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Disposition of Property

901  The Cooperative may not sell, mortgage, lease or otherwise encumber or dispose of any of its property other than:

1. property which in the judgment of the Board of Directors neither is nor will be necessary or useful in operating and maintaining the Cooperative’s systems and facilities; provided, however, that the Cooperative shall not sell, transfer, or convey, within the period of any single calendar year, physical plant in excess of five percent (5%) in value of the Cooperative, based upon the most recent audit of the books of the Cooperative, unless consent therefor shall have been obtained by vote of not less than two-thirds (2/3) of the entire membership of the Cooperative cast at a regular or special meeting called for that purpose, after notice in writing to all the members of the Cooperative, not less than twenty (20) nor more than thirty (30) days prior to the date of such meeting.  Nothing herein though shall prohibit the mortgage, sale, transfer, conveyance or exchange of the Cooperative’s assets to another electric cooperative, an agency of the State of North Dakota, or an agency of the United States (or any supplemental lender thereto).  Nor shall this section prohibit exchange for physical plant of equal monetary value to any person, organization, whether public or private;
2. service of all kinds, including electric energy;
3. personal property acquired for resale; and

PROVIDED, however, notwithstanding anything herein contained, the Board of Directors, without authorization by the members, shall have full power and authority to borrow money from the United States of America, or any agency or instrumentality thereof and their supplemental lenders, or from a financing institution, organized on a cooperative plan for the purpose of financing its member’s programs, projects and undertakings, in which the Cooperative holds membership, and in connection with such borrowing to authorize the making and issuance of bonds, notes or other evidence of indebtedness and to secure the payments thereof, to authorize the execution and delivery of mortgage or mortgages, or deed or deeds of trust upon, or the pledging or encumbering of any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, all upon such terms and as the Board of Directors shall determine.

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