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 "RuralTelephone 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, ashereinafter provided, form a cooperative corporation, not organizedfor pecuniary profit, for the purpose of: (1) if such corporation belocal in its scope, promoting and encouraging the fullest possible useof telephone service in the state by making telephone service andeducational services incident to telephone service available toinhabitants of rural areas of the state at the lowest cost consistentwith sound economy and prudent management of the business of thecooperative corporation or (2) if such corporation be general in itsscope, furnishing engineering, financial, accounting, and/oreducational 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 localcooperative telephone corporation formed under Acts 1935, c.157 isconsidered to have been formed under this chapter and is subject toits requirements and not the requirements of IC 23-7-1.1 (before itsrepeal August 1, 1991) or IC 23-17.
(b) A local cooperative telephone corporation described insubsection (a) shall amend its articles of incorporation in accordancewith IC 23-7-1.1 (before its repeal August 1, 1991) or IC 23-17 toconform to the requirements of this chapter and shall submit a copyof its amended articles to the commission for approval. Afterexamining the articles, the commission shall approve the amendedarticles if they conform to the requirements of this chapter. Thecommission may approve the amended articles without conductinga hearing. The secretary of state may not issue a certificate ofamendment before the commission approves the amended articlesunder this subsection.
(c) The certificate of public convenience and necessity orcertificate of territorial authority previously issued to a localcooperative telephone corporation described in subsection (a) shallserve as the certificate required under section 6 of this chapter(before its repeal July 1, 2009). (d) Subsection (a) applies to a local telephone cooperativecorporation as of the date the secretary of state issues a certificate ofamendment 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 theamended articles of incorporation in the county where the localcooperative 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 thefollowing meanings unless a different meaning clearly appears fromthe 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 cooperativecorporation.
(3) "Cooperative corporation" means a corporation formedunder this chapter.
(4) "Facilities based local exchange carrier" has the meaning setforth in IC 8-1-32.4-5.
(5) "General cooperative corporation" means a cooperativecorporation formed to render services to local cooperativecorporations.
(6) "Improve" includes construct, reconstruct, extend, enlarge,alter, better, or repair.
(7) "Local cooperative corporation" means a cooperativecorporation formed to render telephone services within Indiana.
(8) "Member" includes each individual signing the articles ofincorporation of a cooperative corporation and each personadmitted to membership of the cooperative corporation underlaw or the corporation's bylaws.
(9) "Obligations" includes negotiable bonds, notes, debentures,interim certificates or receipts, and other evidences ofindebtedness, either issued or the payment of which is assumedby a cooperative corporation.
(10) "Person" or "inhabitant" includes an individual, a firm, anassociation, a corporation, a limited liability company, abusiness trust, and a partnership.
(11) "Service" or "services", when not accompanied by theword "telephone", means construction, engineering, financial,accounting, or educational services incidental to telephoneservice.
(12) "System" includes any plant, works, system, facilities, orproperties, together with all parts of and appurtenances to theplant, works, system, facilities, or properties, used or useful intelephone 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 officeequipment, paystations, protectors, instruments, connections,and appliances, office furniture and equipment, workequipment, and all other property used in connection with theprovision 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 telephonecooperative corporation. The term includes all facilities orsystems 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 befilled in with the name of the corporation) and shall state:
(1) The name of the cooperative corporation, which shall besuch as to distinguish it from any other corporation, and astatement whether it is to be a general or a local cooperativecorporation.
(2) A statement of the county or counties within which itsoperations are to be conducted. If it is a local cooperativecorporation, the rural area or areas in which its operations areto be conducted shall be further described and limited from timeto 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 whoare to manage the affairs of the cooperative corporation for thefirst year of its existence or until their successors are chosen.
(6) The period, if any, limited for the duration of thecooperative corporation or a statement that the duration of thecooperative corporation is to be perpetual.
(7) The terms and conditions upon which members of thecorporation shall be admitted.
(8) The articles of incorporation of a cooperative corporationmay contain also any provision not contrary to law which theincorporators may desire for the regulation of its business andthe 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 exchangecarriers; issuance of certificate; request for additionalinformation; filing with secretary of state; status as body corporate
Sec. 5. (a) The individuals executing the articles of incorporationof a local cooperative corporation shall be residents of the area inwhich the operations of the cooperative corporation are to beconducted and shall be persons desirous of using telephone serviceto be furnished by the cooperative corporation.
(b) The individuals executing the articles of incorporation of ageneral cooperative corporation shall be members or prospectivemembers of one (1) or more local cooperative corporations which areprospective members of such general cooperative corporation.
(c) The articles shall be executed in at least six (6) originals andshall be acknowledged by the subscribers before an officerauthorized by law to take acknowledgments of deeds. When soacknowledged, three (3) originals of said articles shall be submittedto the commission. At the time the articles of incorporation are filed,an application for a certificate of territorial authority underIC 8-1-32.5 shall be filed with the commission if the applicant willoperate as a local cooperative corporation. The application shall beexecuted by one (1) or more of the individuals executing the articles,and shall comply with the requirements of IC 8-1-32.5-6, asapplicable.
(d) Upon the receipt of any articles of incorporation andapplication for a certificate of territorial authority, the commissionshall conduct the review required under IC 8-1-32.5-8. If theapplicant is a local cooperative corporation, the commission shallgive written notice, by United States registered mail, of the filing ofthe application to each facilities based local exchange carrieroperating in territory contiguous to the area in which the cooperativecorporation proposes to render telephone service. The commissionshall use the record maintained by the commission underIC 8-1-32.5-13 to determine which facilities based local exchangecarriers are entitled to notice under this subsection.
(e) If the commission, after conducting the review required byIC 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 issuanceof a certificate of territorial authority under IC 8-1-32.5-8, thecommission shall:
(1) issue a certificate of territorial authority under IC 8-1-32.5;and
(2) enter an order approving the organization of the cooperativecorporation and the proposed articles of incorporation.
(f) If the commission, after conducting the review required byIC 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 theissuance 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 undersubsection (e), the cooperative corporation shall submit the followingdocuments, along with two (2) copies of each, to the secretary ofstate for filing:
(1) One (1) of the original articles of incorporation executed bythe corporation under subsection (c).
(2) A certified copy of the order of the commission undersubsection (e)(2).
(3) A certified copy of the certificate of territorial authorityissued by the commission under subsection (e)(1).
If the secretary of state determines that the documents described insubdivisions (1) through (3) comply with law, the secretary of stateshall endorse the documents and file one (1) set of the documents inthe 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 orcertified copies of the documents in the office of the recorder of thecounty in which the cooperative corporation has, or will have, itsprincipal office.
(h) As soon as the provisions of this section have been compliedwith, the proposed cooperative corporation, described in the articlesof incorporation recorded under subsection (g), under its designatedname, 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 chaptershall have a board of directors, which board shall constitute thegoverning body of the cooperative corporation. The directors of alocal cooperative corporation must be members, or if the cooperativecorporation's bylaws so provide, a member's officers, directors, orpartners, or the owner of a member that is a sole proprietorship maybe directors of the cooperative corporation. Directors other thanthose named in the cooperative corporation's articles of incorporationshall be elected by the cooperative corporation's members.
(b) Unless the bylaws of the cooperative corporation provideotherwise, such directors shall be elected annually. The bylaws mayprovide that the directors may hold office for any stated period not
exceeding three (3) years, and be so elected that the terms of onlypart of such directors shall expire at any one (1) time and that onlyenough directors to succeed those whose terms are about to expireneed be elected in any year.
(c) The bylaws may provide that the area in which the membersof the cooperative corporation reside shall be apportioned intodistricts and prescribe the procedure by which the members residingin any one (1) district may nominate a director.
(d) The bylaws may specify a fair remuneration for the timeactually spent by its officers, directors, and members of its executivecommittee in the performance of their duties as such and provide thatthe same be paid them respectively. The officers, directors, andmembers of the executive committee shall be entitled toreimbursement for expenses incurred by them in the performance oftheir duties whether or not the bylaws provide that they beremunerated for their time spent in such performance.
(e) The board shall annually designate and elect those officers itconsiders 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 orconvenient 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 theregulation and management of the affairs of the cooperativecorporation not inconsistent with law or with the articles ofincorporation.
(b) To appoint agents and employees and to fix theircompensation and the compensation of the officers of the cooperativecorporation.
(c) To execute instruments.
(d) To delegate to one or more of the directors or to the agents andemployees of the cooperative corporation such powers and duties asit 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 memberscertificates of membership and each member shall be entitled to onlyone (1) vote on each question or election at any regular or specialmeetings of the cooperative corporation.
(b) Meetings of members may be held at such place as may beprovided in the bylaws. An annual meeting of the members shall be
held at such time as may be provided by the bylaws. Specialmeetings may be called by the board of directors, by a petition signedby not less than five percent (5%) of all the members, or by suchother officers or persons as may be provided in the articles ofincorporation or by the bylaws.
(c) Written or printed notice stating the place, day, and hour of themeeting of members, and, in the case of a special meeting, thepurpose or purposes for which the meeting is called, shall bedelivered not less than ten (10) nor more than thirty (30) days beforethe date of the meeting, either personally or by mail, by or at thedirection of the officers or persons calling the meeting, to eachmember of record entitled to vote at such meeting. If mailed, suchnotice shall be deemed to be delivered when deposited in the UnitedStates mails in a sealed envelope addressed to the member at themember's address as it appears on the records of the cooperativecorporation, with postage prepaid. Notice of meetings of membersmay be waived in writing.
(d) Unless otherwise provided in the articles of incorporation, twopercent (2%) of all the members of the cooperative corporationpresent in person at any meeting of members, of which meetingnotice shall have been given as provided in subsection (c), shallconstitute a quorum for the transaction of business at such meeting.
(e) Except as provided in subsection (f), a majority vote of thosemembers who are present in person and voting at any regularmeeting, or at any special meeting of the members called for thatpurpose, shall be necessary for the taking of any action, adoption ofany resolution, or the election of any directors or officers, orotherwise, as the case may be.
(f) This subsection applies to an election for a director of acooperative corporation held after March 20, 2006. A cooperativecorporation may provide in the corporation's bylaws that if more thantwo (2) persons run for election as a director from the same district,the person receiving the most votes is elected, regardless of whetherthat person receives a majority of the total votes cast by thosemembers present in person and voting at the meeting at which theelection 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 cooperativecorporation shall be to render telephone service to its members andto such other persons in the specific instances as expressly providedin this chapter, and no person shall become or remain a memberunless such person shall use telephone service supplied by suchcooperative corporation and shall have complied with the terms andconditions in respect to membership contained in the bylaws of suchcooperative corporation. (b) A local cooperative corporation is one formed under thischapter 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 corporationdistinguished
Sec. 11. Any cooperative corporation to be formed under thischapter shall be either a general cooperative corporation or a localcooperative corporation.
(a) A general cooperative corporation is one formed under thischapter for the purpose of furnishing engineering, financialaccounting, or educational services to its members or to personsexpecting to form a local cooperative corporation, and having for itsmembers only its incorporators or local cooperative corporations. Itshall not render telephone service and the commission shall notallocate to it any territory for such purpose.
(b) A general cooperative corporation may be formed to have asmembers, and serve, local cooperative corporations in all, or certainnamed, counties of this state, not including any county theretoforenamed as part of the territory to be served by another generalcooperative corporation then organized and existing, unless suchother general cooperative corporation duly consents in writing, filedwith the commission, to such inclusion.
(c) A general cooperative corporation, before obtaining theapproval of its articles of incorporation, must prove to thecommission that it has written consent to its incorporation signed byor on behalf of:
(1) the local cooperative corporations then existing andcontemplated to be members of the general cooperativecorporation; and
(2) the incorporated agricultural association or associations,including in its or their members at least one-third (1/3) of themembers residing in the territory in which the generalcooperative proposes to operate and reasonably anticipated tobecome members of local cooperative corporations which willbecome members of such general cooperative corporation.
Such signatures of said local cooperative corporations and of suchagricultural associations shall be made by their respective presidentsor vice presidents, and secretaries or assistant secretaries, and shallbe supported by certified copies of resolutions authorizing the sameand 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 allpowers necessary or requisite for the accomplishment of its corporate
purpose and capable of being delegated by the general assembly ofthe state of Indiana; and no enumeration of particular powers herebygranted shall be construed to impair any general grant of powerherein contained, nor to limit any such grant to a power or powers ofthe 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 orthings necessary or convenient for carrying out the purpose for whichit 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 topay in cash or credit, and to secure and procure payment of allor any part of the purchase price on the terms and conditions asthe board shall determine.
(4) If it is a local cooperative corporation, to furnish, improve,and expand telephone service to its members, to governmentalagencies 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 disposeof or encumber telephone facilities or systems, lands, buildings,structures, plants and equipment, exchanges, and any other realor personal property, tangible or intangible which is necessaryor appropriate to accomplish the purpose for which the localcooperative corporation is organized.
(6) To cease doing business and to dissolve and surrender itscorporate franchise.
(7) If it is a local cooperative corporation, to construct, operate,and maintain its telephone facilities across or along any streetor public highway, or over lands that are the property of thisstate or a political subdivision of the state. Before telephonefacilities are constructed across or along a highway in the statehighway system, the local cooperative corporation shall firstobtain the permit of the Indiana department of transportation todo so, and the location and setting of the telephone facilitiesshall be approved by and subject to the supervision of theIndiana department of transportation. Before telephone facilitiesare constructed on or across land belonging to the state, thelocal cooperative corporation shall first obtain the permit of thedepartment of state having charge of the lands to do so, and thelocation and setting of the telephone facilities shall be approvedby and subject to the supervision of the department. Thetelephone facilities shall be erected and maintained so as not tointerfere with the use and maintenance of the streets, highways,
and lands, and no pole or appliance shall be located so as tointerfere with the ingress or egress from any premises on thestreet or highway. Nothing in this section contained shalldeprive the body having charge of the street or highway of theright to require the relocation of any pole or appliance whichmay affect the proper use of the street or highway for publictravel, for drainage, or for the repair, construction, orreconstruction of the street or highway. The local cooperativecorporation shall restore the street, highway, or lands to theirformer condition or state as near as may be and shall not use thesame in a manner to impair unnecessarily their usefulness or toinjure the property of others.
(8) To accept gifts or grants of property, real or personal, fromany person, municipality, or federal agency and to acceptvoluntary and uncompensated services.
(9) If it is a local cooperative corporation, to connect andinterconnect its telephone facilities or systems with othertelephone facilities or systems. A connection or interconnectionshall be in a manner and according to specifications as willavoid interference with or hazards to existing telephonefacilities 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 ofindebtedness and to secure the payment thereof by mortgage,pledge, or deed of trust of, or any other encumbrance upon, anyor all of its then owned or after-acquired real or personalproperty, assets, franchises, or revenues.
(12) To make any and all contracts necessary or convenient forthe full exercise of the powers in this chapter granted,including, without limiting the generality of the foregoing,contracts with any person, federal agency, municipality, orother corporation for the interconnection of telephone service;for the management and conduct of the business of thecooperative corporation; and for the fixing of the rates, fees, orcharges for service rendered or to be rendered by the localcooperative corporation.
(13) To levy and collect reasonable fees, rents, tolls, and othercharges for telephone service rendered.
(14) If it is a local cooperative corporation, to exercise the rightof eminent domain in the manner provided by law for theexercise thereof by communications service providers (asdefined 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 amember of a general cooperative corporation and if it is ageneral cooperative corporation, to have local cooperativecorporations as its members.
(17) To recover, after a period of two (2) years, any unclaimedstocks, dividends, capital credits, patronage refunds, utility
deposits, membership fees, account balances, or book equitiesfor which the owner cannot be found and are the result ofdistributable savings of the corporation returned to the memberson 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 resolutionduly adopted at a meeting of the corporation's members duly calledand held as provided in section 9 of this chapter. The resolution mustreceive the affirmative vote of at least three-fourths (3/4) of thecorporation's members who are present at the meeting and theaffirmative vote of at least three-fourths (3/4) of the corporation'sdirectors who are present at a meeting of the board of directors dulycalled 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 ishereby authorized, from time to time, to issue its obligations for anycorporate purpose. The obligations may be authorized by resolutionor resolutions of the board, and may bear such date or dates, matureat such time or times, not exceeding forty (40) years from theirrespective dates, bear interest at any rate, payable semi-annually, bein such denominations, be in such form, either coupon or registered,carry such registration privileges, be executed in such manner, bepayable in such medium of payment, at such place or places, and besubject to such terms of redemption, not exceeding the principalamount of the obligations plus accrued interest, as the board'sresolution or resolutions may provide.
(b) The obligations may be sold in such manner and upon suchterms as the board may determine at not less than the principalamount of the obligations plus accrued interest.
(c) Any provision of law to the contrary notwithstanding, anyobligations and related interest coupons, if any, issued pursuant tothis act shall possess all the qualities of negotiable instruments. Thecommission's approval shall not be required for the issuance by acooperative corporation of its bonds, notes, or other evidences ofindebtedness.
(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, acooperative corporation may make such covenants or agreements anddo any and all such acts and things as may be necessary, convenientor desirable in order to secure its obligations or which, in theabsolute discretion of the board, tend to make the obligations moremarketable, notwithstanding that such covenants, agreements, actsand things may constitute a limitation on the exercise of the powersherein 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 anyfunds available therefor to purchase any obligations issued by it at aprice not exceeding the principal amount thereof and accrued interestthereon. 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 corporationscreated under this chapter and operating or authorized to operate incontiguous territory may enter into an agreement for theconsolidation of the cooperative corporations, which agreement shallbe submitted for the review of the commission in the mannerprovided for in section 5 of this chapter. The agreement must setforth the terms and conditions of the consolidation, the name of theproposed consolidated cooperative corporation, the number of itsdirectors, not less than three (3), the time of the annual election, andthe names of the persons, not less than three (3), to be directors untilthe first annual meeting. Each cooperative corporation participatingin the consolidation shall call and hold a meeting of its members asprovided in section 9 of this chapter, at which the proposal of theconsolidation shall be presented. If at each meeting the consolidationagreement is approved by a resolution duly adopted and receiving theaffirmative vote of at least three-fourths (3/4) of the members whoattend each meeting, the directors named in the agreement shallsubscribe and acknowledge articles conforming substantially to theoriginal articles of incorporation. The new articles shall be entitledand endorsed "Articles of Consolidation of __________" (the blankspace being filled in with the names of the cooperative corporations
being consolidated) and must state:
(1) the names of the cooperative corporations beingconsolidated;
(2) the name of the consolidated cooperative corporation;
(3) a statement that each consolidating cooperative corporationagrees to the consolidation;
(4) the names and addresses of the directors of the newcooperative corporation; and
(5) the terms and conditions of the consolidation and the modeof carrying the consolidation into effect, including the mannerin which members of the consolidating cooperative corporationsmay or shall become members of the new cooperativecorporation.
The new articles of incorporation may contain any provisions notinconsistent with this chapter that are necessary or advisable for theconduct of the business of the new cooperative corporation.
(b) If the commission approves the articles of consolidation undersection 5 of this chapter, the articles of consolidation or a certifiedcopy or copies of the articles shall be filed, together with the attachedcopy of the order of the commission under section 5(e)(2) of thischapter, in the same place as the original articles of incorporation.Upon the filings required under section 5(g) of this chapter, theproposed consolidated cooperative corporation, under its designatedname, is a body corporate with all the powers of a cooperativecorporation 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, andobligations
Sec. 19. (a) In case of a consolidation, the existence of theconsolidating cooperative corporations shall cease and the articles ofconsolidation are considered the articles of incorporation of the newcooperative corporation.
(b) All rights, privileges, immunities, and franchises and allproperty, real and personal, including without limitation applicationsfor membership, all debts due on whatever account and all otherchoses in action, of each of the consolidating cooperativecorporations are transferred to and vested in the new cooperativecorporation without further act or deed.
(c) The new cooperative corporation shall be responsible andliable for all the liabilities and obligations of each of theconsolidating cooperative corporations. Any claim existing or actionor proceeding pending by or against any of the consolidatingcooperative corporations may be prosecuted as if the consolidationhad not taken place but the new cooperative corporation may beinstituted in its place.
(d) The new cooperative corporation may operate in all the areasin which the consolidating cooperative corporations were authorizedto 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 authorityunder IC 8-1-32.5; or
(2) a notice of change under IC 8-1-32.5-12(7), as allowed bythe commission.
(e) The rights of creditors and any liens upon the property of anyconsolidating cooperative corporations shall not be impaired by theconsolidation.
(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; REAborrowers; rates sufficient to repay financial assistance
Sec. 20. (a) A local cooperative corporation shall be required tofurnish reasonably adequate telephone services and facilities. Thecharge made by any local cooperative corporation for any servicerendered or to be rendered, either directly or in connection with theservice, shall be nondiscriminatory, reasonable, and just, and everydiscriminatory, unjust, or unreasonable charge for telephone serviceis prohibited and declared unlawful. Reasonable and just charges fortelephone service within the meaning of this section are thosecharges that produce sufficient revenue to pay all legal and othernecessary expense incident to the operation of the local cooperativecorporation's system, including maintenance costs, operating charges,upkeep, repairs, interest charges on bonds or other obligations, toprovide a sinking fund for the liquidation of bonds or other evidencesof indebtedness, to provide adequate funds to be used as workingcapital, as well as funds for making extensions and replacements, andalso for the payment of any taxes that may be assessed against thecooperative corporation or its property. Charges described in thissection must produce an income sufficient to maintain the localcooperative corporation's property in sound physical and financialcondition to render adequate and efficient service. Any rate too lowto meet the foregoing requirements is unlawful. Revenues andreceipts not needed for the purposes described in this section, or notneeded in reserves for those purposes, shall be returned to thepatrons on a pro rata basis according to the amounts paid by them fortelephone service. Amounts returned under this section shall beeither in cash or in abatement of current charges for telephoneservice, 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 byanother lender;
including loans made by the Rural Electrification Administration ofthe United States Department of Agriculture (REA) or by the RuralTelephone Bank.
(c) As used in subsections (d) and (e), "REA borrower" means acorporation created under this chapter that is the recipient of
financial assistance.
(d) In determining rates under this section, an REA borrower mustcharge 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 theinterest thereon.
(e) So long as there remains any unpaid portion of any financialassistance associated with the property of an REA borrower, the ratesof the REA borrower shall be set at a level sufficient to repay thefinancial assistance, regardless of the full or partial retirement of theproperty 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 exchangecarriers; issuance of new or amended certificate of territorialauthority; request for additional information; filing of amendedarticles
Sec. 23. (a) A cooperative corporation may amend its articles ofincorporation to change its corporate name, to increase or reduce thenumber of its directors, or to change any other provisions set forth inthe articles. However, any change of location of the principal officeshall be effected in the manner set forth in section 24 of this chapter.An amendment under this section may be accomplished by filingarticles of amendment, along with any notice of change requiredunder IC 8-1-32.5-12, with the commission. The articles ofamendment shall be entitled and endorsed "Articles of Amendmentof ______________" (the blank space being filled in with the nameof the cooperative corporation) and must include the following:
(1) The name of the cooperative corporation, and if it has beenchanged, the name under which it was originally incorporated.
(2) The date of filing the articles of incorporation in each publicoffice where filed.
(3) Whether the statement of counties within which thecorporation'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 ofamendment, stating that the provisions of this section werecomplied with.
(b) The amended articles shall be subscribed in the name of thecooperative corporation by the appropriate officers of the cooperativecorporation, who shall make and annex an affidavit stating that theyhave been authorized to execute and file the amended articles by aresolution duly adopted at a meeting of the cooperative corporationduly called and held as provided in section 9 of this chapter. If byany amendment to the articles of incorporation, the territoryproposed to be served by the cooperative corporation is to beincreased or decreased, the appropriate officers of the cooperativecorporation shall submit to the commission:
(1) an application for a new certificate of territorial authorityunder IC 8-1-32.5-6; or
(2) a notice of change under IC 8-1-32.5-12(7), as allowed bythe commission.
(c) Upon receipt of an application or a notice of change undersubsection (b), the commission shall conduct the review requiredunder IC 8-1-32.5-8. If the applicant is a local cooperativecorporation, the commission shall give written notice of the proposedchange in the corporation's territory to each facilities based localexchange carrier operating in contiguous territory in the mannerprovided in section 5 of this chapter. If the commission, afterconducting the review required by IC 8-1-32.5-8 and any hearingallowed under IC 8-1-32.5-9, determines that the amended articlesand the application or notice of change under IC 8-1-32.5 areaccurate, complete, and properly verified, the commission shall:
(1) issue a new or amended certificate under IC 8-1-32.5 thatreflects the increase or decrease in the territory served by thecorporation; and
(2) enter an order approving the amended articles of thecooperative corporation.
(d) If the commission, after conducting the review required byIC 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 ofchange under IC 8-1-32.5 are inaccurate, incomplete, or not properlyverified, 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 ofchange 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 beserved by a cooperative corporation shall not be filed in the office ofthe secretary of state or of any county recorder unless there isattached to the amendment a certified copy of an order of the
commission under subsection (c)(2). The amended articles shall befiled in the same places as the original articles of incorporation andupon 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 maychange the location of its principal office by filing in the office of thesecretary of state a certificate reciting the change of principal officeand setting forth the resolution by its board of directors authorizingthe change and stating the time and place of its adoption. Thecertificate shall be executed and acknowledged by the appropriateofficers of the cooperative corporation with the corporate sealattached and attested by the appropriate officer of the cooperativecorporation. The cooperative corporation shall also notify thecommission 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; relinquishmentof certificate of territorial authority; disposition of assets
Sec. 25. (a) Any cooperative corporation may dissolve by filingin the office of the secretary of state articles of dissolution entitledand endorsed "Articles of Dissolution of __________" (the blankspace 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 thecooperative corporation is a corporation resulting from aconsolidation as provided in this chapter, the names of theoriginal cooperative corporations.
(2) The date of filing of the articles of incorporation in theoffice of secretary of state and, if the cooperative corporation isa corporation resulting from a consolidation as provided in thischapter, the dates on which the articles of incorporation of theoriginal cooperative corporations were filed in the office ofsecretary 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 itsofficers.
The articles shall be subscribed and acknowledged by the appropriateofficers of the cooperative corporation who shall make and annex anaffidavit stating that they have been authorized to execute and filethe articles by a resolution duly adopted by the members of thecooperative corporation at a meeting duly called and held asprovided in section 9 of this chapter. Articles of dissolution or a
certified copy or copies of the articles shall be filed in the sameplaces as original articles of incorporation. If the dissolvingcorporation is a local cooperative corporation, any certificate ofterritorial authority issued under IC 8-1-32.5 shall be relinquished,and the appropriate officers of the corporation shall notify thecommission of the relinquishment under IC 8-1-32.5-12(5).
(b) Upon the filings required by subsection (a), the cooperativecorporation is dissolved. However, the cooperative corporation shallcontinue for the purpose of paying, satisfying, and discharging anyexisting liabilities or obligations and collecting or liquidating itsassets, and doing all other acts required to adjust and wind up itsbusiness affairs, and may sue and be sued in its corporate name. Anyassets remaining after all liabilities and obligations of the cooperativecorporation have been satisfied and discharged shall be refunded prorata to the patrons, their assignees, personal representatives, heirs, orlegatees, who have paid for telephone service rendered by thecooperative corporation within the five (5) year period immediatelypreceding the dissolution. Any assets not refunded within the two (2)year period after the dissolution is completed shall pass to andbecome 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 ofterritorial authority; review by commission; admission to dobusiness in Indiana
Sec. 26. (a) Any foreign corporation organized as a nonprofitcorporation for the purpose of making telephone service available tothe inhabitants of rural areas may be admitted to do business inIndiana and shall have the same powers, restrictions, and liabilitiesas a cooperative corporation organized under this chapter. Whenevera foreign corporation desires to be admitted to operate in Indiana, itshall file with the commission an application for a certificate ofterritorial authority under IC 8-1-32.5. The appropriate officers of thecorporation shall attach to the application a copy of the articles ofincorporation of the foreign corporation, and all amendments to thearticles, duly authenticated by the proper officer of the state in whichthe corporation is incorporated. Upon receipt of the application andthe articles of incorporation, the commission shall conduct thereview required under IC 8-1-32.5-8. The commission shall givewritten notice of the filing of the application to each facilities basedlocal exchange carrier operating in contiguous territory in the mannerprovided in section 5 of this chapter.
(b) If the commission, after conducting the review required byIC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,determines that the foreign corporation meets the requirements forthe 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 ofthe foreign corporation in Indiana and shall attach a copy of theorder, duly certified by the secretary of the commission, to eachoriginal application filed with the commission and deliver theapplications and orders to the petitioner.
(c) If the commission, after conducting the review required byIC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9,determines that the foreign corporation does not meet therequirements for the issuance of a certificate of territorial authorityunder IC 8-1-32.5, the commission shall:
(1) request the foreign corporation to provide additionalinformation; or
(2) notify the foreign corporation of the foreign corporation'sright 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 authorityunder subsection (b), the foreign corporation shall present to thesecretary of state all sets of authenticated copies of its articles ofincorporation, the original applications under IC 8-1-32.5, and theorder of the commission under subsection (b), together with anyapplication for admission to do business in Indiana that the secretaryof state may require, and shall tender to the secretary of state sixdollars and fifty cents ($6.50) to cover the secretary of state's feesunder this subsection. If the secretary of state approves thedocuments submitted, the secretary of state shall endorse thesecretary of state's approval upon each of the documents, file one (1)copy in the secretary of state's office, return the remaining copies tothe foreign corporation, and issue to the foreign corporation acertificate of admission to do business in Indiana. Before the foreigncorporation may do any business in Indiana, it shall file in the officeof the recorder of each county in Indiana in which it will maketelephone service available one (1) set of the documents bearing theapproval 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 powersunder IC 23-17 shall apply to cooperative corporations organizedunder this chapter, except where such provisions are in conflict orinconsistent 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 theenumeration of any object, purpose, power, manner, method, or thingshall 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 liableor responsible for its debts or liabilities.
(Formerly: Acts 1951, c.193, s.31.)