Bylaws Article VIII

Article VIII

DISPOSITION AND PLEDGING OF PROPERTY

SECTION 1. Disposition and Pledging of Property

(a) The Corporation shall not sell, lease or otherwise dispose of all or any substantial portion of its property, when the action is not in the regular course of activities, except as provided in this section.
(b) Before a meeting is held to vote on approval of disposition of all or a substantial portion of the Corporation’s property, the board of directors shall:
(i) Have the proposed disposition analyzed with respect to the effect on rates or utility services and the equity position of members. The analysis shall be performed by at least two (2) independent analysts with experience in utility rate setting and valuation of utility property;
(ii) Cause three (3) independent, non-affiliated appraisers, who are expert in these matters, to render their individual opinions as to the value of the Corporation with respect to any proposed sale, lease, lease-sale, exchange, transfer or other disposition and as to any other terms and conditions which should be considered;
(iii) Notify all the Corporation’s members, at least ninety (90) days in advance, of a meeting to vote on disposition of cooperative utility property, enclosing a summary of the proposal for disposition of the property with the notice, and make available to any member the full proposal for inspection and copying at the principal office of the Corporation; and
(iv) Mail to all members of the Corporation a summary of any alternate purchase proposal submitted within thirty (30) days of the meeting date, and make available to any member the full proposal for inspection and copying at the principal office of the Corporation.
(c) A two-thirds (2/3) affirmative vote of all the members of the Corporation is required for any sale or disposition under this article.
(d) The Corporation’s ability and authority to sell, lease, or otherwise dispose of all or a substantial portion of its property when the action is not in the regular course of activities shall be subject to the contractual obligations of the Corporation with power suppliers and other third parties.

Section 2. Board Authorization
The board of directors of the Corporation, without authorization by the members, shall have full power and authority to authorize the execution and delivery of mortgages, deeds of trust or other instruments which may pledge or encumber any or all of the Corporation’s property, assets, rights, privileges, licenses, franchises and permits, whether acquired or to be acquired as well as the revenues and income of the Corporation upon terms and conditions as the board of directors may determine.