Membership Bylaws - Article VIII
Disposition of Property
SECTION 8.1
Disposition of Property.
(a) Not inconsistently
with Missouri Revised Statutes, Section 394.180 and subsection
(b) hereof,
the Cooperative may, at a duly held meeting of the members, authorize the sale,
lease, lease-sale, exchange, transfer or other disposition of all or a substantial
portion of the Cooperative's properties and assets only upon the affirmative votes
of two-thirds (2/3) of the then-total members of the Cooperative; however, the Board
of Directors, without authorization by the members, shall have the full power and
authority
(1) to borrow
moneys from any source and in such amounts as the Board may from time to time determine,
(2) to mortgage
or otherwise pledge or encumber any or all of the Cooperative's properties or assets
as security therefor, and
(3) to sell,
lease, lease-sell, exchange, transfer or otherwise dispose of property no longer
necessary or useful for the operation of the Cooperative's properties and assets."Substantial
portion" means ten (10%) percent or more of the Cooperative's total assets as reflected
on its books at the time of the transaction.
(c) Supplementary
to the first sentence of the foregoing subsection (a) and any other applicable provisions
of law or these bylaws, no sale, lease, lease-sale, exchange, transfer or other
disposition of all or any substantial portion of the Cooperative's properties and
assets shall be authorized except in conformity with the following:
(1) If the Board
of Directors look with favor upon any proposal for such sale, lease, lease-sale,
exchange, transfer or other disposition, it shall first cause three (3) independent,
non-affiliated appraisers, expert in such matters, to render their individual opinions
as to the value of the Cooperative with respect to such a sale, lease, lease-sale,
exchange, transfer or other disposition and as to any other terms and conditions
which should be considered.The three (3) such appraisers shall be designated by
a Circuit Court Presiding Judge for the 30th Judicial District in Missouri.
If such judge refuses to make such designations, they shall be made by the
Board of Directors.
(2) If the Board
of Directors, after receiving such appraisals (and other terms and conditions which
are submitted, if any), determines that the proposal should be submitted for consideration
by the members, it shall first give every other electric cooperative corporately
sited and operating in Missouri (which has not made such and offer for such sale,
lease, lease-sale, exchange, transfer or other disposition) an opportunity to submit
competing proposals.Such opportunity shall be in the form of a written notice to
such electric cooperatives, which notice shall be attached to a copy of the proposal
which the Cooperative has already received and copies of the respective reports
of the three(3) appraisers.Such electric cooperatives shall be given not less than
thirty (30) days during which to submit competing proposals, and the actual minimum
period within which proposals are to be submitted shall be stated in the written
notice given to them.
(3) If the Board
then determines that favorable consideration should be given to the initial or any
subsequent proposal which has been submitted to it, it shall so notify the members
not less than sixty (60) days before noticing a special meeting of the members thereon
or, if such be the case, the next annual member meeting, expressing in detail each
of any such proposals, and shall call a special meeting of the members for consideration
thereof and action thereon, which meeting shall be held not less than ten (10) days
nor more than twenty-five (25) days after the giving of notice thereof to the members;
PROVIDED, that consideration and action by the members may be given at the next
annual member meeting if the Board so determines and if such annual meeting is held
not less than ten (10) days nor more than twenty-five (25) days after the giving
of notice of such meeting.
(4) Any fifty
(50) or more members, by so petitioning the Board not less than thirty (30) days
prior to the date of such special or annual meeting, may cause the Cooperative,
with the cost to be borne by the Cooperative, to mail to all members any opposing
or alternative positions which they may have to the proposals that have been submitted
or any recommendations that the Board has made.
The provisions of subsection (b & c) shall not apply to a sale, lease, lease-sale,
exchange, transfer or other disposition to one or more other electric cooperatives
if the substantive or actual legal effect thereof is to merge or consolidate with
such other one or more electric cooperatives.No proposal to sell or transfer all
or a substantial part of the assets of the Cooperative shall be submitted to a vote
of the membership unless such proposal is approved by the Cooperative's Board of
Directors as provided in this bylaw.