UTILITIES CODE
TITLE 4. DELIVERY OF UTILITY SERVICES
SUBTITLE A. UTILITY CORPORATIONS AND OTHER PROVIDERS
CHAPTER 161. ELECTRIC COOPERATIVE CORPORATIONS
SUBCHAPTER A. GENERAL PROVISIONS
§ 161.001. SHORT TITLE. This chapter may be cited as
the Electric Cooperative Corporation Act.
Acts 1997, 75th Leg., ch. 166, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 161.005. CHAPTER COMPLETE AND CONTROLLING. This
chapter is complete in itself and is controlling.
Acts 1997, 75th Leg., ch. 166, § 1, eff. Sept. 1, 1997.
SUBCHAPTER B. CREATION AND OPERATION OF ELECTRIC COOPERATIVES
§ 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, § 1, eff. Sept. 1, 1997.
§ 161.052. DURATION OF CORPORATION. An electric
cooperative may be created as a perpetual corporation.
Acts 1997, 75th Leg., ch. 166, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
SUBCHAPTER C. POWERS OF ELECTRIC COOPERATIVE
§ 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, § 1, eff. Sept. 1, 1997. Amended
by Acts 1999, 76th Leg., ch. 62, § 18.15(a), eff. Sept. 1, 1999.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
SUBCHAPTER D. AMENDMENT OF ARTICLES OF INCORPORATION
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
SUBCHAPTER E. CONSOLIDATION OF ELECTRIC COOPERATIVES
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
SUBCHAPTER F. DISSOLUTION
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
§ 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, § 1, eff. Sept. 1, 1997.
