CHAPTER 161. ELECTRIC COOPERATIVE CORPORATIONS

State Codes and Statutes

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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.

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.

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.

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.

(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.

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.

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.

(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.

(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.

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.

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.

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.

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.

$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.

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.

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.

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.

State Codes and Statutes

State Codes and Statutes

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