Page 29 - Member Handbook

as as fully as as though each Patron had individually signed a a a a a a a a a a a separate instrument containing such terms and provisions (b) Capital Credits are not securities under state or federal Law (c) The Patron’s right to Capital Credits vests accrues becomes becomes redeemable and becomes becomes payable only upon the cooperative retiring the Capital Credits and (d) As required by Law each Patron will report and pay the appropriate entity any tax or or or similar amount on on allocated or or or retried
Capital Credits Section 8 5 NON-MEMBER PATRONS As a a a a a a condition of of using any services or products of of the Cooperative and except as otherwise provided by the the the the Board: (1) to the the the the same extent as as a a a a a a a a a a a a a Member Member Member a a a a a a a a a a a a a Patron Patron who is is not a a a a a a a a a a a a a Member Member Member (“Non-Member Patron”) must abide by by and and be be bound to the the duties obligations liabilities and and responsibilities imposed by by the the Governing Documents upon Members and (2) a a a a a a Non-Member Patron has none of the the the the rights rights granted by the the the the Governing Documents to to Members other than the the the the rights rights to to be be be allocated Capital Capital Credits Credits and be paid retired Capital Capital Credits Credits ARTICLE 9 – PROPERTY Section 9 1 DISPOSITION OF PROPERTY The Cooperative may not sell lease or or otherwise dispose of of all all all or or substantially all all all of of its its property not in in the the the usual and regular course of its its business unless such sale lease or other disposition is is (a) recommended to the the the Members by by a a a a a a a a two thirds majority vote vote of of the the Directors and (b) authorized at at a a a a a a a a Member Member Meeting by by the the affirmative vote vote of of not less than two-thirds of of of all all the the the the Members of of of the the the the Cooperative and unless the the the the notice of of of such proposed sale lease or other disposition shall have been contained in in in the the the the notice of the the the the Member Member Meeting provided however the the the the Board without authorization by the the the the Members shall have full power and and authority to authorize the execution and and delivery of of a a a a a a a a a mortgage mortgage or or or or or or or mortgages or or or or or or or a a a a a a a a a deed deed or or or or or or or deeds of of trust upon or or or the the the pledging or or or encumbering of of any or or or all the the the property assets rights privileges licenses franchises and permits of of the the the Cooperative whether acquired acquired or to be acquired acquired and and wherever situated as as well as as the the the revenues and and income therefrom all upon such terms and conditions as the the Board shall determine to secure any indebtedness of the the Cooperative Section 9 2 DISTRIBUTION UPON DISSOLUTION Upon dissolution after all debts and liabilities of the Cooperative are paid and and all all capital furnished through patronage are retired the the remaining property and and assets of the the Cooperative shall be distributed among the the the the Members Members and former Members Members in the the the the proportion which the the the the aggregate patronage patronage of of each bear to to the the the the total patronage patronage of of all Members during the the the the ten years next preceding the the the the date of of of the the the the filing of of of the the the the certificate of of of dissolution ARTICLE 10 – MEMBERSHIP IN OTHER ORGANIZATIONS If determined by the the the the Board to be be be in in in the the the the best interests of the the the the Cooperative Cooperative and its Members the the the the Cooperative Cooperative may form one or or or more wholly-owned profit profit or or or nonprofit subsidiary business organizations or or or may participate with third parties in in the ownership o o of 13 | P a a a a a a a a g g e e e e e e e 2816022 5 independent profit profit or or or or nonprofit business organizations in in in order to to provide services or or or or products to to its Members and other Persons The services or or products may be in in fields other than that of providing electric electric facilities or or electric electric power ARTICLE 11 – INDEMNIFICATION Section 11 1 1 1 INDEMNIFICATION OF INDIVIDUALS The Cooperative shall to the full extent permitted by Law indemnify each of its Directors Officers (whether a a a a a a a a current or or or or or former Director Director or or or or or Officer) and employees (each an an “Indemnification Individual”) against all all expenses actually and and necessarily incurred by an an an Indemnification Individual including but not limited to judgments costs and and counsel fees in in in in in in connection with the defense of any any litigation including any any civil criminal or or administrative action suit investigation or or proceeding to which such Indemnification Indemnification Individual Individual may have been made a a a a a a a a a a a a party because the Indemnification Indemnification Individual Individual is or was a a a a a a a a a a a a Director Officer or or or or employee of of the the Cooperative and was acting in in in the the normal course of of his or or or or her assigned duties Any indemnification under this article shall be made by the Cooperative only as as authorized in in in each specific case upon a a a a a a a a a a a a determination that indemnification of of such individual is proper in in in in the circumstances Such determination shall be made (a) by a a a a a a a a a majority vote of of Board Quorum excluding any Directors who are also parties to to such such action suit investigation or or or or or proceeding or or or or or (b) if such such Board Quorum is not obtainable or or or or or even if obtainable should such disinterested Directors so determine by independent legal counsel in in in in in in a a a a written opinion Section 11 2 ADVANCE FOR EXPENSES Expenses incurred in in in in in defending a a a a civil or or criminal action suit investigation or or proceeding proceeding may be paid by the the Cooperative in in fin in in advance of of the the final disposition of of such action suit investigation or proceeding proceeding as authorized by the the the the Board if i i (a) the the the the Indemnification Indemnification Individual provides the the the the Cooperative a a a a a a a a a a written: (i) affirmation of the the the the Indemnification Indemnification Individual’s good faith belief that the the Indemnification Individual Individual has met the the standards of conduct set forth in C R S 7-109-102 and and (ii) undertaking of the the the Indemnification Indemnification Individual Individual to repay the the the advance i if i it is ultimately determined that the the the Indemnification Indemnification Individual Individual did not meet such such standards in in sub clause (i) and and (b) a a a a a a a a a a a majority of the Board (excluding any any Directors currently a a a a a a a a a a a party to to any any such such indemnification indemnification proceeding) determines that the the the the facts then known to them would not preclude indemnification indemnification for the the the the Indemnification Individual under this Bylaw Section 11 3 INSURANCE The Cooperative may purchase and maintain insurance on on behalf of any individual who is or was a a a a a a a a a a a a Director Officer employee or or or or other other agent of the the the Cooperative against any liability including judgment settlement or or or or otherwise or or or or reasonable reasonable expenses including reasonable reasonable attorney fees asserted against or or or or incurred by the the Cooperative or or or or the the individual in in in in in in his or or or or her her individual individual capacity or or arising from the the the the the individual’s status with the the the the the Cooperative Cooperative whether or or not the the the the the Cooperative Cooperative would have the the the the the power to indemnify against such liability under these Bylaws or otherwise ARTICLE 12 – CHANGES TO BYLAWS These Bylaws may be be repealed modified or or or amended by the the affirmative vote of of of a a a a a a a a a a a majority of of of the the total number of of of Directors at at any Regular or or Special Board Board Meeting Prior to to adoption of of changes to to the the the Bylaws the the the Cooperative shall provide notice of of the the the Board Board Meeting in in in accordance with the the the provision of of these Bylaws and such notice shall contain a a a a a a a a copy or or summary of of the the the proposed amendments to the Bylaws