10-2127

10-2127. Powers of a generation and
transmission cooperative

A. A generation and transmission cooperative may:

1. Sue and be sued and complain and defend in its corporate name.

2. Have perpetual existence by its corporate name.

3. Adopt a corporate seal and alter the seal at its pleasure, and use the seal by
causing it, or a facsimile of it, to be impressed or affixed or in any other manner
reproduced, but failure to have or to affix a corporate seal does not affect the validity
of any instrument or any action taken in pursuance of in reliance on the seal.

4. Own, operate, lease or control plants, property and facilities for the
generation or transmission, sale or furnishing of electricity for light, heat or power or
other uses, and generate, manufacture, purchase, acquire, accumulate and transmit
electric energy.

5. To compete more effectively with other entities in the electric energy market,
engage in, individually or jointly in collaboration with other corporations that have
loans made or guaranteed by the United States through the administrator of the rural
utilities service or that are nonprofit members of the corporation, the acquisition,
purchase, marketing, sale, supply and disposition of electric energy to or for its
members and persons, entities, governmental agencies and political subdivisions and other
electric utilities.

6. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote,
exercise rights arising out of the ownership or possession, use, employ, sell, assign,
transfer, convey, mortgage, lend, pledge, hypothecate or otherwise use and deal in and
with shares, rights, memberships or other interests in, or notes, bonds, debentures,
mortgages, passbooks, certificates of deposit or other obligations of other domestic or
foreign corporations, associations, partnerships, limited partnerships or individuals, or
direct or indirect obligations or securities of individuals, associations, cooperatives,
partnerships, corporations or of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality thereof.

7. Construct, purchase, take, receive, lease as lessee or otherwise acquire, and
own, hold, improve, use, equip, maintain and operate, and sell, assign, transfer, convey,
exchange, lease as lessor, mortgage, pledge or otherwise dispose of or encumber electric
transmission lines and systems, electric generating plants, lands, buildings, structures,
dams, plants and equipment, and any and all kinds and classes of real or personal
property, tangible or intangible, that are deemed necessary, convenient or appropriate to
accomplish the purpose for which the generation and transmission cooperative is organized
or that it elects to undertake.

8. Purchase or otherwise acquire, and own, hold, use and exercise and sell, assign,
transfer, convey, mortgage, pledge, hypothecate or otherwise dispose of or encumber
franchises, rights, privileges, licenses, rights-of-way and easements.

9. Make contracts and guarantees and incur liabilities, borrow money and otherwise
contract indebtedness, and issue its notes, bonds and other evidence of indebtedness, and
secure the payment of any indebtedness by mortgage, pledge, deed of trust, assignment,
security agreement or any other hypothecation or encumbrance on any or all of its real or
personal property, assets, franchises, revenue or income.

10. Construct, maintain and operate electric transmission lines along, on, under and
across publicly owned lands and public thoroughfares, including all roads, highways,
streets, alleys, bridges and causeways, and acquire for such purposes franchises,
licenses, permits, easements, rights-of-way, and all similar rights and privileges
relating to such purposes.

11. Exercise the power of eminent domain in the manner and to the extent provided by
the laws of this state for the exercise of such power by other corporations constructing
or operating electric transmission lines or systems.

12. Become a member of other cooperative organizations or corporations or own stock
in or otherwise financially participate and invest in those other organizations or
corporations.

13. Conduct its business, carry on its operations, have offices and exercise the
powers granted it by this article in any state, territory, district or possession of the
United States or in any foreign country.

14. Adopt, amend and repeal bylaws consistent with this article.

15. Cease its corporate activities and surrender its corporate franchise.

16. Do and perform other acts and things, and have and exercise other powers, that
may be necessary, convenient or appropriate to accomplish the purpose for which the
generation and transmission cooperative is organized or to carry out its business and
affairs.

B. Beginning on January 1, 1999 the indemnification of members, directors,
officers, employees and agents of a cooperative shall be in accordance with chapter 31,
article 5 of this title.