Section 1: Board-Approved Acquisitions and Dispositions

An affirmative vote of ⅔ of the Board may authorize, in any one year, acquisition or disposition of an asset or property that has a price equal to or less than 20% of the total assets of the Cooperative.

Section 2: Membership-Approved Acquisitions

A majority vote of the membership, by ballot, shall authorize acquisition of any single asset or property greater than 20% of the total assets of the Cooperative.

Section 3: Membership-Approved Dispositions

The Cooperative shall not sell, lease, exchange, or otherwise dispose of property or assets (other than as provided in Article XIV), in any one year, in excess of 20% of the value of all property or assets unless all of the following occur:

  1. The Board appoints 3 independent appraisers each of whom, within a reasonable period of time, evaluates the Cooperative’s assets and renders an appraisal valuing the Cooperative’s specified assets. These appraisals shall be paid for by the entity desiring to purchase the assets.
  2. The Board approves the transaction.
  3. Members are notified at least 90 days in advance of a meeting to vote on acquisition or disposition of assets or property and the terms of the proposed transaction.
  4. If the proposed transaction is to dispose of Cooperative assets, at least thirty (30) days before the member meeting, the Cooperative shall invite all other electric cooperatives in the State of Montana to submit proposals to acquire the Cooperative’s specified assets.
  5. Members are mailed, at least 30 days before the member meeting, any alternative proposal made by Cooperative members, if it has been submitted to the Board with dated signatures, printed names, addresses and phone numbers of 50 or more members.
  6. A vote of at least ⅔ of the total membership approves the transaction by ballot.
  7. The Cooperative allocates and credits to members as capital credits any consideration received for the specified assets in excess of the Cooperative’s debts, obligations and liabilities on those specified assets. The Cooperative shall allocate these credits in proportion to each member’s Patronage Capital to the total Patronage Capital. This will be done via a special allocation after the annual allocation.
  8. In the case of a purchase of all Cooperative property by a third party, that party shall pay at least fair market value for the property, pay off all debts of the Cooperative, and return all capital credits in full to all members of the Cooperative.