CHAPTER 161. ELECTRIC COOPERATIVE CORPORATIONS
UTILITIES CODE
TITLE 4. DELIVERY OF UTILITY SERVICES
SUBTITLE A. UTILITY CORPORATIONS AND OTHER PROVIDERS
CHAPTER 161. ELECTRIC COOPERATIVE CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 161.001. SHORT TITLE. This chapter may be cited as the
Electric Cooperative Corporation Act.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
Sec. 161.002. DEFINITIONS. In this chapter:
(1) "Acquire" means and includes construct, acquire by purchase,
lease, devise, or gift, or other mode of acquisition.
(2) "Board" means the board of directors of an electric
cooperative.
(3) "Central station service" means electric service provided by
a municipally owned electric system or by an electric corporation
described by Subchapter A, Chapter 181.
(4) "Electric cooperative" means a corporation that is organized
under this chapter or that becomes subject to this chapter as
provided by this chapter.
(5) "Member" means:
(A) an incorporator of an electric cooperative; or
(B) a person admitted to membership in the electric cooperative
as provided by Section 161.065.
(6) "Obligation" includes a bond, note, debenture, interim
certificate or receipt, or other evidence of indebtedness issued
by an electric cooperative.
(7) "Rural area" means an area, including both farm and nonfarm
population of the area, that is not located in:
(A) a municipality having a population greater than 1,500; or
(B) an unincorporated city, town, village, or borough having a
population greater than 1,500.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
Sec. 161.003. CONSTRUCTION OF CHAPTER. This chapter shall be
liberally construed. The enumeration of a purpose, power, method,
or thing does not exclude similar purposes, powers, methods, or
things.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
Sec. 161.004. CERTAIN CORPORATE NAMES PROHIBITED. A corporation
organized under the laws of this state or authorized to do
business in this state may not use the words "electric
cooperative" in the corporation's name unless the corporation is
organized under this chapter.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 organized
under the laws of this state.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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) the address of the cooperative's principal office and the
name and address of its agent on whom process may be served;
(6) the duration of the cooperative;
(7) the terms under which a person is admitted to membership and
retains membership in the cooperative, unless the articles
expressly state that the determination of membership matters is
reserved to the directors by the bylaws; and
(8) any provisions that the incorporators include for the
regulation of the business and the conduct of the affairs of the
cooperative.
(b) The articles of incorporation do not need to state any of
the corporate powers enumerated in this chapter.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 compliance with this
chapter to the secretary of state; and
(3) pay a fee of $10.
(b) The secretary of state shall:
(1) file the articles of incorporation in the secretary's
office;
(2) record the articles at length in a book to be kept for that
purpose;
(3) retain the original articles of incorporation on file in the
secretary's office; and
(4) issue a certificate showing the recording of the articles of
incorporation and the electric cooperative's authority to do
business under the articles.
(c) A copy of the articles of incorporation or of the record of
the articles, certified under the state seal, is evidence of the
creation of the electric cooperative.
(d) The existence of the electric cooperative dates from the
filing of the articles in the office of the secretary of state.
The certificate of the secretary of state is evidence of that
filing.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 this chapter; and
(2) a certified copy of the expired original articles.
(b) An electric cooperative that revives its articles of
incorporation has all the privileges, immunities, and rights of
property exercised and held by the cooperative at the time the
original articles expired.
(c) New articles of incorporation filed under this section must
recite the privileges, immunities, and rights of property
exercised and held by the cooperative at the time the original
articles expired.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 incorporators shall call the
organizational meeting.
(c) The incorporators calling the organizational meeting shall
give at least three days' notice of the meeting by mail to each
incorporator. The notice must state the time and place of the
meeting. The notice may be waived in writing.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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
original articles; and
(2) take any action necessary to correct the defect.
(b) An action taken under this section is valid and binding on
any person concerned.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 all times to:
(1) pay all operating and maintenance expenses necessary or
desirable for the prudent conduct of its business;
(2) pay the principal of and interest on the obligations issued
or assumed by the cooperative in performing the purpose for which
the cooperative was organized; and
(3) create reserves.
(c) The cooperative shall devote its revenues:
(1) first to the payment of operating and maintenance expenses
and the principal and interest on outstanding obligations; and
(2) then to the reserves prescribed by the board for
improvement, new construction, depreciation, and contingencies.
(d) The cooperative shall periodically return revenues not
required for the purposes prescribed by Subsection (c) to the
members in proportion to the amount of business done with each
member during the applicable period. The cooperative may return
revenues:
(1) in cash, by abatement of current charges for electric
energy, or in another manner determined by the board; or
(2) through a general rate reduction to members.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 fee.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 (Article 581-1 et seq., Vernon's Texas Civil
Statutes) 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
cooperative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 area in which the cooperative is authorized
to provide electric energy, and the person:
(1) uses or agrees to use electric energy or the facilities,
supplies, equipment, or services furnished by the cooperative at
the dwelling, structure, apparatus, or point of delivery; or
(2) is an incorporator of the cooperative.
(b) An electric cooperative may become a member of another
electric cooperative and may fully use the facilities and
services of that cooperative.
(c) Membership in an electric cooperative is not transferable.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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
cooperative on the resignation, expulsion, or death of the
member.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 state.
(b) An electric cooperative shall hold an annual meeting of its
members at the time provided in the bylaws. Failure to hold the
annual meeting at the designated time does not result in
forfeiture or dissolution of the cooperative.
(c) A special meeting of the members may be called by:
(1) the president;
(2) the board;
(3) a majority of the directors;
(4) the members by a petition signed by at least 10 percent of
the members; or
(5) an officer or other person as provided by the articles of
incorporation or bylaws.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 delivered by or at the direction of
the president, the secretary, or the officers or other persons
calling the meeting.
(b) The notice must state the time and place of the meeting and,
in the case of a special meeting, each purpose for which the
meeting is called.
(c) A member may waive notice of meetings in writing.
(d) A notice that is mailed is considered to be delivered when
the notice is deposited in the United States mail in a sealed
envelope with postage prepaid addressed to the member at the
member's address as it appears on the records of the electric
cooperative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 is provided for in the bylaws, members
voting by mail are counted as present for purposes of determining
whether a quorum is present.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 qualifications for directors.
(b) The board may exercise any power of an electric cooperative
not conferred on the members by this chapter or by the
cooperative's articles of incorporation or bylaws.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 directors shall be elected by the
members at each annual meeting or as otherwise provided by the
bylaws.
(b) A vacancy on the board shall be filled as provided by the
bylaws. A person selected to fill a vacancy serves until the next
regular election of directors.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 exercise the board's authority unless the
articles of incorporation or the bylaws require a greater number
of directors to exercise the board's authority.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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
meeting for the express purpose of objecting to the transaction
of business at the meeting because the meeting is not lawfully
called or convened.
(c) A notice or waiver of notice of a board meeting is not
required to specify the business to be transacted at the meeting
or the purpose of the meeting.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 for by the bylaws.
(b) The same person may hold the offices of secretary and of
treasurer.
(c) The board may appoint other officers, agents, and employees
as the board considers necessary and shall prescribe the powers,
duties, and compensation of those persons.
(d) The board may remove an officer, agent, or employee elected
or appointed by the board if the board determines that the
removal will serve the best interests of the cooperative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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
cooperative and other duties as prescribed by the bylaws.
(c) The designation of an executive committee and the delegation
of authority to the committee does not relieve the board or any
director of a responsibility imposed on the board or the director
by this chapter.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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).
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 in person or represented by proxy at
a meeting called for that purpose, amend its articles of
incorporation to comply with this chapter.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER C. POWERS OF ELECTRIC COOPERATIVE
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 property, including plants, buildings, works,
machinery, supplies, equipment, apparatus, and transmission and
distribution lines or systems that are necessary, convenient, or
useful;
(4) dispose of, mortgage, or lease as lessor any of its property
or assets;
(5) borrow money and otherwise contract indebtedness, issue
obligations for its indebtedness, and secure the payment of
indebtedness by mortgage, pledge, or deed of trust on any or all
of its property or revenue;
(6) accept gifts or grants of money, services, or property;
(7) make any contracts necessary or convenient for the exercise
of the powers granted by this chapter;
(8) conduct its business and have offices inside or outside this
state;
(9) adopt and amend bylaws not inconsistent with the articles of
incorporation for the administration and regulation of the
affairs of the cooperative; and
(10) perform any other acts for the cooperative or its members
or for another electric cooperative or its members, and exercise
any other power, that may be necessary, convenient, or
appropriate to accomplish the purpose for which the cooperative
is organized, including other or additional purposes that benefit
members and nonmembers, either directly or through affiliates,
described in Section A, Article 2.01, Texas Non-Profit
Corporation Act (Article 1396-2.01, Vernon's Texas Civil
Statutes).
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 1999, 76th Leg., ch. 62, Sec. 18.15(a), eff.
Sept. 1, 1999.
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 receiving central station service, even if the person is
receiving central station service at other points of delivery;
(2) furnishing electric energy to a person desiring that service
in a municipality or unincorporated city or town, rural or
nonrural, served by the cooperative and in which central station
service was not available at the time the cooperative began
furnishing electric energy to the residents of the municipality
or unincorporated city or town;
(3) assisting in the wiring of the premises of persons in rural
areas or the acquisition, supply, or installation of electrical
or plumbing equipment in those premises; or
(4) furnishing electric energy, wiring facilities, or electrical
or plumbing equipment or service to another electric cooperative
or to the members of another electric cooperative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 their premises and install
in those premises electrical and plumbing fixtures, machinery,
supplies, apparatus, and equipment of any kind, and in connection
with those activities:
(A) acquire, lease, sell, distribute, install, and repair
electrical and plumbing fixtures, machinery, supplies, apparatus,
and equipment of any kind; and
(B) receive, acquire, endorse, pledge, and dispose of notes,
bonds, and other evidences of indebtedness;
(3) furnish to other electric cooperatives or their members
electric energy, wiring facilities, electrical and plumbing
equipment, and services that are convenient or useful; and
(4) establish, regulate, and collect rates, fees, rents, or
other charges for electric energy or other facilities, supplies,
equipment, or services furnished by the electric cooperative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 generation, transmission, or
distribution of electricity:
(1) a corporation, association, or firm;
(2) the United States;
(3) this state or a political subdivision of this state; or
(4) a municipal power agency or political subdivision of this
state that is a co-owner with the electric cooperative of an
electric generation facility.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER D. AMENDMENT OF ARTICLES OF INCORPORATION
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 called for that purpose as provided by the
bylaws.
(b) Notice of the meeting to members must state the general
nature of each proposed amendment to be presented and voted on at
the meeting. Valid action may not be taken at the meeting unless
at least five percent of the members of the electric cooperative
either attend the meeting in person or are represented at the
meeting by proxy.
(c) The power to amend the articles of incorporation includes
the power to accomplish any desired change in the articles of
incorporation and to include any purpose, power, or provision
that is permitted to be included in original articles of
incorporation executed at the time the amendment is made.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 in the same
manner as the original articles of incorporation.
(b) An amendment takes effect when the secretary of state
accepts the articles of amendment for filing and recording and
issues a certificate of amendment. The certificate of amendment
is evidence of the filing of the amendment.
(c) The secretary of state shall charge and collect a fee of
$2.50 for filing articles of amendment and issuing a certificate
of amendment.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER E. CONSOLIDATION OF ELECTRIC COOPERATIVES
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 proposed consolidated
cooperative;
(4) the time of the annual meeting and election; and
(5) the names of at least three persons to be directors until
the first annual meeting.
(b) A consolidation agreement may be approved only on the votes
of a majority of the members of each electric cooperative present
in person or represented by proxy at a regular meeting or at a
special meeting of its members called for that purpose.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 incorporation.
(b) The directors named in the consolidation agreement shall as
incorporators sign and acknowledge the articles of consolidation.
(c) The secretary of state shall charge and collect a fee of $10
for filing articles of consolidation and issuing a certificate of
consolidation.
(d) When the secretary of state accepts the articles of
consolidation for filing and recording and issues a certificate
of consolidation, the proposed consolidated electric cooperative
described in the articles under its designated name exists as a
body corporate, with all the powers of an electric cooperative
originally organized under this chapter.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER F. DISSOLUTION
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) signed by the president or vice president and attested by
the secretary, certifying to the dissolution and stating that the
officers have been authorized by a vote of the members under
Subsection (a) to execute and file the certificate; and
(2) executed, acknowledged, filed, and recorded in the same
manner as original articles of incorporation of an electric
cooperative.
(c) The cooperative is dissolved when the secretary of state
accepts the certificate of dissolution for filing and recording
and issues a certificate of dissolution.
(d) The secretary of state shall charge and collect a fee of
$2.50 for filing articles of dissolution.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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.
(b) A dissolved electric cooperative may sue and be sued in its
corporate name.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 certificate of dissolution was filed.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
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 of dissolution in the same manner as a
validly incorporated electric cooperative.
(b) The certificate of dissolution may be authorized by a
majority of the incorporators or directors at a meeting called by
an incorporator and held at the principal office of the
cooperative named in the articles of incorporation.
(c) The incorporator calling the meeting must give at least 10
days' notice of the meeting by mail to the last known post office
address of each incorporator or director.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.