The Key West Citizen Newspaper, September 7, 1939, Page 16

ceived while in the discharge of his duties, his widow shall, so long as she remains unmarried, be paid a monthly pension by the Board of out the Firemen's and Pension Fund, be liable for the safe keeping of the same, under the bond given by him to the City, and he shall be liable in the same manner and to the same extent as he is liable for the safe keeping of the funds of the City. That in the enforcement of the provisions of this Act, and in the interpretation of the provisions of this Act, each municipality shall be independent of any other munici- pality and the Board of Trustees of Relief. and Pension the first day of March, file with the first day of March. The afore: surer shall Same officers, a similar report cover- ing the preceding year’s premium re- and every such insurer shall at the same time of making said re- ports pay to the State Treasurer the amount of the tax hereinabove men- equal to one- seventy-five per cent. (75%) of the annual salary re- ceived by the deceased fireman or volunteer fireman at the time of his death, which pension shall be for the use of the widow and the chil- . if any under eighteen years of age, of her deceased husband; pro- that under no circumstances should the total of such pension am- ount to more than $100 monthly. fireman or volunteer fireman, at the time of his death, be survived by a widow but shall be survived by one or more legitimate children under the age of eighteen years, or if being survived by a wid- ow who shall die before the young- est of said children age of eighteen years. either of said events the children of ceased fireman shall each be ve a sum to be fixed discretion of the Trustees in an amount not to exceed month until shall have attained the age of eigh- teen years, sum total of allowances of chil- pension under this clause shall in no event exceed the sum of $45.00 per month in any one family. That if a widow ing a pension under an sworn copy port shall be furnished by the insur- er to the City or Town. surer engaged in carr the Firemen’s Fund of each municipality function for the municipality which they are to_serve as Trustees. ions 5, 6, 7, 8, 9 and 10 of this Act shall be applicable cities and towns ng on fire and State of Florida shall keep accu! books of account of all ness done by incorporated such manner in relation to of the State of Florida having, hereafter establis Firemen’s Relief and Pension Fund, or a Pension Fund for Firemen and within the limits municipality s to be able to com provisions of thi which may It shal! be the duty Treasurer of the State to keep a grate account of all money ¢ shall attain the then and in said city or town shall fall within the classification of this Act and have its Firemen’s Re- lief and Pension Fund or Town's pension fund shall exist under other 1 laws of the Stat: The remaining sections of this Act which apply specifically to the crea tion of a Board of Truste and establishes men’s Relief and Pension Fund each municipality described first Section of this Act, as well as such sections as define ‘the who shall be entitled to out of such fund, the amount thereof and governing such pensions lowed and the duties of the officers s and towns in relation hall not apply to any city or town of the State of 1 now having a Firemen’s Rel Commissioner general or speci asury in a special fund known as created ‘for the reception of Comptroller shall an- Rae oe ats y of the pro- draw his warrant on the urer for the full net amount then within the State Tre ion shall cease, and if enjoying ans pension, then and in the latter event her pension shall cease and shall not specifying the cities or towns ig “aca eae to such widow or her chil- of those citi t amount collected for and to such fund Where a mun regularly appointed volunteer fire department or a part- and part regularly enrolled volunteer ‘fire ipality hag Fund for Firemen’s “Municipal Beh eueec of anid Cs for Firemen and Policemen. who ‘shall have received and shall be pa Gisability in the : marshall be Pe) e word of this Act is, for any reason, or declared inoperative disables him gainful occu- hail be retired upon a_pen- titled to rec from engaging in any unconstitu- Trustees so determines, remaining por aid pension to be fixed by rd of Trustee: ind after he has attained the inoperative age of fifty-five y entitled to retire on a pension if the judgment of the determines, pension, to be fixed by the Board in its discretion, provided that no pen- allowed under Pension Fund or into its remainder of Act, after the exclusion of such s, shall be deemed and held to be valid as if such exc parts had not been latter fund of Trustees included he: is That all laws and parts in conflict with of this Act the similar state excise or license tax seneral Statutes of Florida, as ed the sum of Wherever unde 100 a month, Laws of Florida shall be construed to repeal or amend any general or special law her firemen’s pen- pension funds for policemen or emple sions for the municipalities of Jac Miami, Tampa and Miami specifically appointed and enrolled voluntec fireman shall and permanent 1 to the State ance of his duty, said person Board of Trustees of the Firemen’s telief and Pension Fund, in the city or town wherein he served, for such whereupon. the Trustees may call to their ass aid of cne or more sur physicians for a phy: comply with the provis- Became a law without the Gover- nor's approval. CHAPTER 19119 to Amend Section 1 Chapter 15908 of the Laws of Flor Relating to the Business, Operation, Supervisions and Liquida- tion of Building and Loan Associa- herein provided thority issued to said in corporation ansact business in this state may MAY port of such surgeons or physicians i by the State : reduced to ful for any such in corporation or other ance company, Trustees shall consider the same in arriving at their decision. any duly ap- Be It Enacted by the Legislature of the State of Flot . That paragraph Section 1 of Chapter 15908 of the Law State of Florida of 1933 be and the hereby amended to read as paid member of the fire department of any city or town, on account of any temporary sickness or disability caused or sustained while in the dis- as such mem- ber. be confiined to any hospital or to his bed. and shall require medical professional shal! be gran authority to trans certificate of authorizing of his duty to be issued. First Any investing stock- Building and Association or the legal repres tive of any deceased investing stock- is not pledged be entitled payable in equal monthl installments y out of the pension fund, make uch contribution to his medical and hospital or professional nursing care as in their discretion shall be reasonable. That in the event of the from the Association shall be entitl ed to receive the full amount of due paid in upon the stock so withdrawn, in no event shall the pension of any dividends thereon, other charges including a pro rata share of the losses, if any, real or contingent, The withdrawing shall give ninety (90) day writing to the A tention to withdraw, ; less all fines to more th ceiving a pension, or in the event of the death of any ‘duly appointed and or paid fireman, (a) Any person who, upon the tak or thereaftei the Board of Trustees ained the agi upon request of the of the deceased, of the Firemen’s Relief and Pension Fund of said city or town, a sum not xceed two hundred dollars ($200) shall have at ociation of his in- nless such no- twenty-five If the stock certificate of any stockholder provides a speci- withdrawal of withdrawal deemed given the day preceding such fixed time; in all other respects such stockholder shall be held to be a withdrawing stock- said pension is sought application to the Bi retired on a pension as in this is provided of Trustees pay to the said next directly to the undertaker. eral allowance, however, shall be in to any pension under this Act. urd of Trus: employed by allowable under the provis- - Association exceed the sum of In any event any so employed and in line of duty shal! permanetly di ions of this Act one hundred dol stockholders and should the ion fund of pciation shall make no fur withdrawing of priority of Board of Trustees retired on be insufficient to make ment of the amount of the several pensions which may be allowed un- the provisions of this Act, then funds shall be monthly basis, among those coated stockholder regardle such disability conditions and in the following m cease and such Association Board of Trustees, tion of their sufficient funds to completely finance respective claims. That no pension provided for shall be assignable nor shall such pension be subject to at- tachment, garnishment, any other legal process. That the Secretary of the I keep a rec- persons enjoving a pen- the provisions Act, in which shall be noted the time all loans approved at applications the time the withdrawing holders could no longer be met, and thereafter such Association shall im- pound one-half of ali money received who has not previous to said retir execution or stock, pay- ns made to received by Board of trusices of principal on lo cord of all its members, shall be re inst rank occupied by himself ing all fixed charges and expen shall receive the derived by it compensation this book the shall keep a record of all fir municipality and a record shall be kept in such of each quarter of the calen- those stockholders who given notice of their intention dar year to said fireman or vol were received by the Association not less than ten days previous to such distribution ; provided, however, that no distribution except final payment twenty-five to be employed by the municipality. ; in the event of the shall be the duty of the Chief of the Fire Department municipality described in Section 1 of this promptly report to the State Tre Commissioner, municipality cumulated is sufficient to pay at least one percent of the amount due each withdrawing stockholder, and provid- ed further that all paid a monthly may in the discretion of the board Department is within the provisions tive stockholders in full in order to eventy-five per of Se and, provided further, that the pro- visions. of this Department shall se to be within the pro- of Section 1 sub-section mortgages or ll be for the use Department hereafter be pledged to any Federal if there be no Chief of the Fire De- ll be the duty of Mayor or corresponding officer of the municipality, to report such fact to All money received by the Association hereinbefore rvived by one or m discretion of the 3 under the agi Commissioner. It shall be the duty Association for the of the State Treasurer, as Insurance ner. to satisfy himself that any municipality reported to be with- in the provisions of Section 1 of this Act is in fact within its provisions. That it shall be the duty of the City Attorney or corporation counsel to give advice to said Board matters pertain- ing to their duties in the administra- Relief and e before the expenses and for the protection and conservation of ment of taxes and other assessments levied thereon repairs or for the making of new loans as al- lowed by law. ighteen years the children of said deceased pensioner sh be entitled fixed in th es in an amount not to ex- sum to be of Trustees which may be retained by the As. nail attani the sociation is not sufficient to pay its : Pension Fund whenever and he shall and defend said Board as its attor- suits and actions at law sum total of protect and conserve its asset no new loans shall be contracted or and before ment or distribution to withdrawing tockholders from the funds sum or sums as m essary to pay its operating and oth- expenses, and to pay all taxes, $. assessments. insurance prem- s irs and other ex- ses necessary for the protection and Conservation of of $45.00 per its behalf that uired or determired upon by said provided, however. ity Attorney should pension under any of the provisions sed pensioner befor 3oard of Trustees in_ thi the said Board of Trustee ir discretion may pendent legal counsel for such pur- costs of rey its assets and or set aside a for such purposes. Whenever the capital of is impaired to the That if a person employed That all funds and securi- men's Relief and Pension F der the provisions of Association ion Fund shall be deposi City Treasurer or Depository of who shall keep the same or stockholders any priori in a separate fund, and he shall his life or later die from injuries re- withdrawals stockholders, but shall make a quar- terly distribution of the net cash re- ceived by it after payment of ex- penses and charges as provided in the preceding paragraph to all stock- holders on the same percentage basis as if each stockholder had filed a written notice of intention to’ withdraw and such distribution shall be continued until the Asso- cition is finally liquidated. or until the losses are adjusted by a pro rata charge to the account of each stockholder, or until the earnings re- store the stock to par. After obtain- ing the consent and approval of the Comptroller losses may be adjusted pro rata by the segregation of the ssets into groups represented by different series of stock. Previous stocks may be cancelled and new stock in various series is- sued in its place for each group of assets of old stock or for new invest- ment. When assets are segregated to it, each series shall hold and own such assets independently of other series and have no interest in nor obligation for the assets, debts, bur- dens, nor obligations of other series. Mutuality of like interests shall be maintained. 2 Fifth: Any payments, credits, divi- dends or earnings upon any shares of stock of a Building and Loan As- sociation, which shares have been pledged or assigned to it as security, for loans made by it, at the option of such Association, may be applied by it directyl to and credited upon the mortgage indebtedness or loan, or the interest thereon, or to any charges, costs or expenses which may accrue under the terms of any pledge of such shares or any mort- gage securing such indebtedness or dividends or earnings may be so ap- plied as and when they may be made loan: and such payments, credits, or may have accrued, or at other times. or from time to time at the discretion of such Association; and the time of reducing the amount of the principal of such mortgage in- debtedness or loan by reason of su application or payments, credits, div- idends or earnings, for the purpose of calculating interest thereon, shall be fixed by the By-laws of the As- sociation, or by resolution of the board of directors ixth: In the event any Associa- tion is compelled to or does reduce the dividends upon its stock below three percent per annum, then all payments on and all dividends or earnings credited to stock pledged in connection with loans shall be applied directly upon the respective loan for which such stock was pledged, provided, however, that the Association shall not be’ required to make such application unless and until the credits upon all of the stock pledged to secure the particu- lar loan equal the sum of One Hun- dred ($100.00) Dollars, or such oth- er sum less than One Hundred ($100.00) Dollars, as fixed by the by- laws or, the contract with the bor- rower of redducing the amount of the time of reducing the amount of the principal of such loa by reason of such application of payments, for the purpose of calculating inte est thereon, shall be fixed by the by-laws of the Association, or by resolution of the Board of Directors. In the event of liquidation of any Associaiton, whether voluntary or involuntary, all credits on stock pledged as security for loans shall be applied upon the particular loan and all further payments on loans for which such stock was pledged, shall be applied in direct reduction of the unpaid principal with inter- est at the rate fixed by laws where no_ special contract exists. Sec. 2. All laws and parts of laws in conflict herewith are hereby re- pealed. Sec. 3 This act shall take effect upon its passage and avproval by the Governor or upon its becoming a law without such approval. Approved by the Governor May 23, 19. CHAPTER. 19138 AN ACT, To Be Cited as the ‘Tural Electric Cooperative Act,” Operation and Management of Co- to Provide for the Organization, operative, Non-Profit, Membership Corporations, Referred to as _“Co- operatives,” ‘for the Purpose of En- aging in Rural Electrification by Supplying Energy and Promoting and Extending the Use Thereof in Rural Rural Areas; Prescribing the Powers of Such Cooperatives, the In- clusion of Certain Words’ in the Names Thereof, the Number and Character of the Incorporators, the Contents and Manner of Execution of the Articles of Incorporation and By-Laws Thereof, the Qualifications of Members, the’ Meetings of Such Members and the Voting Privileges Thereof, the Election of Boards of Trustees, the Meetings, Terms, Quor- um. Powers and Other Matters Re- lating Thereto, Provisions for Voting Districts. for ‘the Election of Trus- tees and Delegates, and Provisions Relating to the Appointment and Re- moval of Officers and Their Powers and Duties; Prescribing the Method of the Amendment of the Articles of Incorporation of Such Cooperatives and for the Consolidation and Mer- ger-Thereof and the Effect of Such Consolidation or Merger; Prescribing the Method of Conversion of Existing Corporations Into Such Coperatives; Prescribing for the Initiative of Members by Petition; Prescribing the Method of Dissolution of such Corporations Into Such Coopertaives ; od Filing Articles Thereof; Prescrib- ing for the Disposition of the Re nues of Such Cooperatives and for the Distribution of Patronage Re- funds: Prescribing for the Disposi- tion of the Property of Such Coop- eratives Under Certain Conditions, for the Non-Liability of Members for the Debts of Such Cooperatives, for the Recordation of Mortgages, Deeds of Trust and Other Instru- ments Executed Thereby, for Waiver of Notice Required by this Act and for Trustees, Officers or Members Serving as Notaries Public; Prescrib- ing for the Qualifications of Similar Foreign Corporations for the Trans- action of Business in This State Prescribing Certain Filing Fees: Prescribing an Annual License Fee to Be Paid by Such Cooperatives and Exempting Them from Excise ‘Taxes: Providing for the Exemption uch Cooperatives from Commis- sion Jurisdiction and from the Pro- visions of the Uniform Sale of Se- curities Act; Defining Certain Terms; Prescribing for the Liberal Construc- tion of This Act, the Separability of its Provisions and that the Terms Thereof Shall Be Controlling and Further Prescribing the Effective Date Thereof. Be It Enacted by the Legisiature of the State of Florida: Sec. 1. SHORT TITLE. This Act may be cited as the “Rural Electric Cooperative Act Sec. 2. PURPOSE. Cooperative, non-profit, membership corporations may be organized under this Act for the purpose of surolying electric energy and promoting and extending the use thereof in rural areas. Cor- porations organized under this Act and corporations which become sub- ject to this Act in the manner here- inafter prvoided are hereinafter re- ferred to as ‘‘cooperatives.” Sec. 3 POWERS. A cooperative shall have powei (a) To sue and be sued, in its cor- porate name; (b) To have perpetual existence; (c) To adopt a corporate seal and alter the same at pleasure; (dq) To generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and to dis- tribute, sell, supply, and dispose of electric energy in rural areas to its members, to governmental agencies and political subdivisions, and to oth- er persons not in excess of ten per centum (10%) of the number of its members; provided, however, that no cooperative shall distribute or sell any electricity, or electric energy to any person residing within any city or area which receiving adequate central service or who at the time of com- mencing such service, r serve, by a cooperative, is receiving adequate central station service from any utility agency, hicipally owned in ship or corportaion. To make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of. and otherwise to assist such person in, writing their prem- installing therein electric and plumbing fixtures, apnaratus and equipment of any and all kinds and character, and in cor- nection therewith, to purchase, ac- or offer to rivately or mu- vidual partner- appliances, and repair such electric and plumb- ing fixturees, appliances, and equipment, and to accept other- wise acquire, and to sell, cate and otherwise di bonds and other evidences of and all types se Of notes, of security therefore; To make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise such persons in, constructing, main- taining and operating electric’ refrig- eration plants; (g) To become a member in one or more other cooperatives or cor- porations or to own stock therein; To construct, purchase, take, e lessee, or 'other- wise acquire, and to own, hold, use, equip, maintain, and operate, and to lease as lessor, or otherwise dispose of or encumber, electric transmission and distribution lines or systems, electric generating plants, ation plants, lands, buildings, struc- dams, plants and equipment, kinds and classes of real or personal property whatso- ever, which shall be deemed _neces- or appropriate purpose for electric refriger- accomplish the cooperative To purchase or otherwise ac- and to own, hold, us and. to sell, cate, or otherwise cumber, franchise, dispose of or en- rights, privileges, To borrow money and other- indebtedness, dences of indebtedness therefor, and to secure the payment thereof by mortgage, pledge deed of trust, or any other encumbrance upon or all of its then owned or after- acquired real or personal revenues or To construct, maintain and transmission distribution lines along. upon, under and across all public thoroughfares, limitation , bridges and causeways, and upon, under and across all publicly owned subject, however, ni to the re- quirements respect of the thoroughfares and that are imposed by the respective authorities having jurisdiction there- corporations operating electric and distribution lines or systems To exercise the power of emi- nent domain in the manner provided he laws of this exercise of that power by corpora- tions constructing or operating elec- ric transmission and distribution lines or systems; | To conduct its business and exercise any or all within or without this State: (2) To adopt, amend and repeal transmission its powers To do and perform any and all other acts and things, have and exercise any and’ all other : which may be necessary, convenient or appropriate to accom: plish the purpose for which the co- is_ organized, The name of each include the words ‘Cooperative’ operative shall the abbreviation € limitation shall apply if, in an affidavit made by the president or vice-president of a co- operative and filed with the Secre- tary of State, the cooperative desires to transact business in another State and is pre- cluded therefrom by reason of its The name of a cooperative shall distinguish it from the name coporation organized or authorized to transact business in, this State. The words ‘Electric’ and “Coopera- tive” shall not both be used in the name of any corporation organized under the laws of, or authorized to transact in, this State, except a co- operative or a corporation transact- ing business in this State pursuant to_the provisiions of this Act. INCORPORATORS. ural persons or two or a organize a in the manner herein- appear that more cooperatives, cooperative after provided. Sec. 5 ARTICLES OF INCORPO- The articles of incorporation of a cooperative shall recite in the caption that they are executed pur- suant to thi incorporators, name of the coope: The address of its princ (3) The names and addre: incorporators ; The names and addresses of ‘the persons who shall constitute its first board of truste and (3) any provisions not inconsis- tent with this Act deemed necessary or advisable for the conduct of its and affairs. be necessary to set forth in the Ar- les of incorporation of a coopera- tive the purpose for which it is or- ny of the corporate powers vested in a cooperative under powers vested in a cooperative un- der this Act. (b) Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this 7 BY-LAWS. by - laws of a Cooperative and the first by-laws for a corporation after the effective date of the conversion thereof into a cooperative, pursuant to section 16 of this Act, shall its board of trus Thereafter by-laws shall be adopted, amended or repealed by its members. jaws shall set forth the rights and duties of members and trustees contain other provisions for the regulation and management of the affairs of the cooperative not ent wtih this its articles of incorporation. Sec. 8. MEMBERS. No person who is not an in- corporator shall become a member of a cooperative unless such person | agree to use electric energy furnished by the cooperative when such electric energy shall be avail- able through its facilities. laws of a copoerative may provide that any person, including an incor- porator, shall cease to be a member thereof if he shall fail or refuse to electric energy made available the cooperative or energy shall not be made available to such person by the cooperative with a specified time after such per- son shall have become a member thereof. Membership in the coopera- tive shall not be transferable, except as provided in the by-laws. laws may prescribe additional qual- ifications and limitations in respect to membership. (b) An annual meeting of the mem- bers shall be held at such time as shall be provided in the by-laws, Special meeting of the mem- bers may be called by the board of trustees, by any three trustees. not less than ten per centum (10%) adopted by Act or with if electric of the members, or by the president. (d) Meetings of members shall be held at such place as may be pro- vided in the by-laws. In the ab- sence of any such provisions, all Meetings shall be held in the city or town in whcih the princinet office of the cooperative is located. fe) Except as hereinafter other- wise provided, written or printed no- tice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called. shall be given to each member. either personally or by mail, not less than ten (10) nor more than twenty-five (25) days be- fore the date of the meeting. (f) Five per centum (5%) of all members, present in person, shall constitute a quorum for the transac- tion of business at all meetings of the members, unless the by-laws pre- scribe the presence of a greater per- centage of the members for a quor- um. If less than a quorum is pres- ent at any meeting, a majority of those present in person may adjourn the meeting from time to time with- out further notice. (g) Each member shall be entitled to one vote on each matter submit- ted to a vote at a meeting. Voting shall be in person, but, if the by- laws so provide, may also be by proxy or by mail, or both. If the by- laws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. In any event, no person shall vote as proxy for more than three (3) members at any meeting of the members. Sec. 9. BOARD OF TRUSTEES. (a) The business and affairs of a cooperative shall be managed by a board of not less than five (5) trus- tees, each of whom shall be a mem- ber of the cooperative or of another cooperative which shall be a mem- ber thereof. The by-laws shall pr: scribe the number of trustees, their qualifications, other than those pro- vided for in this Act, the manner of holding meetings of the board of trustees and of the election of suc: cessors to trustees who shall resign, die. or otherwise be incapable of acting. The by-laws mav also pro- vide for the removal of trustees from office and for the election of their successors. Without approval of the members, trustees shall not receive any salaries for their serv- ices as trustees and, except in emer- gencies, shall not be employed by the cooperative in any capacity in- volving compensati The by-laws may, however, provide that a fixed fee and expenses of atendance, if any, may be allowed to each trus- tee for attendance at each meeting of the board of trustees. (b) The trustees of a cooperative named in any articles of incorpora- tion, consolidation, merger or con- version. as the case may be. shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each an- nual meeting or, in case of failure to hold the annual meeting as speci- fied in the by-laws, at a special meet- ing called for that purpose, the mem- bers shall elect trustees to hold office until the next folowing annual meet- ing of the members, except as here- inafter otherwise provided. Each trustee shall hold office for the term for which he is elected or un- til his successor shall have been elected and qualified. {c) The by-laws may provide that, in lien of electing the whole num- ber of trustees annually, the trus- tees shall be divided into two classes at the first or any subsequent an- nual meeting. each class to be as nearly equal in number as possible, with the term of office of the trus- tees of the first class to expire at the next succeeding annual meet- ing and the term of the second class to expire at the second succeeding annual meeting. At each annual meeting after such classification a number of trustees equal to the number of the class whose term ex -pires at the time of such meeting shall be elected to hold office until the second annual meeting. (dq) A maiority of the board of trustees shall constitute a quorum. (e) If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a trustee. (f) The board of trusees may ex- ercise all the all of the powers of a copoerative except such as are con- ferred upon the members by this Act, or its articles of incorporation or by-laws. Sec. 10. VOTING DISTRICTS. Notwithstanding any other provision of this Act, the by-laws may pro- vide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that. in respect of each such voting district, (1) a designated number of trustees shall be elected by the mem- bers residing therein, or (2) a desig- nated number of delegates shall be elected by such members or (3) both such trustees and delegates shall be elected by such members. In any such case the by-laws shall prescribe the manner in which such voting districts and the members thereof, and the delegates and trus- tees. if any, elected therefrom shall function and the powers of the dele- gates, which may include the power to elect trustees. No member at any voting district meeting and no dele- gates at any meeting shall vote by proxy or by mail. Sec. 11. OFFICERS.—The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices of secretary and of treas- urer may be held by the same per- son. The board of trustees may also elect or appoint such other of- ficers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof: Any ouicer may bi removed from office and his succe: sor elected in the manner prescribed in the by-laws. Sec. 12. AMENDMENT OF AR- TICLES OF INCORPORATION.— (a) A cooperative may amend its articles of incorporation by comply- ing with the following requirements: (1) The proposed amendment shall first be approved by the board of trustees and shall then be submitted to a vote of the members at any an- nual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein. shall be deemed to be ap- proved on the affirmative vote of not less than two-thirds of those members voting thereon at such meeting; and (2) Upon such approval the ™members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed there- to and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this Act and shall state (a) the name of the cooperative; (b) the address of its principal of- fice: (c) the date of the filing of its articles of incorporation in the office of the Secretary of State; and (d) the amendment to its articles of in- corporation. The president or vice- president executing such articles of amendment shall also make and an- nex thereto an affidayit stating that the provisions of section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this Act. (b) A cooperative may, without amending its articles of inc ra- tion, upon authorization of its of trustees, change the location of its principal office by filing a certif- icate of change of principal office executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of the Secretary of State and also in each county office in which its articles of incorporation or any prior certificate of change of prin- cipal office of such cooperative has been filed. Such cooperative shall also, within “thirty (30) days after the filing of such certificate of change of principal office m4 county office, file therein certii copies of its articles of incorporation and all amendments theretd, if the same are not already on file therein. Sec. 13. CONSOLIDATION. — Any two or more cooperatives, each of which is hereinafter designated a “consolidating cooperative,” may consolidate into a new cooperative, hereinafter designated the ‘‘new co- operative,” by complying with the following requirements: (a) The proj ition for the con- solidation of the consolidating co- operatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be the first approved by the board of trus- tees of each consolidating coopera- ti The proposed articles of con- solidation shall recite in the caption that they are executed pursuant to this Act and shall state: (1) the name of each consolidating coopera- ive. the address of its principal of- fice. and the date of the filing of its articles of incorporation in the office of the Secretary of State; (2) the name of the new coopera- tive and the address of its principal office; (3) the names and addresses of the persons who shail constitute the first board of trustees of the new coperative; (4) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting membership in each consolidating cooperative into memberships in the new cooperative and the issuance of eertificates of membership in respect of such con- verted memberships; and provisions not inconsistent with this Act deemed necessary or advisable for the conduct of the business and affairs of the new cooperative; (b) The proposition for the consolidation of the consolidating cooperatives in- to the new coopeerative and the proposed articles of consolidation ap- proved by the board of trustees of each consolidating cooperative shall then be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full partic- ulars concerning the proposed con- solidation. The proposed consolida- tion and the proposed articles of con- solidation shall be deemed to be ap- ‘proved upon the affirmative vote of not less than two-thirds of those members of each consolidating coop- erative voting thereon at such meet- ing; and (c) Upon such approval by the members of the respective con- solidating cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating co- operative by its president or vice- president and its seal shall be af- fixed thereto and attested by its secretary. The president or vice- president of each consolidating co- operative executing such articles of consolidation shall also make and an- nex thereto an affidavit stating that the provisions of this section were duly compiled with by such coopera- tive. Such articles of consolidation and affidavits shall be submitted to the Secr@tary of State for filing as_ provided in this Act. Sec. 14. MERGER.—Any one or more cooperatives, each of which is hereinafter designated a ‘‘merging cooperative,” may merge into an- other cooperative, hereinafter desig- nated the “surviving cooperative,” by complying with the following re- quirement: (a) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merg- ing cooperative and by the board of trustees of the surviving coopera- tive. The proposed articles of mer- ger shall recite in the caption that they are executed pursuant to this Act and shall state: (1) the name of each merging cooperative, the ad- dress of its principal office, the date of the filing of its articles of incor- portaion in the office of the Secretary of State: (2) the namc of the surviving co- operative and the address of its prin- cipal office; (3) a statement that the merging cooperatives elect to be merged into the surviving coopera- tive; (4) the names and addresses of the persons who shall constitute the board of trustees of the surviving cooperative until the next following annual meeting of the members thereof: (5) the terms and condi- tions of the merger and the mode of carrying the same into effect, in- cluding the manner and basis of con- verting the memberships in the mer- ging cooperative or cooperatives in- to memberships in the surviving co- operative and the issuance of certif- icates of membership in respect of such converted membershi and (6) any provisions not inconsistent with this Act deemed necessary or ad- visable for the conduct of the busi- ness and affidavits of the surviving cooperatives; (b) the proposition for the merger of the merging coopera- tives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, par- ties to the proposed merger, shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof. the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be ap- proved upon the affirmative vote of not less than two-thirds of those members of each cooperative voting thereon at such meeting; and (ce) Upon such approval by the members of the respective coopera- tives. parties to the proposed merger, articles of merger in the form ap- proved shall be executed and ac- knowledged on behalf pf each such copoerative by its presflent or vice- president and its seal shall be affixed thereto and attested by its secre- tary. The president or vice-presi- dent of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be sub- mitted to the Secretary of State for filing as provided in this Act Sec. 15. EFFECT OF CONSOLI- DATION OR MERGER.—The effect of consolidation or merger shall be as follows: (a) The several cooperatives, par- ties to the consolidation or mérger, shall be a single cooperative, which. in the case of a consolidation, shali be the new copoerative provided for in the articles of consolidation, and, in the case of a merger, shall be that cooperative designed in the ar- ticles of merger ag the surviving co- operative. and the separate existence of all cooperatives, parties to the consolidation or merger. except the new or surviving cooperative, shall c5ase: Such new or surviving coop- e shall have all the rights, privileges, immunities. and powers and shall be subject to all the du- ties and liabiliites of a cooperative organized under the provisions of this Act. and shall possess all the rights. . privileges, immunities, and franchises. as weil of a public’ as of a private nature, and all property, real and personal, applications for membership, all debts due on what- ever account. and all other choses in action, of each of the consolidat- ing or merging or merging coopera- ttives. and furthermore ail and e ery interest of, or belonging or due to. each of the cooperatives so con- solidating or merging cooveratives, and furthermore all and every in- terest of. or belonging or due to. each of the cooperatives so consoli- dated or merged, shall be taken and deemed to be transferred to and vested in such new or surviving co- operative without further act or deed: and the title to any real es' or any interest therein, under the laws of this State vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger; (c) Such new or surviving coopera- tive shall thenceforth be responsi- ble and liable for all of the liabiliti and obligations of each of the coop- eratives so consolidated or merged, and any claim existing, or actic or proceeding impending, by or a ainst any of such cooperatives may be prosecuted as if such consolida- tion or merger had not taken place, but such new or surviving coopera- tive may be substituted in its place; (d) Neither the rights of creditors nor any liens upon the propetry of any of such cooperatives shall be impaired by such consolidation or merger; and (e) In the case of a consolidation the articles of consolidation shall be deemed to be the articles of incor- poration of the new cooperative; and the case of a merger, the article of incorporation of the surviving co- operative shall be deemed to be am- ended to the extent. if any, that chanves therein are provided for in the articles of merger. Sec. 16. CONVERSION OF EX- ISTING CORPORATIONS Any corporation organized under the laws of this State for the purpose, among others, of supplying electric energy in rural areas may be con- verted into a cooperative and become subject to this Act with the same effect as if originally organized un- der this Act by complying with the following requirements (a) The proposition for the con- version of such corporation into cooperative and proposed article conversion to give effect thereto shail be first approved by the board trustees or the board of directors the case may be, of such corpora tion. The proposed articles of con- version shall recite in the caption that they are executed pursuant wo this Act and shall state: (1) th name of the corporation prior to its conversion into a cooperative :, (2) the address of the principal oflice < such corporatoin; (3) the date of the filing of the articles of incorpo- ration of such corporation in the of- fice of the Secretary of State; () the statute or statutes under which such corporation was organized; (5) the name assumed by such cor- poration; (6) a statement that such corporation elects to become a coop- erative, non-profit, membership co poration subject to this Act; (7) th names and _ addres: of the per- sons who shall constitute the board of trustees of such corporation af- ter the completion of the conversion thereof until the next following an- nual meeting of its members; (5) the manner and basis of converting either memberships in or shai t stock of such corporation into mem berships therein after completion of the conversion; and (9) any provis- ions not inconsistent with this Act deemed necessary or advisable for the conduct of the business and af- fairs of such corporatio (b) The proposition for the con- version of such conoration into a cooperative and the proposed art:cle of conversion approved by the boar of trustees or board of directo; the case may be, of such corpo shall then be submitted to a vote of the members or stockholders, as the case may be. of such corporation at any duly held annua special meeting thereof, the notic which shall set forth full ars con- cerning the . proposed conversion. The proposition for the conversion of such corporation into a coopera- tive and the pronosed articles of conversion, with such amendments thereto as the members or stockhold- ers of such corporation shall choos: to make, shall be deemed to be proved upon the affirmative vot not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, upon the affirmative vote of the hold- ers of not less tha: two-thirds of the capital sotck of such corpora tion represented at such meeting (c) Upon such approval by the mmebers or stockholders of such c poration, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such cor- poration by its president or vice- president and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice- president executing such articles of conversion on behalf of such corpo- ration shail also make and annex thereto an affidavit stating that tne provisions of this section with re spect to the approval of its trustee or directors and its members stockholders. of the proposition (or the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of Stgte for filing as provided in this Act. The term “ar. ticles of incorporation” as used in this Act shall be deemed to include the articles of conversion of a con- verted corporation Sec. 17. INITIATIVE BY ME: BERS.—Notwithstanding any other provision of this Act, any prope tion embodied in petition si by not less than ten per centum (10%) of the members of a coopera- tive, together with any document submitted with such petition to give effect to the proposition, shall be submitted to the members of a co- onerative, either at a special mectiny; of the members held within forty- five (45) days after the presentation of such petition or, if the date of the next annual meeting of members falis within ninety (90) days mtation or if the petit . at such annual m The approval of the board of trustees shal] not be required in re spect of any proposition or do: submitted to the members purs’ to this section and approved by them; but such proposition or document shall be subject to all other app! able provisions of this Act. Any af- fidavit or affidavits required to be filed with any such document pur- suant to applicable provisions of this Act shall, in such case, be modified to show compliance with the pro- visions of this ‘section. Sec. 18. DISSOLUTION.—(a) cooperative which ~has not co menced business may dissolve vol- untarily by delivering to the Secre- tary of State articles of dissolution, executed and acknowledged on be- half of the copoerative by a majority of the incorporators, which shail state: (1) The name of the coop- erative; (2) The address of its principal office; (3) The date of its incorporation; (4) That the coopera- tive hag not commenced business; (5) That the amount, if any, actual- ly paid in on account of member- ship fees, less any part thereof dis- bursed for necessary expenses, has been returned to those entitled the: to and that all easements shali have been released to the grantors; (6) That no debt of the ‘ative re- mains unpaid: and (7) That a ma- jority of the incorporators elect that the cooperative be dissolved. Such articles of dissolution shall be sub- mitted to the Secretary of State for filing as provided in this Act: (b) A cooperative which has com- uprits affai following manner; (1) The Moara cf trustees shall first recommend the cooperative be dissolved Toler