New York Rural Electric Cooperative Law Article 2 - PURPOSE; ORGANIZATION AND MANAGEMENT; POWERS

• 10 - Purpose.
  Cooperative, non-profit, membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof in...
• 11 - Incorporators.
  Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.
• 12 - Name.
  The name of a cooperative shall include the words "Electric" and "Cooperative," and the abbreviation "Inc.," and shall be distinct from the name of any...
• 13 - Articles of Incorporation.
  Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state: (1) the name of the cooperative;...
• 14 - Powers.
  A cooperative shall have power: (a) To sue and be sued in its corporate name; (b) To have perpetual existence; (c) To adopt a corporate...
• 15 - By-Laws.
  The board of directors shall adopt the first by-laws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members...
• 16 - Members.
  Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to...
• 17 - Meetings of Members.
  (a) 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....
• 18 - Waiver of Notice.
  Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall...
• 19 - Board of Directors.
  (a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member...
• 20 - Districts.
  The by-laws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any...
• 21 - 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...
• 22 - Liability of Directors in Certain Cases.
  (a) Directors of a cooperative who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the...
• 23 - Action Against Directors and Officers for Misconduct.
  (a) An action may be brought against one or more directors or officers of a cooperative to procure a judgment for the following relief: (1)...
• 24 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
  The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which...
• 25 - Authorization for Indemnification of Directors and Officers.
  (a) A cooperative may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or...
• 26 - Payment of Indemnification Other Than by Court Award.
  (a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the...
• 27 - Indemnification of Directors and Officers by a Court.
  (a) Notwithstanding the failure of a cooperative to provide indemnification, and despite any contrary resolution of the board or of the members in the specific...
• 28 - Other Provisions Affecting Indemnification of Directors and Officers.
  (a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision (c) of section twenty-six...
• 29 - Insurance for Indemnification of Directors and Officers.
  (a) Subject to subdivision (b) of this section, a cooperative shall have power to purchase and maintain insurance: (1) to indemnify the cooperative for any...

Last modified: February 3, 2019