State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter20

CHAPTER 20 - WYOMING COOPERATIVE UTILITIES ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-20-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Cooperative UtilitiesAct".

 

17-20-102. Applicability.

 

Thisact shall apply to cooperative utilities.

 

17-20-103. Application of the Wyoming Nonprofit Corporation Act.

 

Eachcooperative utility shall be governed by the provisions of the WyomingNonprofit Corporation Act, W.S. 17-19-101 through 17-19-1807, except insofar asthey may be inconsistent with the provisions of this act.

 

17-20-104. Securities Act exemption.

 

Theprovisions of chapter 4 of title 17 of the Wyoming statutes shall not apply toany note, bond or other evidence of indebtedness issued by any cooperativeutility to the United States or any agency or any instrumentality thereof, toany mortgage or deed of trust executed to secure the same, or to the issuanceof membership certificates or proxies by a cooperative utility.

 

17-20-140. General definitions.

 

 

(a) As used in this act:

 

(i) "Cooperative utility" means a corporationorganized under any law of this state or under the law of any otherjurisdiction, for a purpose other than the conduct of business for profit andincludes, but is not limited to, corporations organized to own, operate andmaintain electric, telephone and television distribution systems primarily toits members;

 

(ii) "Patronage capital contributions" means all fundsreceived and receivable from members from the furnishing of cooperative utilityservices in excess of operating costs and expenses properly chargeable againstthe furnishing of cooperative utility services;

 

(iii) "This act" means W.S. 17-20-101 through17-20-1801.

 

ARTICLE 2 - ORGANIZATION

 

17-20-201. Reserved.

 

17-20-202. Articles of incorporation.

 

 

(a) In addition to the requirements set forth in W.S.17-19-202, each corporation organized under this act shall state, in itsarticles, that it is a cooperative utility.

 

(b) Each corporation incorporating under this act shall beconsidered a mutual benefit corporation and shall be subject to provisionsgoverning mutual benefit corporations found in the Wyoming NonprofitCorporation Act, except as provided in this act.

 

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

 

17-20-601. Admission.

 

 

(a) No person who is not an incorporator shall become a memberof a cooperative utility unless the person agrees to use the services furnishedby the cooperative utility on a continuing basis when such services shall beavailable through its facilities. The bylaws may provide that any person,including an incorporator, shall cease to be [a] member of the cooperative utilityif the member fails or refuses to use the services made available by thecooperative utility, or if services are not made available to the member by thecooperative utility within the specified time after the person has become amember.

 

(b) The bylaws may prescribe additional qualifications andlimitations in respect to membership.

 

17-20-602. Reserved.

 

17-20-603. Requirement of members.

 

Acooperative utility is required to have members.

 

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

 

17-20-720. Reserved.

 

17-20-721. Reserved.

 

17-20-722. Quorum requirements.

 

Exceptfor member votes on mergers, consolidations, sale or disposition of assets, anddissolutions, ten percent (10%) of all members of the cooperative utilitypresent in person or by proxy or one hundred (100) members present in person,whichever is fewer, shall constitute a quorum for the transaction of businessat all meetings of the members. If less than a quorum is present at anymeeting, a majority of those present in person shall adjourn the meeting, butmay reschedule the meeting with further notice.

 

17-20-723. Reserved.

 

17-20-724. Reserved.

 

17-20-725. Reserved.

 

17-20-726. Reserved.

 

17-20-727. Reserved.

 

17-20-728. Election of directors.

 

Thebylaws may provide that the territory in which a cooperative utility suppliesservice to its members shall be divided into two (2) or more directordistricts, and in respect to each such director district shall describe theboundaries thereof and designate the number of directors that shall be electedby the members residing therein.

 

ARTICLE 11 - MERGER AND CONSOLIDATION

 

17-20-1101. Reserved.

 

17-20-1102. Reserved.

 

17-20-1103. Merger of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1103(c) require a greater vote, a plan of mergerinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the mergingcooperative utilities.

 

17-20-1104. Reserved.

 

17-20-1105. Reserved.

 

17-20-1106. Merger with entity other than a cooperative utility.

 

 

(a) A cooperative utility may merge with any entity if:

 

(i) The merger is permitted by the law of the state or countryunder whose law the entity is organized and existing and each entity complieswith that law in effecting the merger;

 

(ii) The entity complies with W.S. 17-19-1104 if it is the survivingcorporation or entity;

 

(iii) The merger is approved by the affirmative vote of not lessthan two-thirds (2/3) of all of the members of the cooperative utility; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

17-20-1110. Reserved.

 

17-20-1111. Reserved.

 

17-20-1112. Consolidation of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidationinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the consolidatingcooperative utilities.

 

17-20-1113. Reserved.

 

17-20-1114. Reserved.

 

17-20-1115. Consolidation with entity other than a cooperative utility.

 

 

(a) A cooperative utility may consolidate with any entity if:

 

(i) The consolidation is permitted by the law of the state orcountry under whose law the entity is organized and existing and each entitycomplies with that law in effecting the consolidation;

 

(ii) The entity complies with 17-19-1113 if it is the newcorporation or entity;

 

(iii) The consolidation is approved by the affirmative vote ofnot less than two-thirds (2/3) of all of the members of the cooperativeutilities; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

ARTICLE 12 - SALE OR ENCUMBRANCE OF ASSETS

 

17-20-1201. Sale or disposition of assets of a cooperative utility.

 

 

(a) A cooperative utility shall not sell, lease or otherwisedispose of all or any substantial portion of its property, when the action isnot in the regular course of activities, except as provided in this section.

 

(b) Before a meeting is held to vote on approval of dispositionof all or a substantial portion of cooperative utility property, the board ofdirectors shall:

 

(i) Have the proposed disposition analyzed with respect to theeffect on rates for utility services and the equity position of members. Theanalyses shall be performed by at least two (2) independent analysts withexperience in utility rate setting and valuation of utility property;

 

(ii) Notify all cooperative utility members, at least ninety(90) days in advance, of a meeting to vote on disposition of cooperativeutility property, enclosing a summary of the proposals for disposition of theproperty with the notice, and make available to any member the full proposalfor inspection and copying at the principal office of the cooperative utility;and

 

(iii) The cooperative utility shall mail to all members of thecooperative utility a summary of any alternate purchase proposals that havebeen submitted within thirty (30) days of the meeting date, and make availableto any member the full proposal for inspection and copying at the principaloffice of the cooperative utility.

 

(c) A two-thirds (2/3) affirmative vote of all the members ofthe cooperative utility is required for any sale or disposition under thisarticle.

 

(d) This section is subject to the contractual obligations ofthe cooperative utility with power suppliers and other third parties.

 

17-20-1202. Mortgage or encumbrance of assets of a cooperative utility.

 

 

(a) The board of directors, without authorization by themembers, shall have full power and authority:

 

(i) To borrow monies from any source and in such amounts as theboard may from time to time determine; and

 

(ii) To mortgage or otherwise pledge or encumber any or all ofthe cooperative utility's properties or assets as security therefor.

 

ARTICLE 13 - DISTRIBUTIONS TO MEMBERS

 

17-20-1301. Patronage capital contributions, allocations and refunds.

 

 

(a) Cooperative utilities organized under this act may makedistributions to members in the form of patronage capital contributions,allocations and refunds. The bylaws shall provide for patronage capitalcontributions, allocations and refunds. Refunds may be made only at thediscretion of the board of directors.

 

(b) Any patronage capital that has been retired, returned,refunded or tendered to a member of a cooperative that has remained unclaimedby the person appearing on the records of the cooperative entitled thereto formore than two (2) years, shall be determined to be unclaimed. Notwithstandingany other provision of law, including provisions pertaining to unclaimedproperty, unclaimed patronage capital shall be used by the cooperative for thebenefit of the general membership of the cooperative.

 

ARTICLE 14 - DISSOLUTION

 

17-20-1401. Reserved.

 

17-20-1402. Dissolution by directors, members and third persons.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1402(c) require a greater vote, dissolution isauthorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) andby the affirmative vote of not less than two-thirds (2/3) of all of the membersof the cooperative utility.

 

ARTICLE 18 - TRANSITION PROVISIONS

 

17-20-1801. Application.

 

Thisact applies to all cooperative utilities, including rural electricassociations, whether formed before the effective date of this act or not.

 

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter20

CHAPTER 20 - WYOMING COOPERATIVE UTILITIES ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-20-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Cooperative UtilitiesAct".

 

17-20-102. Applicability.

 

Thisact shall apply to cooperative utilities.

 

17-20-103. Application of the Wyoming Nonprofit Corporation Act.

 

Eachcooperative utility shall be governed by the provisions of the WyomingNonprofit Corporation Act, W.S. 17-19-101 through 17-19-1807, except insofar asthey may be inconsistent with the provisions of this act.

 

17-20-104. Securities Act exemption.

 

Theprovisions of chapter 4 of title 17 of the Wyoming statutes shall not apply toany note, bond or other evidence of indebtedness issued by any cooperativeutility to the United States or any agency or any instrumentality thereof, toany mortgage or deed of trust executed to secure the same, or to the issuanceof membership certificates or proxies by a cooperative utility.

 

17-20-140. General definitions.

 

 

(a) As used in this act:

 

(i) "Cooperative utility" means a corporationorganized under any law of this state or under the law of any otherjurisdiction, for a purpose other than the conduct of business for profit andincludes, but is not limited to, corporations organized to own, operate andmaintain electric, telephone and television distribution systems primarily toits members;

 

(ii) "Patronage capital contributions" means all fundsreceived and receivable from members from the furnishing of cooperative utilityservices in excess of operating costs and expenses properly chargeable againstthe furnishing of cooperative utility services;

 

(iii) "This act" means W.S. 17-20-101 through17-20-1801.

 

ARTICLE 2 - ORGANIZATION

 

17-20-201. Reserved.

 

17-20-202. Articles of incorporation.

 

 

(a) In addition to the requirements set forth in W.S.17-19-202, each corporation organized under this act shall state, in itsarticles, that it is a cooperative utility.

 

(b) Each corporation incorporating under this act shall beconsidered a mutual benefit corporation and shall be subject to provisionsgoverning mutual benefit corporations found in the Wyoming NonprofitCorporation Act, except as provided in this act.

 

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

 

17-20-601. Admission.

 

 

(a) No person who is not an incorporator shall become a memberof a cooperative utility unless the person agrees to use the services furnishedby the cooperative utility on a continuing basis when such services shall beavailable through its facilities. The bylaws may provide that any person,including an incorporator, shall cease to be [a] member of the cooperative utilityif the member fails or refuses to use the services made available by thecooperative utility, or if services are not made available to the member by thecooperative utility within the specified time after the person has become amember.

 

(b) The bylaws may prescribe additional qualifications andlimitations in respect to membership.

 

17-20-602. Reserved.

 

17-20-603. Requirement of members.

 

Acooperative utility is required to have members.

 

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

 

17-20-720. Reserved.

 

17-20-721. Reserved.

 

17-20-722. Quorum requirements.

 

Exceptfor member votes on mergers, consolidations, sale or disposition of assets, anddissolutions, ten percent (10%) of all members of the cooperative utilitypresent in person or by proxy or one hundred (100) members present in person,whichever is fewer, shall constitute a quorum for the transaction of businessat all meetings of the members. If less than a quorum is present at anymeeting, a majority of those present in person shall adjourn the meeting, butmay reschedule the meeting with further notice.

 

17-20-723. Reserved.

 

17-20-724. Reserved.

 

17-20-725. Reserved.

 

17-20-726. Reserved.

 

17-20-727. Reserved.

 

17-20-728. Election of directors.

 

Thebylaws may provide that the territory in which a cooperative utility suppliesservice to its members shall be divided into two (2) or more directordistricts, and in respect to each such director district shall describe theboundaries thereof and designate the number of directors that shall be electedby the members residing therein.

 

ARTICLE 11 - MERGER AND CONSOLIDATION

 

17-20-1101. Reserved.

 

17-20-1102. Reserved.

 

17-20-1103. Merger of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1103(c) require a greater vote, a plan of mergerinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the mergingcooperative utilities.

 

17-20-1104. Reserved.

 

17-20-1105. Reserved.

 

17-20-1106. Merger with entity other than a cooperative utility.

 

 

(a) A cooperative utility may merge with any entity if:

 

(i) The merger is permitted by the law of the state or countryunder whose law the entity is organized and existing and each entity complieswith that law in effecting the merger;

 

(ii) The entity complies with W.S. 17-19-1104 if it is the survivingcorporation or entity;

 

(iii) The merger is approved by the affirmative vote of not lessthan two-thirds (2/3) of all of the members of the cooperative utility; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

17-20-1110. Reserved.

 

17-20-1111. Reserved.

 

17-20-1112. Consolidation of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidationinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the consolidatingcooperative utilities.

 

17-20-1113. Reserved.

 

17-20-1114. Reserved.

 

17-20-1115. Consolidation with entity other than a cooperative utility.

 

 

(a) A cooperative utility may consolidate with any entity if:

 

(i) The consolidation is permitted by the law of the state orcountry under whose law the entity is organized and existing and each entitycomplies with that law in effecting the consolidation;

 

(ii) The entity complies with 17-19-1113 if it is the newcorporation or entity;

 

(iii) The consolidation is approved by the affirmative vote ofnot less than two-thirds (2/3) of all of the members of the cooperativeutilities; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

ARTICLE 12 - SALE OR ENCUMBRANCE OF ASSETS

 

17-20-1201. Sale or disposition of assets of a cooperative utility.

 

 

(a) A cooperative utility shall not sell, lease or otherwisedispose of all or any substantial portion of its property, when the action isnot in the regular course of activities, except as provided in this section.

 

(b) Before a meeting is held to vote on approval of dispositionof all or a substantial portion of cooperative utility property, the board ofdirectors shall:

 

(i) Have the proposed disposition analyzed with respect to theeffect on rates for utility services and the equity position of members. Theanalyses shall be performed by at least two (2) independent analysts withexperience in utility rate setting and valuation of utility property;

 

(ii) Notify all cooperative utility members, at least ninety(90) days in advance, of a meeting to vote on disposition of cooperativeutility property, enclosing a summary of the proposals for disposition of theproperty with the notice, and make available to any member the full proposalfor inspection and copying at the principal office of the cooperative utility;and

 

(iii) The cooperative utility shall mail to all members of thecooperative utility a summary of any alternate purchase proposals that havebeen submitted within thirty (30) days of the meeting date, and make availableto any member the full proposal for inspection and copying at the principaloffice of the cooperative utility.

 

(c) A two-thirds (2/3) affirmative vote of all the members ofthe cooperative utility is required for any sale or disposition under thisarticle.

 

(d) This section is subject to the contractual obligations ofthe cooperative utility with power suppliers and other third parties.

 

17-20-1202. Mortgage or encumbrance of assets of a cooperative utility.

 

 

(a) The board of directors, without authorization by themembers, shall have full power and authority:

 

(i) To borrow monies from any source and in such amounts as theboard may from time to time determine; and

 

(ii) To mortgage or otherwise pledge or encumber any or all ofthe cooperative utility's properties or assets as security therefor.

 

ARTICLE 13 - DISTRIBUTIONS TO MEMBERS

 

17-20-1301. Patronage capital contributions, allocations and refunds.

 

 

(a) Cooperative utilities organized under this act may makedistributions to members in the form of patronage capital contributions,allocations and refunds. The bylaws shall provide for patronage capitalcontributions, allocations and refunds. Refunds may be made only at thediscretion of the board of directors.

 

(b) Any patronage capital that has been retired, returned,refunded or tendered to a member of a cooperative that has remained unclaimedby the person appearing on the records of the cooperative entitled thereto formore than two (2) years, shall be determined to be unclaimed. Notwithstandingany other provision of law, including provisions pertaining to unclaimedproperty, unclaimed patronage capital shall be used by the cooperative for thebenefit of the general membership of the cooperative.

 

ARTICLE 14 - DISSOLUTION

 

17-20-1401. Reserved.

 

17-20-1402. Dissolution by directors, members and third persons.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1402(c) require a greater vote, dissolution isauthorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) andby the affirmative vote of not less than two-thirds (2/3) of all of the membersof the cooperative utility.

 

ARTICLE 18 - TRANSITION PROVISIONS

 

17-20-1801. Application.

 

Thisact applies to all cooperative utilities, including rural electricassociations, whether formed before the effective date of this act or not.

 


State Codes and Statutes

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter20

CHAPTER 20 - WYOMING COOPERATIVE UTILITIES ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-20-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Cooperative UtilitiesAct".

 

17-20-102. Applicability.

 

Thisact shall apply to cooperative utilities.

 

17-20-103. Application of the Wyoming Nonprofit Corporation Act.

 

Eachcooperative utility shall be governed by the provisions of the WyomingNonprofit Corporation Act, W.S. 17-19-101 through 17-19-1807, except insofar asthey may be inconsistent with the provisions of this act.

 

17-20-104. Securities Act exemption.

 

Theprovisions of chapter 4 of title 17 of the Wyoming statutes shall not apply toany note, bond or other evidence of indebtedness issued by any cooperativeutility to the United States or any agency or any instrumentality thereof, toany mortgage or deed of trust executed to secure the same, or to the issuanceof membership certificates or proxies by a cooperative utility.

 

17-20-140. General definitions.

 

 

(a) As used in this act:

 

(i) "Cooperative utility" means a corporationorganized under any law of this state or under the law of any otherjurisdiction, for a purpose other than the conduct of business for profit andincludes, but is not limited to, corporations organized to own, operate andmaintain electric, telephone and television distribution systems primarily toits members;

 

(ii) "Patronage capital contributions" means all fundsreceived and receivable from members from the furnishing of cooperative utilityservices in excess of operating costs and expenses properly chargeable againstthe furnishing of cooperative utility services;

 

(iii) "This act" means W.S. 17-20-101 through17-20-1801.

 

ARTICLE 2 - ORGANIZATION

 

17-20-201. Reserved.

 

17-20-202. Articles of incorporation.

 

 

(a) In addition to the requirements set forth in W.S.17-19-202, each corporation organized under this act shall state, in itsarticles, that it is a cooperative utility.

 

(b) Each corporation incorporating under this act shall beconsidered a mutual benefit corporation and shall be subject to provisionsgoverning mutual benefit corporations found in the Wyoming NonprofitCorporation Act, except as provided in this act.

 

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

 

17-20-601. Admission.

 

 

(a) No person who is not an incorporator shall become a memberof a cooperative utility unless the person agrees to use the services furnishedby the cooperative utility on a continuing basis when such services shall beavailable through its facilities. The bylaws may provide that any person,including an incorporator, shall cease to be [a] member of the cooperative utilityif the member fails or refuses to use the services made available by thecooperative utility, or if services are not made available to the member by thecooperative utility within the specified time after the person has become amember.

 

(b) The bylaws may prescribe additional qualifications andlimitations in respect to membership.

 

17-20-602. Reserved.

 

17-20-603. Requirement of members.

 

Acooperative utility is required to have members.

 

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

 

17-20-720. Reserved.

 

17-20-721. Reserved.

 

17-20-722. Quorum requirements.

 

Exceptfor member votes on mergers, consolidations, sale or disposition of assets, anddissolutions, ten percent (10%) of all members of the cooperative utilitypresent in person or by proxy or one hundred (100) members present in person,whichever is fewer, shall constitute a quorum for the transaction of businessat all meetings of the members. If less than a quorum is present at anymeeting, a majority of those present in person shall adjourn the meeting, butmay reschedule the meeting with further notice.

 

17-20-723. Reserved.

 

17-20-724. Reserved.

 

17-20-725. Reserved.

 

17-20-726. Reserved.

 

17-20-727. Reserved.

 

17-20-728. Election of directors.

 

Thebylaws may provide that the territory in which a cooperative utility suppliesservice to its members shall be divided into two (2) or more directordistricts, and in respect to each such director district shall describe theboundaries thereof and designate the number of directors that shall be electedby the members residing therein.

 

ARTICLE 11 - MERGER AND CONSOLIDATION

 

17-20-1101. Reserved.

 

17-20-1102. Reserved.

 

17-20-1103. Merger of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1103(c) require a greater vote, a plan of mergerinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the mergingcooperative utilities.

 

17-20-1104. Reserved.

 

17-20-1105. Reserved.

 

17-20-1106. Merger with entity other than a cooperative utility.

 

 

(a) A cooperative utility may merge with any entity if:

 

(i) The merger is permitted by the law of the state or countryunder whose law the entity is organized and existing and each entity complieswith that law in effecting the merger;

 

(ii) The entity complies with W.S. 17-19-1104 if it is the survivingcorporation or entity;

 

(iii) The merger is approved by the affirmative vote of not lessthan two-thirds (2/3) of all of the members of the cooperative utility; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

17-20-1110. Reserved.

 

17-20-1111. Reserved.

 

17-20-1112. Consolidation of 2 or more cooperative utilities.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidationinvolving two (2) or more cooperative utilities to be adopted shall be approvedas provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote ofnot less than a majority of all of the members of each of the consolidatingcooperative utilities.

 

17-20-1113. Reserved.

 

17-20-1114. Reserved.

 

17-20-1115. Consolidation with entity other than a cooperative utility.

 

 

(a) A cooperative utility may consolidate with any entity if:

 

(i) The consolidation is permitted by the law of the state orcountry under whose law the entity is organized and existing and each entitycomplies with that law in effecting the consolidation;

 

(ii) The entity complies with 17-19-1113 if it is the newcorporation or entity;

 

(iii) The consolidation is approved by the affirmative vote ofnot less than two-thirds (2/3) of all of the members of the cooperativeutilities; and

 

(iv) The provisions in W.S. 17-20-1201 are met.

 

ARTICLE 12 - SALE OR ENCUMBRANCE OF ASSETS

 

17-20-1201. Sale or disposition of assets of a cooperative utility.

 

 

(a) A cooperative utility shall not sell, lease or otherwisedispose of all or any substantial portion of its property, when the action isnot in the regular course of activities, except as provided in this section.

 

(b) Before a meeting is held to vote on approval of dispositionof all or a substantial portion of cooperative utility property, the board ofdirectors shall:

 

(i) Have the proposed disposition analyzed with respect to theeffect on rates for utility services and the equity position of members. Theanalyses shall be performed by at least two (2) independent analysts withexperience in utility rate setting and valuation of utility property;

 

(ii) Notify all cooperative utility members, at least ninety(90) days in advance, of a meeting to vote on disposition of cooperativeutility property, enclosing a summary of the proposals for disposition of theproperty with the notice, and make available to any member the full proposalfor inspection and copying at the principal office of the cooperative utility;and

 

(iii) The cooperative utility shall mail to all members of thecooperative utility a summary of any alternate purchase proposals that havebeen submitted within thirty (30) days of the meeting date, and make availableto any member the full proposal for inspection and copying at the principaloffice of the cooperative utility.

 

(c) A two-thirds (2/3) affirmative vote of all the members ofthe cooperative utility is required for any sale or disposition under thisarticle.

 

(d) This section is subject to the contractual obligations ofthe cooperative utility with power suppliers and other third parties.

 

17-20-1202. Mortgage or encumbrance of assets of a cooperative utility.

 

 

(a) The board of directors, without authorization by themembers, shall have full power and authority:

 

(i) To borrow monies from any source and in such amounts as theboard may from time to time determine; and

 

(ii) To mortgage or otherwise pledge or encumber any or all ofthe cooperative utility's properties or assets as security therefor.

 

ARTICLE 13 - DISTRIBUTIONS TO MEMBERS

 

17-20-1301. Patronage capital contributions, allocations and refunds.

 

 

(a) Cooperative utilities organized under this act may makedistributions to members in the form of patronage capital contributions,allocations and refunds. The bylaws shall provide for patronage capitalcontributions, allocations and refunds. Refunds may be made only at thediscretion of the board of directors.

 

(b) Any patronage capital that has been retired, returned,refunded or tendered to a member of a cooperative that has remained unclaimedby the person appearing on the records of the cooperative entitled thereto formore than two (2) years, shall be determined to be unclaimed. Notwithstandingany other provision of law, including provisions pertaining to unclaimedproperty, unclaimed patronage capital shall be used by the cooperative for thebenefit of the general membership of the cooperative.

 

ARTICLE 14 - DISSOLUTION

 

17-20-1401. Reserved.

 

17-20-1402. Dissolution by directors, members and third persons.

 

Unlessthis act, the articles, bylaws or the board of directors or members, actingpursuant to W.S. 17-19-1402(c) require a greater vote, dissolution isauthorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) andby the affirmative vote of not less than two-thirds (2/3) of all of the membersof the cooperative utility.

 

ARTICLE 18 - TRANSITION PROVISIONS

 

17-20-1801. Application.

 

Thisact applies to all cooperative utilities, including rural electricassociations, whether formed before the effective date of this act or not.

 

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