Title 46, Chapter 3, Section 201
( 46-3-201)
(a) Subject to any limitations provided in this article, or in any
other law, and consistent with the purposes set forth in this
article, each electric membership corporation: (1) Shall exist under articles of incorporation; (2) Shall have perpetual duration unless a limited period of
duration is stated in its articles of incorporation; provided,
however, that each electric membership corporation existing or
continuing to operate as an electric membership corporation after
the expiration of the period of duration stated in its articles of
incorporation or any renewal thereof, on July 1, 1981, shall have
perpetual duration unless its articles of incorporation are
amended under this article to provide for a limited period of
duration. The existence of any such electric membership
corporation whose articles of incorporation were expired on July
1, 1981, shall be deemed to have continued without interruption
from the date of such expiration; (3) Shall have power: (A) To cease its corporate activities and surrender its
corporate franchise; (B) To renew or revive its corporate existence in case a limited
period of duration is fixed in its articles of incorporation;
and (C) To sue and be sued and to complain and defend in all courts
and to participate in any judicial, administrative, arbitrative,
or other action or proceeding. (b) Subject to any limitations provided in this article or in any
other law, and consistent with the purposes set forth in this
article, each electric membership corporation shall have power: (1) To conduct its business, carry on its operations, have
offices, and exercise its powers granted by this article at any
location within or outside of this state; (2) To make and alter bylaws, not inconsistent with its articles
of incorporation or with the laws of this state, for the
administration and regulation of the affairs of the electric
membership corporation; (3) To elect, appoint, or hire officers, employees, and other
agents of the electric membership corporation; to define their
duties; and to fix their compensation and the compensation of
directors; (4) To have a corporate seal which may be altered at pleasure and
to use the seal by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced; (5) To purchase; take; receive by gift, will, or otherwise; lease;
or otherwise acquire, own, hold, improve, use, and otherwise deal
in and with real or personal property or any interest therein,
wherever situated;
(6) To sell, convey, lease, exchange, transfer, and otherwise
dispose of all or any part of its property and assets or any
interest therein, wherever situated; (7) To generate, manufacture, purchase, acquire, and accumulate
electricity, and to transmit, distribute, sell, furnish, and
dispose of such electricity; (8) To assist its members in any manner in the efficient and
economical use of energy, including, but not limited to, the
installation of wiring, insulation, electrical machinery,
supplies, apparatus, and equipment of any and all kinds or
character; (9) To acquire, own, hold, use, exercise, and, to the extent
permitted by law, sell, mortgage, pledge, hypothecate, and in any
manner dispose of franchises, rights, privileges, licenses, rights
of way, and easements necessary, useful, or appropriate. Any such
electric membership corporation shall have the right to acquire
rights of way, easements, and all interests in realty necessary
and appropriate to effectuate the purposes of such electric
membership corporation by condemnation under the same procedure
and terms as provided by Title 22 and any other law of this state
which provides a method or procedure for the condemnation of
property for public purposes by all persons or corporations having
the privilege of exercising the right of eminent domain; (10) In connection with the acquisition, construction,
improvement, operation, or maintenance of its lines, to use any
highway or any right of way, easement, or other similar property
right owned or held by the state or any political subdivision
thereof, subject to reasonable rules and regulations as to safety
as may be promulgated by the State Transportation Board or subject
to such reasonable terms and conditions as the governing body of
such political subdivision shall determine; (11) To make any and all contracts necessary or convenient for the
exercise of the powers granted in this article, including, but not
limited to, contracts with any person, federal agency, or
municipality for the purchase or sale of energy; and, in
connection with any such contract, to stipulate and agree to such
covenants, terms, and conditions as the board of directors may
deem appropriate, including, but not limited to, covenants, terms,
and conditions with respect to resale rates, financial and
accounting methods, services, operation and maintenance practices,
and the manner of disposing of the revenues of the system operated
and maintained by the electric membership corporation; (12) To make and enter into contracts of guaranty, whether or not
the electric membership corporation has a direct interest in the
subject matter of the contract with respect to which it acts as
guarantor or surety; (13) To incur obligations and liabilities, borrow money, issue its
notes, bonds, and other obligations, and to execute and deliver
any one or more mortgages, deeds of trust, or deeds to secure debt
covering, or to create by other means a security interest in, any
or all of the real or personal property, assets, rights,
privileges, licenses, franchises, and permits of the electric
membership corporation or any interest therein, as well as the
revenues therefrom, whether acquired or to be acquired, and
wherever situated, for the purpose of securing the payment or
performance of any one or more contracts, notes, bonds, or other
obligations of the electric membership corporation; (14) To purchase, take, receive, subscribe for, or otherwise
acquire; to own, hold, vote, use, or employ; to sell, lend, or
otherwise dispose of; to mortgage, pledge, create a security
interest in, or otherwise encumber; and otherwise to use and deal
in and with shares or other interests in or obligations of
electric membership corporations or other domestic or foreign
corporations, whether for profit or not, associations,
partnerships, or individuals, or direct or indirect obligations of
the United States or of any other government, state, territory,
governmental district, or municipality or any instrumentality
thereof; (15) To form or acquire the control of other electric membership
corporations, foreign electric cooperatives, and other
corporations, whether domestic or foreign; (16) To participate with any other person or persons in any
corporation, partnership, transaction, arrangement, operation,
organization, or venture, even if such participation involves
sharing of control with or delegation of control to others; (17) To lend money, invest and reinvest its funds, and take and
hold real and personal property as security for the payment of
funds so loaned or invested; (18) To make donations, irrespective of corporate benefit, for the
public welfare or for community fund, hospital, charitable,
scientific, educational, civic, or similar purposes, and in time
of war or other national emergency in aid of the national effort
with respect thereto; (19) At the request or direction of the United States government
or any agency thereof, to transact any lawful business in time of
war or national emergency or in aid of national defense; (20) To procure for its benefit insurance on the life of any of
its directors, officers, or employees or any other person whose
death might cause financial loss to the electric membership
corporation; (21) To reimburse and indemnify litigation expenses of directors,
officers, and employees and to purchase and maintain liability
insurance for their benefit; (22) To purchase and otherwise acquire and dispose of its own
securities; (23) To pay pensions and establish and carry out pension, savings,
thrift, and other retirement, incentive, and benefit plans,
trusts, and provisions for any or all of its directors, officers,
and employees; (24) To fix, regulate, and collect rates, fees, rents, or other
charges for electric energy and any other facilities, supplies,
equipment, or services furnished by the electric membership
corporation; (25) To assist any other electric membership corporation in the
execution of its purposes and powers under this article; and (26) To have and exercise all powers necessary or convenient to
effect any or all of the purposes for which the electric
membership corporation is organized. (c) It shall not be necessary to set forth in the articles of
incorporation any of the powers enumerated in this Code section. (d) The articles of incorporation may limit or expand the powers
conferred by subsection (b) of this Code section in any manner not
inconsistent with any other provisions of this article or any other
law or with the purposes of electric membership corporations. |