ML20039B726
| ML20039B726 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 12/15/1981 |
| From: | Merrill D PUBLIC SERVICE CO. OF NEW HAMPSHIRE |
| To: | Office of Nuclear Reactor Regulation |
| Shared Package | |
| ML20039B721 | List: |
| References | |
| NUDOCS 8112230484 | |
| Download: ML20039B726 (33) | |
Text
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1 A
rAll I PUBLIC SERVICE l l, Companyof NewH._.yse December 15, 1981 United States Nuclear Regulatory Commission Directorate of Licensing Office of Regulation Washington, D. C. 20045 Attention: Director Re: Supplement No. 1 to Amendment 42 to License Application Dated March 30, 1973 (Docket Nos.
50-443 & 50-444) and Request for Partial Transfer of Construction Permits Nos. CPPR-135 and CPPR-136 Gentlemen:
Pursuant to the Atomic Energy Act of 1954, as amended, _;
and the Commission's Rules and Regulations thereunder, Public Service Company .f New Hampshire ("PSCo"), on behalf of itself and the other licensees named in the above Construction Permits,
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hereby supplements Amendment No. 42 to the above License Appli-cation as filed on May 13, 1981, and, pursuant to 10 CFR S 50.80, requests Commission approval of the additional partial transfer described below of the above Construction Permits as
- heretofore amended. In support hereof, the Applicants supply the following information:
A. Recuested Mcdifications of Construction Permits
- 1. The transfer by The Connecticut Light and Power Company ("CL&P") of a portion, namely a 0.08261%
8112230484 81121"S' .
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~h Ownership Share, out of its Ownership Share to Washington Electric Cooperative, Inc. ("WEC"),
which is a new participant.
B. Supoorting Material In support of this request for partial transfer, the Appli-cants submit that the Agreement for Joint Ounership, Construction and Operation of New Hampshire Units, dated May 1, 1973 (initially filed in License Application, Amendment 14--the " Joint Ownership Agreement"), provides in Paragraph 23 that "any Participant may at any time sell all or any portion of its Ownership Share" upon certain conditions.
CL&P and WEC have entered into an Agreement to Transfer Ownership Share, dated as of July 22, 1981, providing for the purchase by WEC from CL&P of a fractional interest in the Seabrook Project. A copy of the Agreenent is hereinafter included as Exhibit 3 In further support of the request for partial transfer, the following information is supplied herewith:
Twenty-five copies of additional information with respect to WEC, describing it and demonstrating its financial qualifications to assume this Ownership Share in the Un.as, including inter alia:
(1) WEC's Annual Report for 1980. -
(ii) Copy of the Agreement to Transfer Ownership Share.
(iii) Summary of Estimated Capital Costs.
(iv) Estimated Cash Expenditures Forecast.
(v) Financial Statements for 1980 and 1979 t
Also enclosed is an affidavit of the President of WEC showing that WEC's only generating capacity is a 3,209 KW interest in the Vermont Yankee Nuclear Power Station. There-fore, the Applicants submit that, pursuant to 10 CFR 5 50 33a (a)(3) no antitrust review in accordance with Appendix L is required in connection with the proposed transfer.
C. General This supplement and request (three signed originals, under oath, and twenty-two copies) is being submitted by PSCo on be-half of all the current participants in the project. Copies of the Appointment of Agent form authorizing PSCo to act on behalf of WEC are filed herewith.
The transfer herein requested will in no way affect the provisions of the Joint Ownership Agreement, which vest respon-sibility for the operation and control of the project in PSCo,
'the lead participant, nor in any way affect the des'ign of the facility. Accordingly, the transfer does not raise any issues with respect to safeguards against hazards from radioactive materials (10 CFR 50.80(b)) or any alteration of a licensed facility or significant hazards consideration (10 CFR S 50 91).
Pursuant to 10 CFR S 50.80(b), the Applicants confirm their agreement that they will not permit any individual to have access to any Restricted Data until the Civil Service Commission shall have made an investigation and reported to the Nuclear Regulatory Commission on the character, associations and loyalty of such individual and the Nuclear Regulatory Commission shall have determined that permitting such individual to have access to Restricted Data will not endanger the common defense and security.
! t
Pursuant to 10 CFR $ 170.22 and in accordance with the determination made with respect to Amendment No. 39 in the above dockets, Applicants propose that this Amendment No. 42 constitutes a Class III amendment involving a single issue, the fee for which has already been paid.
The Applicants submit that WEC is qualified to be the holder of a 0.08261% Ownership Share in the_Seabrook Project under the Construction Permits and that the transfer would be consistent with applicable provisions of law, regulations and orders of the Commission.
Respectfully submitted, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE By ! [LU D. N. Merrill Executive Vice President L
STATE OF NEW HAMPSHIRE COUNTY OF HILLSBOROUGH Personally appeared before me this 15th day of December, 1981, D. N. Merrill, who, being duly sworn, did state that he is Executive Vice President of Public Service Company of New Hampshire, an applicant herein, that he is duly authorized to execute and file the foregoing supplement and request in the name and on behalf of Public Service Company of New Hampshire, and that the statements in said supplement and request are true to the best of his knowledge and belief.
WA . A -
Notary Pub 1d()
My Commission Expires July 29, 1985 ,
e W END
CERTIFICATE OF SERVICE I, John.A. Ritsher, one of the attorneys for the applicants herein, hereby. certify that on December 16, 1981 I.made service of the within document, excluding Exhibit 2, by mailing copies'thereof, postage pre-paid, first class or airmail, to:
Alan S. Rosenthal, Chairman Ellyn R. Weiss, Esquire
. Atomic Safety and Licensing Appeal Harmon & Weiss Board Suite 506 U.S. Nuclear. Regulatory Commission 1725 I Street, N.W.
Washington,1D.C. 20555 washington, D.C. 20006 Dr. John H. Buck Robert A. Backus, Esquire Atomic Safety and Licensing Appeal P. O. Box 516
' Board 116 Lowell Street U.S. Nuclear Regulatory Commission Manchester, New Hampshire 03105 Washingt on , lD . C . 20555 Stuart K. Becker, Esquire Dr._W. Reed Johnson Maxine I. Lipeles, Esquire Atomic Safety and Licensing Appeal Assistant Attorneys-General Board -
Environmental Protection Division U.S. Nuclear Regulatory Commission Department of the Attorney General Washington, D.C. 20555 Commonwealth of Massachusetts One Ashburton Place - 19th Floor
. Ms. Elizabeth H. Weinhold Boston, Massachusetts 02108 .
3 Godfrey Avenue Hampton, New Hampshire 03842 Roy P. Lessy, J:r. , Esquire
. Office of the Executive Legal Atomic Safety and Licensing Board Director Panel .
U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Washington, D~.C.- 20555
-Washington, D.C. 20555 Office of the Attorney General 208 State House Annex Concord, New Hampshire 03301 4
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/ John A. Ritsher
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W. -
s NASHING' ION EIHHRIC COOPERATIVE, DC.-
SEABROOK UNITS No.1 and No. 2.
Seabrook, New Hanpshire Infomation Furnished Pursuant to 10 C.F.R. 50.33 and 50.33(a) a In Support of a Request to the Nuclear Regulatory Ctanission for Partial Transfer of (bnstruction Pennits 4
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I. S50.33 General Information (a) Nane of Applicant Washirgton Electi-ic Cooperative, Irr. (hereinafter W.E.C.) .
(b) Mdress of Applicant East Montpelier, Vermont 05651 (c) Descriotion of Business of Applicant W.E.C. is an electric cooperative organized pirsuant to 30 V.S.A.
SS3001 - 3042 (attached hereto as Exlubit 1) for the purposes of generatin3, manufacturirg, purchasirg, acquirirg, accumulatire, transnittirg electric energy for distribution, sale and supply to its menbers, goverrinental agencies and political subdivisions.
W.E.C. has approximately 6,000 manbers residire in the Counties of Caledonia, Orleans, Washirgton, and Orarge.
W.E.C.'s annual report for the year <nlirg Deconber 31, 1980, which is filed with the Vermont Public Service Board is attached hereto as Exhibit 2.
'd) Corporate Organization (1) N/A (2) N/A (3) (i) Vennont (ii) 'Ihe nanes and addresses of W.E.C.'s Directors and principal officers are as follows:
Title Nane Mdress Chairman of the Board of Gordon J. Booth R.F.D. #3, Barre, Directors VT 05641 ViccK1 airman of the Board Frcdericik Ladue R.F.D. #2, Montpelier, of Directors VI 05602 7
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.. Title Nee Mdress Treasurer of the Board Donald Welch R.D. II, East of Directors Montpelier, W 05651 Secretary of the Board Eva Morse Calais, W 05038 of Directors Director John Bober Hapshire Hill M.,
Worcester, W 05682 Director Glen D2tton Chelsea, VT 05038 Director *heodore Chase 114 No. Shore M., West Danville, W 05873 Director Frank Sahlman, Sr. West Topshan, W 05086 Director Willian m ite Rte. #1, Bax 63 Northfield, W 05663 General Manager Robert Toanbs P. O. Box 8, East Montpelier, W 05651 (4) N/A (e) Pennits Applicd Ibr W.E.C. hereby applies for anerrinent to the Seabrook Units 1 and 2 Construction Pennit issucIl by the Nuclear Regulatory Cannission to the Public Service Canpany of New Hanpshire. 'Ihe anendment would pennit Connecticut Light & Power Canpany to transfer a 0.08261%-
ownership interest in Seabrook Units No. 1 and 2 to W.E.C.. W.E.C.
is not applying for any other federal licenses, pennits or authorities in connection with its proposed acquisition, except consent of the Vennont Public Service Board pursuant to General Order 45 and 30 V.S.A. S108 as described below in Section (i) . W.E.C. is also applying for anendment of the Millstone Unit No. 3 Construction Pennit issued by the Nuclear Regulatory Otmnission to Northeast Utilities in which W.E.C. seeks to acquira 0.139% ownership interest (1.60 MW) .
I (f) Financial Qualifications W.E.C. intends to obtain requircd furds for financing its purchase of a 0.08261% (appraximately 1.90 MW) joint ownership interest in the Seabrook Units Nos.1 and 2 Project together with its purchase of the above-mentioned Millstone interest through funds loaned to the cooperative by the Rural Electrification Achinis-tration (REA) Federal Financirg Bank. W.E.C. is seeking frcm REA the loans sufficient to cover this cost at approximately 11% to be paid back over tnirty-five (35) years. The terns of the loan agreanent between REA aid W.E.C. will require W.E.C. to charge rates sufficient to pay all costs associatcd with the operation and maintenance of its electric cooperative syston includirg the cost of principal ard interest debt service accrued pursuant to the loan agreanent. The REA loan will be secural by all of the assets of W.E.C.
Plan for Financirg W.E.C. has agreed by contract (attached hereto as Exhibit 3) with Cbnnecticut Light & Power Canpany to purchase a 0.08261% (ap-proximately 1.90 MW) ownership interest in the Seabrook Units Nos.
1 ard 2. In order to finance this pirchase, including construction and contingency costs, the Board of Trustees of W.E.C. have voted to seek REA financing through the Federal Financirg Bank. W.E.C.
has urdertaken the application process to obtain funds fran REA.
In connection with this, W.E.C. has retaincd Southern Engineerirg Canpany of Georgia to corduct a feasibility analysis of joint ownership participation in Millstone Unit No. 3 ard additional participation in Seabrook Units Nos.1 ard 2 as requircd by REA.
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See Exhibit 4 attacha3 hereto. This lengthy analysis, now ocmplete, reocnmerds these purchases by W.E.C.
< 'Ib the extent that interim funding for the construction phase of the Seabrook Units is necessary, W.E.C. will furd frcm operating revenues. Idditioml intennediate term loans may be sought fran the National Rural Utilities Cboperative Finance Corporation.
Sources of Construction Funds Construction funds will be provided by REA as set forth above with respect to W.E.C. 's share of the construction costs. REA will be repaid by W.E.C. as described above. Exhibits 5 and 6 show the ;
estimatM capital costs and cash flow requirenents of W.E.C. 's share of Seabrook Units Nos. 1 and 2.
Financial Statenents An audited financial statanent for W.E.C. is attached hereto as Exhibit 7.
(g) N/A (h) N/A i
(i) Regulatory Igencies and Publications Regulatory Igencies Financing by W.E.C. is subject to regulation by the Vermont Public Service Board. By letter dated August 14, 1981, attached hereto as Exhibit 8, W.E.C. notified the Vennont Public Service Board pursuant to Vernont Public Service Board General Order 45, attached hereto as Exhibit 9, of its intention to acquire an interest in Seabrook Units Nos.1 and
- 2. The Vermont Public Service Board has schcduled hearings in
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this matter for Novmber or Whar 1981. W.E.C. is seeking the pemission of the Vemont Public Service Board pursuant to 30 V.S.A. 5108 to finance its interest in Seabrook Units 1 and 2. 'Ihc 30ard of Trustees of W.E.C.
has final approval of the btx3ge*, projected expnses and revenues and establishes electric rates te ba chargod its mimbers as subject to regulation by the Vernont Public Service Board pursuant to Title 30 of Vermont Statutes Annotatal.
Publications The following p2blications are used by W.E.C. for official notifications and/or are otherwise appropriate for notices reganiinJ Seabrook Units Nos.1 and 2 generating units:
'Ihe Barre Times Argus 540 North Main St.
Barre, VI 05641 Washirgton Electric Coop Q1rrents East Montpelier, Vemont 05651 (j) N/A II. 550.33(a) Information Requested by the Attorney General W.E.C. does not own any other generatirg capacity cKcept for 3,209 KW interest in Vermont Yankee, Vernon, Vemont. W.E.C. is also negotiating t
for the acquisition of a 0.139% (1.6 MW) interest in the Millstone Unit No.
3 in Waterford, Connecticut.
n -
' EX11IBIT 1 p
i
- J i
l
' impter SI. Elect vie Coopwt!ives loN l
l 3001. De0nitions.
g 3002. Powers.
i 3003. Name.
3004 Organization, members.
005. Articles of incorporation, contents.
' j
,3006. Ily-laws.
- 07. Members. quali6 cations. l 003. Meetings. l 009. -Notice of meeting.
' 010. -Members necessary for quorum.
- 11. -Vo ting.
?
- 12. Notice, waiver.
l 13. Trustees, qualifications.
j
- 14. -Election and term of office.
' 15. -Election of successors, quorum.
- 16. Districts.
017. 0$cers, duties.
- 18. Amendment of articles.
l ' 9. Location of office. %
Consolidation. ]
l ;
,. Merger, requirements. '
-Effect. 7
-Transfer of rights and liabilities.
-Responsibilities for liabilities transferred. ,
, '-Creditors' rights not impaired by merger.
' Private corporation, change.
Dissolution.-. Cooperative ni>t commencing business. 3 i-Corporation commencing busmess.
Papers filed. -
' enues, use of. * '
rtgage.
' perative may mortgage, when. J:
Personal liability. I.i .
i, Mortgages, filing.
6 Safety standards. .
(4 Acknowledgments, members authorized.
Foreign companies, service of process.
_~, Fees.
-~
IIl
=M:
l I
Pt*BLIC SERVICE Ch.-t T.30 } 3001 3
3039. Pubhc service board, jurisdiction 3010. Service and rates.
3041. Securities act.
3042. Annual reports.
Hisvony
)
' Tables of renumbered sections. For tables showing disportion - - -
sections of this chapter, see t.ib'es set out at end of Title di ]
l j 3001. Definitions As used in this chapter, unless the context otherwise c.. :e. s l J
the following words shall have the following meanings-
" Cooperative," a corporation organized under this cha;m ,
which becomes subject to this chapter in the manner herem# -r '
provided;
" Person," a natural person, firm, association, corporatie,,. i m-I ness trust, partnership, federal agency, state or political .sul !.1 .=
or agency thereof, or a body politic.
l Histony V.S. 1347, 1 9772. 1947, No. 202 ! 9904 191:' No [
Source.
Short titic. V.S.1947, j 9771 derived from 1943. Nm i l':
,, me l
' this chapter may be known as the " Electric Cooperative Act Separability. V.S.1947, s 9813, derived from 1943. No. I 16, i a separability provision applicable to this chapter.
i 8 3002. Powers l A cooperative shall have power:
(1) To sue and be sued in its corporate name; (2) To have perpetual existence; (3) To adopt a corporate seal and alter the same ;
(4) To generate, manut'acture, purchase, acquire, accum and transmit electric energy; and to distribute, sell supply dispose of electric energy to its members, to governmental a and political subdivisions, provided, however, that furnishi a cooperative of electric cold storage or processing plant shall not be deemed to be distributing, selling, supplying posing of electric energy; providing further, that in the ge of electric energy by water power, a cooperative shall comply the provisions of sections 701-718 of Title 10, relating construction and maintenance of dams; provided further, ever, that a cooperative shall not distribute. sell. supply or of electric energy to any person or premises receiving and:
central station electric service on March 26,1913, without 14 2 5
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t ELECTRIC COOPERATIVES T.30 9 300'.:
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- of the person supplying such central station electric service, l buildings situated less than one mile, which distance sha!! be J i
_ ted on the most direct line, from the electric distribution l ne l nearest such buildings and constructed and operated prior I
,'e above named date, except with the consent of the person ting such electric distribution line or with the consent of the
! service board; provided further that. if any owner or occu-f of such buildings shall make written demand for electiic r
to such buildings from the person operating such electric l bution line, such person shall forthwith supply electric service
! i' buildings at rates and charges no greater than the rates a
ges demanded by a cooperative for electric service to such l
- and provided also that, in the event of the neglect or l i of the person operating such electric distribution line to
- l electric service pursuant to this subsection, the public i
. : board shall forthwith approve cooperative service to such
, unless such neglect or refusal to furnish such service l
to governmental restrictions upon or prohibitions of the l
" materials required for furnishing such service, in which L.
e person operating such aistribution line shalf not .
to furnish such sers.ce until such restrictions or prohib:-
removed;
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assist persons to whom electric energy is or will be sup- l e cooperative in wiring their premises and in acquiring !
l g electrictl and plumbing appliances, equipment, fix-paratus by the financing thereof or otherwise, and in !
_ erewith to wire or cause to be wired, such premises
, acquire, lease as lessor or lessee, sell, distribute, !
'such electric and plumbing appliances, equip- !
?and apparatus; l
't persons to whom electric energy is or will be sup-Ecooperative in constructing, equipping, maintaining ,
lectric cold storage or processing plants, by financ-otherwise;
' ct, purchase, lease as lessee or lessor, or other-to equip, maintain and operate; and to sell, assign,
,ge, pledge or otherwise dispose of or encumber efec-
" ion and distribution lines or systems, electric gener-electric cold storage or processing plants. Iands, buihl- !
. res, dams, plants, equipment and any other real or
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rty tangible or intangible, which shall be deemed .
U m
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l PUBLIC SERVICE Ch. 1 T.30 3002 necessary. anvenient or appropriate to accomplish the puin.~
for which the cooperative is organized. Ilowever, in the generaw-of electric energy by water power, a cooperative shall comply u:'
the provisions of sections 701-718 of Title 10. relating to the -
struction and maintenance of dams; (S) To purchase, lease as lessee or otherwise acquire an i use and exercise and to sell, assign, convey, mortgage pleh -
otherwise dispose of or encumber, franchises, rights, pri'. ' .
licenses and easements; (9) Tc borrow money and otherwise contract indebtednes- x to issue notes, bonds and other evidences of indebtedness: an.:
secure the payment thereof by mortgage, pledge or deed of tn.
of, or other encumbrance upon, any or all of its then owne.i -
after-acquired real or personal property, assets, franchises, re.
nues or income:
(10) To construct, maintain and operate electric transmis-:en and distribution lines a!?ng, upon. under and across publicly ownc f land and public thoroughfares, including. without limitati >n .Q roads, highways, streets, alleys, bridges and causeways m :ne manner provided by chapters 71,73 and 75 of this title:
(11) To become a member of other cooperatives formed pursuant to this chapter, subject however, to the rights of creditors and minority members of each cooperative, and in the event that one cooperative proposes to become a member of another cooperative, upon the majority vote of the members of each cooperative. If any creditor or minority member or group of members of either or both cooperatives feels that its interests will be adversely affected thero<
by, it may appeal to the court of chancery, of the county wherein l the office or principal place of business of either cooperative is Io.
(
I cated, for relief. A minority group in or a member of a cooperative formed under this chapter may apply for relief to the court of chan-cery in the county in which the cooperative of which such person or group is a member has its office or principal place of business, if :
such person or group believes that its interests on matters of policy, consolidation, merger or dissolution are to be adversely arTected by the action of the majority or the governing body of the cooperatise:
(12) To conduct its business and exercise its powers withm -,r without this state; (13) To adopt, amend and repea! by-laws;
' (14) To do and perform any other acts and things and to have and exercise any other powers which may be necessary or appro -
144
81 ELECTRIC COOPERATIVES T.30 3004 te to accomplish the purpose for which the cooperative is or-ed; and
- 5) To condemn property within the state or easements or sr limited rights therein, in the manner provided for public
'ce corporations b, sections 111-124 of this title, when it is ary in order that it may render adequate service to the lic in the conduct of its business.-Amended 1959, No. 329
- j. Sess.), s 39, eff. March 1,1961.
HrsTony ce. 1955, No. 208. V.S.1947, i 9773. 1947, No. 202, ! 990.~,. 1943.
I 16, i 4.
vision note. Reference to " sections 110-123" was changed to " sections 1
24" to conform reference to renumbering of such sections.
endments---1959 (Adj. Sess.). Substituted " hoard" for " commission" 3.Name e name of a cooperative shall include the words " electric
" cooperative" and the abbreviation "inc." unless, in an affi-made by its president or vice president and filed with the of state, or in an affidavit made by a person signing of incorporation, consolidation, merger or conversion, relate to such cooperative and filed, together with such
, with the secretary of state, it shall appear that the co-
've desires to do business in another state and is or would l
uded therefrom by reason of the inclusion of such words E)thereof.in it nam.e..:The,name of a cooperative shall f t from the nanie of atiy':other cooperative or corporation under the laws of, or authorized to do business in.
..'te. Only a cooperative or corporation doing business in
. te pursuant to this chapter shall use both the words "elec-d " cooperative" in its name.
- HrsTony
' ' V.S.1947, 6 9774. 1943, No.116, 3 5.
- i. Organization, members
[ or more natural persons, a majority of whom are resident.<
is state, or two or more cooperatives, may organize a cooper-the manner hereinafter provided.
HISTORY ree. V.S.I')ti.!977~. 1943. No.116. ! #;.
'9
T.30 g 3005 PUBLIC SERVICE Ch.81
$ 3005. Articles of incorporation, contents Articles of incorporation of a cooperative shall recite that they are expected pursuant to this chapter and shall state: (1) the I name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; and (4) the names and addresses of its trustees; and may contain provisions not inconsistent with this chapter deemed necessary or advisable for i the conduct of its business and not repugnant to the constitution or laws of this state. Such articles shall be signed by each incomorator and acknowledged by at least two of the incorporators, or on their l behalf, if they are cooperatives. It shall not be necessary to recite in the articles of incorporation of a cooperative the purpose for which it is orgarized or its corporate powers.
Histony Source. V.S.1947, j 9776. 1943, No.116, f 7.
J 3006. By-laws The board of trustees shall adopt the first by-laws of a cooper.
ative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or i repeal the by-laws pursuant to the provisions thereof but in no #
case by the vote of less than a majority of those members vot-ing thereon at a meeting of the members. The by-laws shall set 7 forth the rights and duties of members and trustees and may ;_
contain other provisions for the regulation and management of f
the affairs of the cooperative not inconsistent with this chapter p or with its articles of incorporation.-Amended 1959, No.165.
HrsTony Source. V.S.1947, 5 9777. 1943, No.116, f 8.
Amendments-1959. Permitted arnendment of by-laws pursuant to provision, J thereof.
$ 3007. Members, qualifications l
Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other I person agrees to use electric energy or other services furnished l by the cooperative when they are made available through its fanh ties. A member of a cooperative who agrees to use electric energy
~
shall cease to be a member if he does not use electric energy sup-
- plied by the cooperative within six months after it is made avail-l able to him, or if electric energy is not made available to him h.
14 6 l
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Ch.81 ELECTRIC COOPERATIVES T.30 9 3010 the cooperative within two years after he becomes a member or 1some lesser period as the by-laws of the cooperative may provide. A
. husband and wife may hold a joint membership in a cooperative. '
Membership in a cooperative shall not be transferable, excert as provided by the by-laws. The by-laws may prescribe additional qualifications and limitations in respect to membership.
HISTORY Source. V.S.1947, $ 9778. 1943, No.116, [ 9.
'g 3008. Meetings An annual meeting of the members of a cooperative shall be held
.at such time and place as shall be provided in the by-laws. Special
' meetings of the members may be called by the president, by the board of trustees, by three trustees or by not less than ten per i
t of the members. All meetings of members shall be called at i
and held in some convenient public place in this state.
c HISTORY f
a Source. V.S.1947, $ 9779. 1943, No.116, } 10.
3 3009. -Notice of meeting Except as otherwise provided in this chapter, written or printed
'ce stating the time and place of each meeting of the members,
'd, in the case of a special meeting, the purpose or purposes for l ch the meeting is called, shall be given to each member, either
! _ nally or by mail, not less than ten nor more than twenty-five f before the-date,of the: meeting. lf mailad, such notice shall be
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'd.olbe)give5Mheh deposiitedintthe Ifnited States mail with
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ge prepaid addressed to the member at his address as it ap-on the records of the cooperative.
U HisToar V.S.1947, { 9780. 1943, No.116, f 10.
h--Members necessary for quorum the by-laws prescribe the presence of a greater percentage ber of members for a quorum, a quorum for the transactio.n ess at all meetings of the members of a cooperative hav-f$ot more than one thcusand members. shall be five per cent of embers, present in person, and of a cooperative having more one thousand members, shall be fifty members, present in per-
'If less than a quorum is present at a meeting, a majority of 5 447 i
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T.30 3010 Pt'BLIC SERVICE Ch.Si those present in person may adjoum the meeting from time to time :
without further notice.
HISTORY Source. V.S.1947. ! 97S1. 1943, No.116,110.
9 3011. -Voting j Each member shall be entitled to one vote on each matter i submitted to a vote at a meeting of the members. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which such voting shall be permitted. No person shall vote as proxy for more than three members at any meeting. If the bylaws of a cooperative provide for voting by proxy or by mail, such vote shall have full force and effect as if voted in person by a member at a meeting of the members in accordance with the provisions of the bylaws and as specifically referred to under this title and chepter. Nothing contained in this section shall alter the provisions of section 3016 of this title.-Amended 1975, No.107.
1975 amendment. Inserted reference to voting by mail and added new '
sentences relating to force and effect of votes by proxy or by mail and inserted reference to section 3016 of this titje.
s 3012. Notice, waiver A person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If such person sha!!
j attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meet-ing has not been legally called or convened.
HrvroRY Source. V.S.1947, { 9783. 1943, No.116, i 11.
$ 3013. Trustees, qualifications The business of a cooperative shall be managed by a board of not less than five trustees, each of whom shall be a member of the cooperative or of another cooperative which is a member thereof and a majority of whom shall reside in this state. The by-laws shall ;
l - prescribe the number of trustees, their qualifications, other than those prescribal in this chapter, the manner of holding meetings of the board of trustees and of electing successors to trustees who shall resign, die or otherwise be incapable of acting. The by-laws may also provide for the removal of trustees from office and for l the election of their successors. Trustees shall receive no compensa.
tion for their services as such and, except in emergencies, shall l not be employed by the cooperative in any capacity involving com-l l pensation without the approval of the members. However, the by-laws may provide that a fixed fee and expenses of attendance may be allowed to each trustee for attendance at each meeting of th.-
t-18
~
, Ch.81 ELECTRIC COOPERATIVES T.30 s 3016 board of trustees. If a husband and wife hold a joint membenhip in a cooperative, either, but not both, may be elected a trustee. The
, board of trustees may exercise all of the powers of a cooperative Lnot conferred upon the members by this chapter or its articles of incorporation or by-laws.
s' HISTORY
. Souree. V.S. 1947,{9784. 1943, No.116, { 12.
I
$ 3014. -Election and term of office (a) The bylaws of a cooperative shall determine the method of
- election and term of office of the trustees.
(b) Existing bylaws shall govern until duly amended. Those cooperatives which have in the past in compliance with their
! bylaws elected their trustees to serve for staggered terms of three or four years may continue the practice.-Amended 1975, No.103, i 1, eff. April 30,1975.
1975 ame5dment. Ame' ded section generally.
9 3015. Repealed' 1975, No.108, $ 2, eff. A'pril 30,1975.
- ne .
3016. Districts l
,.The by-laws may provide for the division of the territory served
- to be served by a cooperative into two or more districts for any
~
se, without limitation, the nomination and election of trustees 7.the election and functioning of district delegates. In such
.the by. laws shall prescribe the boundaries of the districts, the
'er of establishing and changing such boundaries and the man-
.f- 449 l
t l
1 5 y . 1 e
e.
T.30 9 3016 PUBLIC SERVICE Ch.81 ner in which such districts shall function. No member at a district
- meeting and no district delegate at a meeting shall vote by proxy ,
or by mail.
t HISTORY Source. V.S.1947, { 9787 1943, No.116, { 13.
8 3017. Officers, duties
- The officers of a cooperative shall consist of a president, vice president, clerk and treasurer, who shall be elected annually by and from the board of trustees. The clerk shall be a resident of this .
state. When a person holding office ceases to be a trustee, he shall cease to hold such office. The offices of clerk and treasurer may be -
held by the same person. A vacancy in the office of clerk may be
- filled by the board of trustees, and the person so elected shall serve until his successor is elected. When a cooperative neglects for six months to appoint and have a clerk, it shall forfeit $50.00 to the per-son injured to be recovered in an action of tort on this statute. The clerk shall record all votes and proceedings of the members and trustees or executive committee thereof. He sha
- have the cus- '
tody of the corporate seal and of the corporate records and shall .
keep such records within this state. He shall keep a book contain- 1 ing a record of the names of the members, the date of their mem-bership and of others served by the cooperative, and of the places of residence of each, which book shall always be open to the in. '
spection of members. He shall procure and fi!e in the office of the clerk of the town where the principal office is located and also keep on file in his own office, certified copies of all papers required by law or b'y this chapter to be filed with tlie' secretary of state.
The board of trustees may also elect or appoint such other officers.
agents or employees as it deems necessary or advi:;able and shall j prescribe their powers and duties. An officer may be removed from office and his successor elected in the manner prescribed by the by-
! laws.
HISTORY
( Source. V.S. 1947,[9788. 1943, No.116, ! 14.
1 t
$ 3018. Amendment of articles
' l
, A cooperative may amend its articles of incorporation by compn ing with the following requirements: The proposed amendment -
shall be presented to a meeting of the members, the notice of which I shall set forth or have attached thereto the proposed amendment.
l 450
\
l l
l
Ch.81 ELECTRIC COOPERATIVES T.30 9 3020 If the proposed amendment, with changes, is approved by the affumative vote of not less than two-thirds of those members voting
. thereon at such meeting, a certificate of amendment shall be ex-ecuted and acknowledged on behalf of the cooperative by its presi-dent or vice president and its seal shall be affixed thereto and at-tested by its clerk. The certificate of amendment shall recite that it is executed pursuant to this chapter and shall state: (1) the name
- of the cooperative; (2) the address of its principal oflice; and (3) the amendment to its articles of incorporation. The president or vice president executing such certificate of amendment shall make and annex thereto an affidavit stating that the provisions of this section in respect of the amendment set forth in such articles were duly complied with.
history Soorte. V.S.1947, j 9789. 1943, No.116, i 15.
9 3019. Location of office Upon authorization of its board of trustees or its members, a
, cooperative may change the location of its principal office by filing in
'the office of the secretary of state a certificate reciting such change of principal office, executed and acknowledged by its president or
.vice president under its seal attested by its clerk.
I
,' Hrsroav Source. V.S. 1947, $ 9790. 1943, No.116, i 1G.
3020. Consolidation o.or more_ cooperatives-licensed in this. state under this law, .i I'fo which is1edalthM~ 4EEn' tedia$ ins $lidating coopera- ~(
~ ',k niay consolidate'into aMeb codp'e$a#tEvs,' hereinafter desig- )
ted the "new cooperative," by complyind with the following re-i
'rements:
1)' The proposition for the consolidation of the consolidating j%
ratives into the new cooperative and proposed articles of con-
~
dation to effect the same hall be submitted to a meeting of -)
,. members of each' consolidating cooperativeithe notice of which i have attached theretc a copy of the proposed articles of con-
_. dation; f,(2) If the proposed consolidation and the proposed articles of lidation, with amendments, are approved by the affirmative j te of not less than two-thirds of the members of each consolidat- :$
g cooperative voting thereon at each such meeting, articles of con- 'f 451 y
T.30 $ 3020 PUBLIC SERVICE Ch.81 solidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice president and its seal shall be affixed thereto and attested by its clerk. The articles of consolidation shall recite that they are ex-ecuted pursuant to this chapter and shall state: (A) the name of each consolidating cooperative and the address of its principal of-
! fice; (B) the name of the new cooperative and the address of its I
principal office; (C) a statement that each consolidating coopera-l tive agrees to the consolidation; (D) the names and addresses of the trustees of the new cooperative; and (E) the terms and condi-tions of the consolidation and the mode of carrying the same into effect, including the manner in which members of the consolidating cooperative may or shall become members of the new cooperative:
and may contain provisions not inconsistent with law or this chapter ,
deemed necessary or advisable for the conduct of the business of j the new .ooperative. The president or vice president of each con- .
solidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.
HistoaY Source. V.S.1947, { 9791. 1943, No.116, f 17. ,
S 3021. Merger, requirements One or more cooperatives, each of which is hereinafter desig- d
~
nated a " merging cooperative," may merge into another coopera.
~
tive, heremafter designated the." surviving cooperative," by com. 3 plying with' the folloEingYegsirEin'ehts :
(1) The Urohdsitidrf for thdsdrger"of 'the inerging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the mem-bers of each m'erging cooperative ^and of the surviving cooperative.
the notice,of which:shall have attached thereto a copy of the pro-posed articles'of merger; (2)'If the~ proposed merger and the proposed articles of merger,
, with amendments, are approved by the affirmative vote of not less l
than two-thirds of those members of each cooperative voting there-on at each such meeting, articles of merger in the form approved shall be executed and acknowledged on behalf of each such coop-erative by its president or vice president and its seal shall be affixed thereto and attested by its clerk. The articles of merger shall recite 452 L
I.
ELECTRIC COOPERATIVES T.30 3023
, Ch. 81 that they are executed pursuant to this chapter and shall state:
(A) the name of each merging cooperative and the address of its principal office; (B) the name of the surviving cooperative and the
' address of its principal office; (C) a statement that each merging cooperative and the surviving cooperative agree to the merger:
(D) the names and addresses of the trustees of the surviving co-operative; and (E) the termt ed conditions of the merger and the mode of carrying the same into effect, including the manner in which members of the merging cooperatives may become members of the surviving cooperative. Such articles may contain provisions
.not inconsistent with law or this chapter deemed necessary or advis-able for the conduct of the business of the surviving cooperative.
The president or vice president of each cooperative executing such articles of merger shall make and annex thereto an affidavit r,tating that the provisions of this section in respect to such articles were duly complied with by such cooperative.
HISTORY Source. V.S.1947, { 9792. 1943, No.116, $ 18.
3022. -Effect
- In the case of a consolidation, the separate existence of the con-lidating cooperatives ahn11' cease and the~ articles of consolidation be deemed to be theitliclEs
- of'.incodoiation of the new coop-7 epEfAi ~
ve. In the case .
~. s.vof
- aI*'"t'he's.g e.eIistince'of the merg-u.3
'i' 38dNikUv$ Eded@th'e extent cidnges thereill'ar.e provi ; or,in e.OEicid5illie' merger.
Hnrroent
' urce. V.S. 1947, { 979.T. >1943cNo516,619...
- d. -Transfer ohn NblNtie$ . i
[th[$iglit's, pridTeges, Mh*kffaschises and all prop-
,real and personal,0includirig.lwithout; limitation. applications
~
membership, all debts due on whatever account and all other
'~
j in action, of each of the consolidating or merger cooperatives
.I be deened to be transferred to and vested in the new or sur-g cooperative respectively, without further act or deed.
HurronY Source. V.S.1947, f 9794. 1943, No.116, $ 19.
453
T.30 $ 3024 PUBLIC SERVICE Ch.81 3024. -Responsibilities for liabilities transferred The new or surviving cooperative shall be responsible and liable
- for all the liabilities and obligations of each of the consolidating or
- merging cooperatives and a claim existing or action or proceeding l pending by or against a consolidating or merging cooperative may i be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place.
HisroaY Source. V.S.1947. } 9795. 1943, No.116, { 19.
$ 3025. -Creditors' rights not impaired by merger Neither the rights of creditors nor liens upon the property of such cooperatives shall be impaired by such consolidation or merger.
HISTORY Source. V.S.1947, { 9796. 1943, No.116 } 19.
9 3026. Private corporation, change A corporation organized under the laws of this state and supply-ing or authorized to supply electric energy may be converted into a cooperative by complying with the following requirements and shall thereupon become subject to this chapter with the same effect as if origmally orgamzed under this chapter:
(1) Theiroposition 'for the conversion of such corporation into
- a. coo "ti'~e ind proposed ' articles of conversion lo give effect thi holders o 'c$jubditted ,tga meeting ircorporatio'ngthe'ri'o'tice of'tlie of khich members'or shall'hdie attached stock-
- th' N'#sMMs[of-c5niersiM ' ^ ~
I c into [a.'coopera {ve and .the propo] sed ahicles of conversion, w amendmelits, are approved by the affirmative vote of not less than two-thirdTofJtho'es members of such. corporation voting thereon '
at. stI " ting,~ or, if sI2ch' corporation'is'djtok' ccori> oration, by
~
the "MfiTe vote of the'h'oldels of not less than two-thirds of '
thE Mi>$thh capital'at'ock.?of Arch corp J 6' ration represented at dudlimee ~dd a voting"tliereonia'rticles'of conversion'in the form approved 'shall be executed and acknowledged on behalf of such corporation by its president or vice president and its seal shall be affixed thereto and attested by its clerk.
('3) The articles of conver'sion shall recite that they are executed pursuant to this chapter and shall state: (A) the name of the .
$ 4
Ch.81 ELECTRIC COOPERATIVES T.30 5 3027 corporation and the address of its principal office prior to its con-
. version into a cooperative; (B) the statute or statutes under which it was organized; (C) a statement that such corporation elects to become a cooperative, nonprofit, nonstock membership corporation subject to this chapter; (D) its name as a cooperative; (E) the.ad-dress of the principal office of the cooperative; (F) the names and addresses of the trustees of the cooperative; and (G) the manner in which members or stockholders of such corporation may become members of the cooperative; and may contain any provisions not inconsistent with law or this chapter deemed necessary or advis-
. able for the conduct of the business of the cooperative. The presi-
. dent or vice president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section were duly complied with in respect of such articles.
The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.
E H aroar Source. V.S.1947, $ 9797. 1943, No.116, f 20.
ANNOTATIONS
- 1. Cooperatives prior to act. Private corporation, which was described as a perative prior to 1943 act, may not carry on and conduct its business under fits and exemptions which are granted by 1943 act, except such corpora-
- on shall comply with terms of 1943 act, and sxalled cooperatives which ve not in fact complied with 1943 act are subject to regulation by public
- ce commission as provided by law.1946 Op. Atty. Gen. 201. .
ectric. cooperative organized prior to.4939 and which has not complied
'section istiottcontrolled b)Lprovisions of chapter, but must change its l 'to'deletA wdrd "cooperatfre.". Id "
1 9 nylp w.y ep;dg.,. / t: .. ,
e
>Disso not -commencing m;
liusiness
- m ~ -
m .w mence+.>dEbus;w. w .. mess;'may be: dis-ibyld'eliifehn2.'fd . IfMte$ihir'tificat&Ef/disso-
"shicitihn11 be executediandiacknowledged on behn 1r of the "tive. b[y. a .majoti ~ off' hejidcorporators and,'whi' ch- shall .
~~ Nie namsJof 7t li Idf.i?e[,(2)lth' eta $driss'of its p'rin-
. ._ ;N$_I$2, .mtlii.. . . "'tiv, ed.ia.s n.dt cod.ime.nc.e.dS.usiness;
.. . . s
._ naumsgegi,, ,eyooppats. ve, . less.any part there-ifor expensest eGcooperative, have.been returned
'd tEthose entitled 'theritf;'(5) that no debt of tiie' cooperative paid; and (6) that a majority of the~ incorporators elect that perative be dissolved.
. IIIstoar j ee. V.S.1947, f 9798. 1943, No.116, i 21.
455
PUBLIC SERVICE ch, gg T.30 $ 3028
$ 3028. -Corporation commencing business A cooperative which has commenced business may be dissolved in the following manner: The members at a meeting shall approve, by the affirmative vote of not less than two-thirds of the members voting thereon at such meeting, a proposal that the cooperative be lissolved. Upon such approval, a certificate of election to dissolve, hereinafter designated the " certificate," executed under oath and acknowledged on behalf of the cooperative by its president or vice president under its seal, attested by its clerk, and stating: (1) the name of the cooperative; (2) the address of its principal office; and (3) that the tr. embers of the cooperative have duly voted that the cooperative be dissolved, shall be fi:ed with the secretary of state. Upon filing of such certificate by the secretary of state, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof, but its corporate existence shall continue until a certificate of dissolution has been filed by the secretary of state. The board of trustees shall immediately cause notice of the dissolution proceedings to be mai'ed to eacn known creditor of and claimant against the cooperative and to be puty lished once a week for two successive weeks in a newspaper of gen-eral circulation in the county in which the principal office of the co-operative is located. The board of trustees shall wind up and settle 1
the affairs of the cooperative, collect sums owing to it, liquidate its property and assets,; pay,and discharge its debts, obligations and ;
l t liabilities,;and do all other, things required to. wind up its business.
l I Aftes paying 4r'dischargirg Sr'ad'uately..p~rovidin(foi the pay.
Nandfliabilities, the mentnor.MiiMrgeIofdil?its:deh '
boardi shaIl$55$6i1NanyiArnAIAing.slimTalNonYidmembers and i
~
formei meniSEYs5in proiiortionittheo padoMe 6f the respective members or:former: members during,the.seven years next preced- j ing the date':of4he 61ing of the certificate'by the secretary of state, j or if.the coodeistive has not been inIe'xistence for such period, then j
~
during$th(5Edod.6f.ifd' existence prior to such: filing. The board of tru'st'iidaMtliefenp'$nla'uth6rize$tAs e eitdn'tibii'of a certificate of dNaolidiN1,'wliich shall be e~xecu'teil aild'ddknowledged on behalf of the^coopsrative by its president'or vice president, and ~its seal {j shall be affixed thereto and attested by its clerk. The certificate of a dissolution shall recite that it is executed pursuant to this chapter d l
and shall state: ('1) the name of the coope'rative; (2) the address of its principal office; (3) the date on which the certificate of elec. i f
t*
U 456 -
y l
l 1
I l
Ch. 81 ELECTRIC COOPERATIVES T.30 9 3030
' tion to dissolve was fded by the secretary of state; (4) that there
'are no actions or suits pending against the cooperative; (5) that all ebts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and (6) that the provisions of this chapter relative to dis-solution have been duly complied with. The president or vice presi-
.' dent executing the certificate of dissolution shall make and annex
,thereto an affidavit stating that the statements made therein are true.
HrSToRY Source. V.S.1947, { 9799. 1947, No. 202, i 9931. 1943, No.116, { 21.
3029. Papers filed
- i. Articles of incorporation, amendment, consolidation, merger, con-ersion, or dissolution, when executed and acknowledged and ac-mpanied by such affidavits as may be required by applicable pro-sions of this chapter, shall be filed with the secretary of state.
the secretary of state shall fmd that the articles presented con-rm to the requirements of this chapter, he shall, upon the pay.
'ent of the fees as in this chapter provided, record such articles upon such recording the incorporation,- amendment, consolid-l 'o n, merger, conversion ~ or ' dissolution proviiled for'therein shall
~ ~
l
[e(fect. The provision 5'of this section,shall also apply lto'certifi-
- of.'e,le,ct,io,d,n'to
& dissolv'e;pursu.
. . <. rant.to
+. - s. e,c.t.i.o.n"3028.of this title.
14.$h*$$:n:5lWW.h:WW ' * 'U E
~ VL19445 98oo.1943,h5.'k16/) 22. -
y: me- " - :,,
' ~
30$'Riv.ennes,'use _of, m o .u ues of a c. .ooperative for a fiscal year in excess of the
_, t thereof necessary:
. ' idefray lhe' expenses; of the operation:and maintenance dacilities of theJcooperative.durmg such fiscal-iyear;
' p'a yjin'tdrist:and prisipal'obligitions of the' cooperative t . ilein such' fiscal year;'
.To ' finance, or to~ provide a reserve for the fma. , ' the etion or acquisition by the cooperative of addition. L ties
' extent determined by the board of trustees;
.$To provide a reasonable reserve for working capital; 1 To provide a reserve for the payment of indebtedness of
. [ ' rative in an amount not less than the total of the interest 457 i
I
T.30 9 3030 PUBLIC SERVICE Ch.81 and principal payments in respect thereof required to be made during the next following fiscal year; and (6) To provide a fund, hereinafter designated as the " education
, fund," for education in cooperation and for the dissemination of I information concerning the effective use of electric energy and other services made available by the cooperative, shall, unless otherwise determined by a vote of the members, be distributed by the coop-erative to its members and to other persons to whom the cooperative supplies electric energy or other services, as patronage refunds promted in accordance with the patronage of the cooperative by the respective members and such other persons, paid for during such fiscal year, provided, however, such distribution shall not be made to such other person until he has become a member of the cooperative. If such other person does not become a member of the cooperative within one year after the amount of his distributive share or accumulated distributive shares equals the membership fee required by the by-laws of the cooperative, or, if no member-ship fee is required, within two years after the declaration of such patronage refund, he shall cease to be entitled to such share or shares, which shall, in such case, be paid into the education fund.
The cooperative shall make such additional provision, in the by.
laws or otherwise, relative to the disposition of the revenues of the cooperative. as~may be~ necessary and appropriate to establish and .
maintain the,an'onprofit character of th'elcooperative. Nothing herein f contained'shalf be co'ns' t fued to prohibit the"p.ayment by.a coopera- d tive of all 6i$nyLpart of its indebtedness f Mih6hLAMddef 8M b; ' 'T'
'@X%yy,,,-l@ prior to'th63 date wh
'if ; _ 1
'dy_
' 4>.Q
~., g [-4^ lQ
- - M.//g*figgM.1943,
- my s. No.116,123.
S N g *l t .
f) fl ,;,_.
i
- Tfi.s.,. ., y" ' tees.afMboc
' ~ r.an 1 authnri gjg d ~~ fg'tztho.rlis ~ N"rative.shG sa ~- YF.e'MMnith.h.5, e -- . ' <
or-have.
l de [ [isih'iid-ldfdot . ene ~
biy
! .oriallr " pdrty6$liiste. Tights;iprivihss'qli -
.[ , 38lokUSE5odpekatiM*hl$her ac,quir6Moiftd .be acquired,' _. .whereirer situatnd,Tas'well'as the ! revenues)nd in-come therefrom..all upon such terms.and conditions as the board o'f trustseS7afmRdetermine, to Edrefin$ebtedness:of the coopera-
'tive to the. United States of America or-an agency or instrumen-l tality thereof, or to a national financinir. institution in -which the cooperative holds membership, organized on a cooperative plan for the purpose of financing its memberships' programs, projects and undertakings.-Amended 1969, No.192 (Adj. Sess.), eff. March 12, 1970.
i 1
l l
t F-i
$ < i. o s ELECTRIC COOPERATIVES T.30 $ 3034
, 1969 (Adj. Sess.) annendment. Added reference to national 6nancing institu.
L 88**-
8 3032. -Cooperative may mortgage, when A cooperative may not-otherwise sell, mortgage, lease or other-wise dispose of or encumber all or a rubstantial portion of its
" property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than a majority of all the members of the cooperative. However, not-withstanding other provisions of law or this chapter, the board of
- trustees, upon the authorization of a majority of the members of the cooperative present at a meeting, may sell, lease or otherwise dispose of all or a substantial portion of its property to another cooperative or a foreign corporation doing business in this state
~ pursuant to this chapter or to the holder or holders of notes, bonds or other evidences of indebtedness issued to the United States of America or an agency or instrumentality therof.
Hrsrony Source. V.S.1947, l 9803. 1943, No.116, ! 24.
9 3033. Personal liability A member shall not be liable or responsible for debts of the coop.
erative and the property of theimembers shll not be subject to
- attachment or executio'n therefoi
~.: .~ Q,
..r . . . . .v. . .
si .
. Source.6V.S.p1947, j-98N.21 202, { 9936. 1943, No.116, i 25.
).N. M,_ . .
, b ,,, o , .,- . ..
.3- er.instd% i 'fuin'ent ' executed by a T m.. ort ~ ~
re;
-a,co c,S.opfr'at'iEelqg
.- g.g, iEsind n
- g. b'us'inesE;, g is'illis stath pur-
,-,W- e g, p<v 7 - g. b'I M ~6'r t8di8caWi/ e sOf'sadeIf;8kM.'eF$Ea~s'~if 'ths inortL s,a - -
w y.g g x W AI a m,.n :w a ind~e# f
- . - . .cr. ~ pn wv:,5,Ee Pof - iEsuch town as J. mortgage, ,ofipersonalr3=v3n.-nygAll aftgir-acquired property of coo'erative~or' p foreign corporation-described or referred to as tieing mortgaged ~or pledged in such mortgage,' deed of trust or other ~
irument,'shall bec6me subject to the lien'thereof immediately
" ~n ih6 acqhisisoli of ' t such p'dierty by 'such
- cooperative or for-r gn corporation, whether or not s'u ch property was in existence at
~459 y--._ y,.-, _
y , , .,-y . . - ~ + - - -.- _ - ,,. _ _ - - - -
T.30 f 3034 PUBLIC SERVICE Ch.81 the time of the execution of such mortgage, deed of trust or other instrument. Recordation of such mortgage, deed of trust or other instrument shall constitute notice and otherwise have the same effect with respect to such after-acquired property as it has under the laws relating to recordation, with respect to property owned by such cooperative or foreign corporation at the time of the execu-
- tion of such mortgage, deed of trust or other instrument and therein described or referred to as being mortgaged or pledged thereby.
History Source. V.S.1947, i 9805. 1947, No. 202, f 9937. 1943, No. IIG, i 26.
j 3035. Safety standards As a minimum requirement, construction and maintenance of electric lines by a cooperative shall comply with the standards of the national electric safety code in effect at the time of such con-struction.
HISTORY Source. V.S.1947, j 9806. 1943, No.116, i 26a.
3036. Acknowledgments, members authorized A person who is authorized to take acknowledgments under the laws of this state shall not be disqualified from taking acknowledg-ments of instmments executed in favor of a cooperative or to which it is a party, by reason of being an officer, trustee or member of such cooperative.
Enrroar
~
Source. V.'S.1947, 5 9807. 1947, 5 1 202, s' 9939. 3943, No.116, i 27.
.s .2. w, . y .V.a yf ' . . :
iMM.M dn6idQ: ;
m SAd. b $~Wa oreigninon-pro mW uhve. Sf.Y.a .cg3ahonjupplying or au-3,r, coopera thorizid to supply electric._ energy and,owmngy opating electric transmissiog or4 di stribut,iongnesging .pte prior r to
% Mdmayyns ;,,,, f g4uch lines
$$gMQan a,g,g,jpgmre: ging pf m,, g , twenty-five$i 1
pperate such exted.i el.s., fro.,ht sions'ywitho'ut ttie,b..oUnda,ry:li,ngtof.
qu,alifying'a.w'ad, s
u m
- o. gn corpora f t'o do busi-ness in this state. Before constructing or operiting such extensions, by an instrument executed 'and ' acknowledged on its behalf by its president or vice president, under its seal attested by its clerk or secretary, and filed with the secretary of state, which instrument shall be in form and substance like that prescribed by section
- I 460 ,
b Ch.81 ELECTRIC COOPERATIVES T.30 3040 692 of Title 11, such a corporation shall designate the secretary of
. state its agent to accept service of process on its behalf. Thereafter, such corporation shall have all the rights, powers, privileges, and immunities of a cooperative. Service of process shall be made upon lthe secretary of state in accordance with the provisions of sections
[851 and 852 of Title 12 and he shall forthwith forward one copy
" of the same by registered mail to such corporation at the address of its principal office.
HisTour Source. V.S.1947, l 9808. 1943, No.116, i 28.
$ 3038. Fees There shall be paid to the secretary of state fees for filing as follows:
, (1) Articles of incorporation, $15.00; (2) Articles of amendment, $10.00; (3) Articles of consolidation or merger, $15,00; (4) Articles of convers'on, $10.00; (5) Certificate of election to dissolve,'$5.00; (6) Articles of dissolution, $5.00; and .
l (7) Certificate of change of principal office, $5.00.
Such fees shall include two certified copies of the respective instruments Amended 1963,Noe37,519.
i
' gg').
T.Saarce . V.S.1947.E98099 19%Nh115,5,29_.
4"F%"!D5?jMi"Sf5f@*d%.:-
II 3039, 3040. Repealed.1969, No. 257 (Adj. Sess.), a 7, efr.
July 1,1970.
~
ANNOTATIONS UNDen Foaura i 3040 j liResidential rates. Electricity ^pi6vided by utility to apartment buildin was i used for residential purposes, not commercial purposes, and thus the utflity's residential rates applied, with each unit of the apartment building being sep.
arately metered, and commercial rate, with one meter for the whole bu21 ding, did not: apply; rate is determf=wl by naa of the. electricity, not by business considerations or by who ultimately pays the Petition 21 Main Street
-Ltd. Partnership vc Vermont Electric Cooperative, (1980) 139 Vt.119,424
- A.2d 1FT4.
I l
i f
l
l 8 3041. Securities act The provisions of chapter 131 of Title 9 shall not apply to a note, bond or other evidence of indebtedness issued by a cooperative or foreign corporation doing business in this state pursuant to this chapter, to the United States of America or an agency or instru-l
' mentality thereof, or to a mortgage, deed of trust or other instru-ment executed to secure the same. The provisions of chapter 131 of ;
Title 9 shall not apply to the issuance of membership certificates by 4 I
a cooperative or such foreign corporations.
l ,
Hisroar Source. V.S.1947, f 9811.1943, No.116,6 31. ?
Revision note. This section was formerly set out as 5 3040. i Former I 3041, relating to annual reports, is set out as 6 3042 of this title. '
g 3042. Annual reports Earh cooperative formed under the' provisions of this cha shallfprepue a'n'diubniit to its annual meeting a report con
~
i tlie eralflame
'statiindo of thy ~f,itFb'u'siness o'peratio'n7ifurliithe fiscalytivgeits
! cluding a ~statemhiit' of its assets'and liabilities, the amonnt of, ~
indebtedness secured b'y niortgage or pledge of the corporate
- erty or psrt thereof,- the' names'of the trustees, officers and copy of the anntral repoh attested by the clerk shall be filed'.
the secretary of state within thirty days after the annual Hrsroav Source. V.S.1947, I 9812. 1943, No.116,6 32.
Revision note. This sectica was formerly set out as 6 3041. '
' $ 3043. Formation of'coope5tMQ9eoperatives (a) Notwiths' tNndin[anh,"dt er hrofision of this chapter, one or
.more cooperatives formed under the previsions of this chapter may ,
C organize and control a cooperative having as its principal purpose .
~
puirihlse, acquisition, accumulation, ithe'seneration,
?tiE=4iaaion, sale, ,supphi manufacturf,C
~
.and: ]dijposal{of electric energy Such a bp'eratIid abili haire sII'of'.t'Re""sersof ed6jiera'tives fornied Ju hdg ' rovisio '- ?(3 , 4, , , ,
7 " "'
- v a ,arr a mz-"
?!
i --- tloh,"i "65th Ip niisnt iWietisiiMR$s$1Messume fg - - -
ggw. m Et]Wo9
% r.igfitii or tiidibiltid'Mgit's6 h mutters W i M 6ti Frnem-uhdir:this~chYpte6Tdid ffid6 " #7ia'c spor cliusses with no i
ti'oF11isitEdWilitFFre@lWFlistitYutidis"of Jpatisinge re-
~
nds.- Added 1979, No. 51, I 1,' eff. Ap'ril 25,1979.
, , _ _ _ _ _ _ . _ . . ~ , ._ _,