commission of the change as required under IC 8-1-32.5-12(3).
(Formerly: Acts 1951, c.193, s.25.) As amended by P.L.145-1999,
SEC.5 and P.L.198-1999, SEC.7; P.L.27-2006, SEC.50.
IC 8-1-17-25
Dissolution of corporation; articles of dissolution; relinquishment
of certificate of territorial authority; disposition of assets
Sec. 25. (a) Any cooperative corporation may dissolve by filing
in the office of the secretary of state articles of dissolution entitled
and endorsed "Articles of Dissolution of __________" (the blank
space being filled in with the name of the cooperative corporation).
The articles of dissolution shall state the following:
(1) The name of the cooperative corporation, and if the
cooperative corporation is a corporation resulting from a
consolidation as provided in this chapter, the names of the
original cooperative corporations.
(2) The date of filing of the articles of incorporation in the
office of secretary of state and, if the cooperative corporation is
a corporation resulting from a consolidation as provided in this
chapter, the dates on which the articles of incorporation of the
original cooperative corporations were filed in the office of
secretary of state.
(3) That the cooperative corporation elects to dissolve.
(4) The name and post office address of each of its directors,
and the name, title, and post office address of each of its
officers.
The articles shall be subscribed and acknowledged by the appropriate
officers of the cooperative corporation who shall make and annex an
affidavit stating that they have been authorized to execute and file
the articles by a resolution duly adopted by the members of the
cooperative corporation at a meeting duly called and held as
provided in section 9 of this chapter. Articles of dissolution or a
certified copy or copies of the articles shall be filed in the same
places as original articles of incorporation. If the dissolving
corporation is a local cooperative corporation, any certificate of
territorial authority issued under IC 8-1-32.5 shall be relinquished,
and the appropriate officers of the corporation shall notify the
commission of the relinquishment under IC 8-1-32.5-12(5).
(b) Upon the filings required by subsection (a), the cooperative
corporation is dissolved. However, the cooperative corporation shall
continue for the purpose of paying, satisfying, and discharging any
existing liabilities or obligations and collecting or liquidating its
assets, and doing all other acts required to adjust and wind up its
business affairs, and may sue and be sued in its corporate name. Any
assets remaining after all liabilities and obligations of the cooperative
corporation have been satisfied and discharged shall be refunded pro
rata to the patrons, their assignees, personal representatives, heirs, or
legatees, who have paid for telephone service rendered by the
cooperative corporation within the five (5) year period immediately
preceding the dissolution. Any assets not refunded within the two (2)
year period after the dissolution is completed shall pass to and
become the property of the state.
(Formerly: Acts 1951, c.193, s.26.) As amended by P.L.59-1984,
SEC.84; P.L.145-1999, SEC.6 and P.L.198-1999, SEC.8;
P.L.27-2006, SEC.51.
IC 8-1-17-26
Foreign nonprofit corporations; application for certificate of
territorial authority; review by commission; admission to do
business in Indiana
Sec. 26. (a) Any foreign corporation organized as a nonprofit
corporation for the purpose of making telephone service available to
the inhabitants of rural areas may be admitted to do business in
Indiana and shall have the same powers, restrictions, and liabilities
as a cooperative corporation organized under this chapter. Whenever
a foreign corporation desires to be admitted to operate in Indiana, it
shall file with the commission an application for a certificate of
territorial authority under IC 8-1-32.5. The appropriate officers of the
corporation shall attach to the application a copy of the articles of
incorporation of the foreign corporation, and all amendments to the
articles, duly authenticated by the proper officer of the state in which
the corporation is incorporated. Upon receipt of the application and
the articles of incorporation, the commission shall conduct the
review required under IC 8-1-32.5-8. The commission shall give
written notice of the filing of the application to each facilities based
local exchange carrier operating in contiguous territory in the manner
provided in section 5 of this chapter.
(b) If the commission, after conducting the review required by
IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,
determines that the foreign corporation meets the requirements for
the issuance of a certificate of territorial authority under IC 8-1-32.5,
the commission shall enter an order granting a certificate of
territorial authority under IC 8-1-32.5 for the proposed operations of
the foreign corporation in Indiana and shall attach a copy of the
order, duly certified by the secretary of the commission, to each
original application filed with the commission and deliver the
applications and orders to the petitioner.
(c) If the commission, after conducting the review required by
IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,
determines that the foreign corporation does not meet the
requirements for the issuance of a certificate of territorial authority
under IC 8-1-32.5, the commission shall:
(1) request the foreign corporation to provide additional
information; or
(2) notify the foreign corporation of the foreign corporation's
right to:
(A) appeal the commission's determination under IC 8-1-3;
or
(B) file another application at a later date, without prejudice;
under IC 8-1-32.5-8.
(d) If the commission issues a certificate of territorial authority
under subsection (b), the foreign corporation shall present to the
secretary of state all sets of authenticated copies of its articles of
incorporation, the original applications under IC 8-1-32.5, and the
order of the commission under subsection (b), together with any
application for admission to do business in Indiana that the secretary
of state may require, and shall tender to the secretary of state six
dollars and fifty cents ($6.50) to cover the secretary of state's fees
under this subsection. If the secretary of state approves the
documents submitted, the secretary of state shall endorse the
secretary of state's approval upon each of the documents, file one (1)
copy in the secretary of state's office, return the remaining copies to
the foreign corporation, and issue to the foreign corporation a
certificate of admission to do business in Indiana. Before the foreign
corporation may do any business in Indiana, it shall file in the office
of the recorder of each county in Indiana in which it will make
telephone service available one (1) set of the documents bearing the
approval of the secretary of state under this subsection.
(Formerly: Acts 1951, c.193, s.27.) As amended by P.L.59-1984,
SEC.85; P.L.27-2006, SEC.52.
IC 8-1-17-27
General nonprofit corporation act; application to chapter
Sec. 27. The provisions of IC 23-17 and all rights and powers
under IC 23-17 shall apply to cooperative corporations organized
under this chapter, except where such provisions are in conflict or
inconsistent with the express provisions of this chapter.
(Formerly: Acts 1951, c.193, s.28.) As amended by P.L.59-1984,
SEC.86; P.L.179-1991, SEC.14.
IC 8-1-17-28
Construction of chapter
Sec. 28. This chapter is to be liberally construed, and 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.
(Formerly: Acts 1951, c.193, s.29.) As amended by P.L.59-1984,
SEC.87.
IC 8-1-17-29
Members not liable for corporate debts or liabilities
Sec. 29. No member of any cooperative corporation shall be liable
or responsible for its debts or liabilities.
(Formerly: Acts 1951, c.193, s.31.)