Texas Utilities Code Title 4, Chapter 162 - Telephone Cooperative Corporations

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 162.001 - Short Title
  This chapter may be cited as the Telephone Cooperative Act. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
• Texas Section 162.002 - Purpose
  A cooperative, nonprofit corporation may be organized under this chapter to furnish communication service to the widest practicable number of users of that service. Acts...
• Texas Section 162.003 - Definitions
  In this chapter: (1) "Board" means the board of directors of a telephone cooperative. (2) "Communication service" means: (A) the transmission or reception of information,...
• Texas Section 162.004 - Certain Corporate Names Prohibited
  A corporation organized under the laws of this state or authorized to do business in this state may not use the words "telephone cooperative" in...
• Texas Section 162.005 - Effect Of Recording Certain Mortgages Executed By Telephone Cooperatives
  (a) An instrument executed by a telephone cooperative or a foreign corporation doing business in this state under this chapter that affects real and personal...

SUBCHAPTER B CREATION AND OPERATION OF TELEPHONE COOPERATIVES

• Texas Section 162.006 - Construction Standards
  A telephone cooperative that constructs communication lines or facilities must at a minimum comply with the standards of the National Electrical Safety Code in effect...
• Texas Section 162.051 - Incorporators
  (a) Three or more individuals may act as incorporators of a telephone cooperative by executing articles of incorporation as provided by this chapter. (b) An...
• Texas Section 162.052 - Duration Of Corporation
  A telephone cooperative may be created as a perpetual corporation. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.
• Texas Section 162.053 - Name Of Telephone Cooperative
  The name of a telephone cooperative must: (1) include the words "telephone" and "cooperative" and the abbreviation "Inc."; and (2) be distinct from the name...
• Texas Section 162.054 - Articles Of Incorporation
  (a) The articles of incorporation of a telephone cooperative must: (1) state that the articles are executed under this chapter; (2) be signed by each...
• Texas Section 162.055 - Filing And Recording Of Articles Of Incorporation
  (a) The secretary of state shall receive articles of incorporation of a telephone cooperative if the incorporators of the cooperative: (1) apply for filing the...
• Texas Section 162.056 - Revival Of Articles Of Incorporation
  (a) If the articles of incorporation of a telephone cooperative expire by limitation, the cooperative, with the consent of a majority of its members, may...
• Texas Section 162.057 - Organizational Meeting
  (a) After the certificate of incorporation is issued, the incorporators of a telephone cooperative shall meet to adopt bylaws, elect officers, and transact other business...
• Texas Section 162.058 - Perfecting Defectively Organized Corporations
  (a) A telephone cooperative that files defective articles of incorporation or fails to take an action necessary to perfect its corporate organization may: (1) file...
• Texas Section 162.059 - Nonprofit Operation
  (a) A telephone cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. (b) A cooperative's bylaws and...
• Texas Section 162.060 - Members Not Liable For Debts Of Telephone Cooperative
  A member is not liable for a debt of a telephone cooperative, and the member's property is not subject to execution for that debt. Acts...
• Texas Section 162.061 - License Fee
  Not later than July 1 of each year, each telephone cooperative doing business in this state shall pay to the secretary of state a fee...
• Texas Section 162.062 - Exemption From Excise Taxes
  A telephone cooperative doing business in this state is exempt from all excise taxes but is exempt from the franchise tax imposed by Chapter 171,...
• Texas Section 162.063 - Exemption From Application Of Securities Act
  The Securities Act (Article 581-1 et seq., Vernon's Texas Civil Statutes) does not apply to: (1) a note, bond, or other evidence of indebtedness issued...
• Texas Section 162.064 - Bylaws
  (a) The board shall adopt the initial bylaws of a telephone cooperative to be adopted following: (1) an incorporation; (2) a consolidation; or (3) an...
• Texas Section 162.065 - Membership
  (a) Each incorporator of a telephone cooperative is a member of the cooperative. A person other than an incorporator may become a member of a...
• Texas Section 162.066 - Patrons
  (a) A member is a patron of a telephone cooperative if the member purchases local telecommunications service or toll telecommunications service or pays end user...
• Texas Section 162.067 - Meetings Of Members
  (a) A telephone cooperative shall hold an annual meeting of members at the time and place provided by the bylaws. Failure to hold the annual...
• Texas Section 162.068 - Notice Of Members' Meeting
  (a) Except as otherwise provided by this chapter, written notice of each meeting of the members shall be given to each member, either personally or...
• Texas Section 162.069 - Waiver Of Notice
  A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. If a person entitled to notice...
• Texas Section 162.070 - Members' Meeting: Quorum And Voting
  (a) Unless the bylaws prescribe a greater percentage or number of members for a quorum, a quorum at a meeting of the members of a...
• Texas Section 162.071 - Board Of Directors
  (a) A board of at least five directors shall manage the business of a telephone cooperative. Each director must be a member of the cooperative....
• Texas Section 162.072 - Election Of Directors; Terms
  (a) The incorporators of a telephone cooperative named in the articles of incorporation shall serve as directors and hold office until the first annual meeting...
• Texas Section 162.073 - Compensation Of Directors
  (a) A director may not receive a salary for services as a director. Except in an emergency, a director may not receive a salary for...
• Texas Section 162.074 - Insurance For Directors
  A telephone cooperative may provide liability, accident, life, and health insurance coverage for a director who chooses to have that coverage. Acts 1997, 75th Leg.,...
• Texas Section 162.075 - Board Meetings; Quorum
  (a) The bylaws shall prescribe the manner of holding board meetings. (b) A majority of the directors is a quorum. Acts 1997, 75th Leg., ch....
• Texas Section 162.076 - Districts
  (a) The bylaws may provide for the territory served or to be served by a telephone cooperative to be divided into two or more districts...
• Texas Section 162.077 - Officers, Agents, And Employees
  (a) The board of a telephone cooperative shall annually elect from the board's membership a president, a vice president, a secretary, and a treasurer. (b)...
• Texas Section 162.078 - Executive Committee
  (a) The bylaws of a telephone cooperative may authorize the board to elect an executive committee from the board's membership. (b) The board may delegate...
• Texas Section 162.079 - Indemnification
  Article 2.22A, Texas Non-Profit Corporation Act (Article 1396-2.22A, Vernon's Texas Civil Statutes), applies to a telephone cooperative in the same manner as if the cooperative...
• Texas Section 162.080 - Change Of Location Of Principal Office
  (a) A telephone cooperative may, with the authorization of the board or the members, change the location of its principal office by filing a certificate...
• Texas Section 162.081 - Director, Officer, Or Member Acting As Notary
  A person who is an officer, director, or member of a telephone cooperative and who is authorized to take acknowledgments under state law is not...

SUBCHAPTER C POWERS OF TELEPHONE COOPERATIVE

• Texas Section 162.082 - Applicability To Corporations Organized Under Other Law
  A cooperative or nonprofit corporation or association organized under any other law of this state for the purpose of furnishing communication service may, by a...
• Texas Section 162.121 - General Powers
  A telephone cooperative may: (1) sue and be sued in its corporate name; (2) adopt and alter a corporate seal and use the seal or...
• Texas Section 162.122 - Powers Relating To Provision Of Communication Service
  (a) A telephone cooperative may: (1) furnish and improve communication service to its members, to governmental agencies and political subdivisions, to any number of subscribers...
• Texas Section 162.123 - Connection And Interconnection Of Facilities
  A telephone cooperative doing business in this state may require a person furnishing communication service to the public in this state to interconnect that person's...
• Texas Section 162.124 - Eminent Domain
  A telephone cooperative may exercise the power of eminent domain in the manner provided by state law for the exercise of that power by other...
• Texas Section 162.125 - Encumbrance And Disposition Of Property Without Members' Authorization
  (a) The board of a telephone cooperative may, without authorization of the members, authorize the execution and delivery of a mortgage or deed of trust...

SUBCHAPTER D AMENDMENT OF ARTICLES OF INCORPORATION

• Texas Section 162.126 - Encumbrance, Lease, And Disposition Of Property With Members' Authorization
  (a) Except as provided by Section 162.125, a telephone cooperative may not dispose of, lease, or encumber all or a major portion of its property...
• Texas Section 162.151 - Amendment Of Articles Of Incorporation
  A telephone cooperative may amend its articles of incorporation in accordance with this subchapter. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1,
• Texas Section 162.152 - Presentation And Approval Of Proposed Amendment
  (a) A proposed amendment to the articles of incorporation must be presented to a meeting of the members. The notice of the meeting must state...
• Texas Section 162.153 - Articles Of Amendment
  (a) The president or vice president, on behalf of the telephone cooperative, shall execute and acknowledge the approved articles of amendment. The cooperative's seal must...

SUBCHAPTER E CONSOLIDATION OR MERGER OF TELEPHONE COOPERATIVES

• Texas Section 162.154 - Filing Of Articles Of Amendment
  (a) Articles of amendment shall be filed with the secretary of state in the same manner as the original articles of incorporation. (b) The secretary...
• Texas Section 162.201 - Consolidation
  (a) Two or more telephone cooperatives may enter into an agreement to consolidate the cooperatives. The agreement must state: (1) the terms of the consolidation;...
• Texas Section 162.202 - Articles Of Consolidation
  (a) The articles of consolidation must: (1) conform substantially to original articles of incorporation of a telephone cooperative; and (2) be executed, acknowledged, filed, and...
• Texas Section 162.203 - Merger
  (a) One or more telephone cooperatives may merge into another cooperative as provided by this section and Section 162.204. (b) The proposition for the merger...
• Texas Section 162.204 - Articles Of Merger
  (a) The president or vice president of each telephone cooperative, on behalf of the telephone cooperative, shall execute and acknowledge the approved articles of merger....

SUBCHAPTER F CONVERSION OF CORPORATION INTO TELEPHONE COOPERATIVE

• Texas Section 162.205 - Effect Of Consolidation Or Merger
  (a) In a consolidation the existence of each telephone cooperative ceases and the articles of consolidation are considered to be the articles of incorporation of...
• Texas Section 162.251 - Conversion Of Corporation Into Telephone Cooperative
  (a) A corporation organized under the laws of this state that furnishes or is authorized to furnish communication service may be converted into a telephone...
• Texas Section 162.252 - Articles Of Conversion
  (a) The president or vice president, on behalf of the corporation, shall execute and acknowledge the approved articles of conversion. The corporation's seal must be...
• Texas Section 162.253 - Consolidation And Conversion Of Corporations Into Telephone Cooperative
  (a) Two or more corporations organized under the laws of this state that furnish or are authorized to furnish communication service may, if otherwise permitted...

SUBCHAPTER G DISSOLUTION

• Texas Section 162.254 - Articles Of Consolidation And Conversion
  (a) The approved articles of consolidation and conversion: (1) shall be executed, acknowledged, and sealed as prescribed by Section 162.252 and by the law under...
• Texas Section 162.301 - Dissolution
  (a) A telephone cooperative may be dissolved by a two-thirds vote of all the members of the cooperative. The vote must be taken at a...
• Texas Section 162.302 - Existence Following Dissolution
  (a) A dissolved telephone cooperative continues to exist to: (1) satisfy existing liabilities or obligations; (2) collect or liquidate its assets; and (3) take any...
• Texas Section 162.303 - Distribution Of Net Assets On Dissolution
  Assets of a dissolved telephone cooperative that remain after all liabilities or obligations of the cooperative have been satisfied shall be distributed as follows: (1)...
• Texas Section 162.304 - Dissolution Of Defectively Incorporated Telephone Cooperative
  (a) A telephone cooperative that purports to have been incorporated or reincorporated under this chapter but that has not complied with a requirement for legal...

Last modified: September 28, 2016