(a) A G&T cooperative shall have the following purposes:

non profit

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Terms Used In Tennessee Code 48-69-106

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Board: means a G&. See Tennessee Code 48-69-103
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Distribution cooperative: means an electric cooperative that has been heretofore incorporated under the former Electric Cooperative Law, formerly compiled in title 65, chapter 25, part 1, or that has been or hereafter is incorporated under the Rural Electric and Community Services Cooperative Act, compiled in title 65, chapter 25, or that has been or is created as an electric cooperative, electric power association or other similar nonprofit organization or association under the laws of another state, and that is also engaged, in whole or in part, in the distribution of electrical power at retail to its members as the ultimate end-users of such electrical power and energy. See Tennessee Code 48-69-103
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Governmental electric system: means a state, municipal, county or other political subdivision or local governmental entity of this state or of any other state that is engaged, in whole or in part, in the distribution of electrical power at retail to its customers as the ultimate end-users of the electrical power and energy, and "governmental electric system" may, at the election of the G&. See Tennessee Code 48-69-103
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means a distribution cooperative or governmental electric system, as applicable, having the right through its duly appointed agent or representative to vote for the directors of a G&. See Tennessee Code 48-69-103
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Patron: means a person agreeing to receive or already receiving, or who in the past has received, one (1) or more of the services rendered by a G&. See Tennessee Code 48-69-103
  • Person: includes any natural person, firm, association, corporation, cooperative, membership corporation, distribution cooperative, electric power association, business trust, partnership and federal, state or local governments, or departments, agencies or any other political subdivision thereof, including, without limitation, an energy acquisition corporation. See Tennessee Code 48-69-103
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) To supply or furnish at wholesale electric power and energy services to one (1) or more patrons;
(2) To own, lease, construct, acquire, operate or otherwise have control, either alone or with others, plants, equipment, facilities, lines and all property necessary to transmit, generate, supply or otherwise furnish electrical energy and power for the needs of its wholesale customers;
(3) To supply, furnish or exchange wholesale electrical power, capacity and energy to or with any other entity;
(4) To provide management or operating services by contract with any distribution cooperative, energy acquisition corporation or governmental electric system or other cooperatively organized or governmentally-owned utility system; and
(5) Other purposes that may be prescribed in the charter of the G&T cooperative to the extent the purposes are for the benefit of the members of the G&T cooperative and are not prohibited by this chapter or any other laws.
(b) In addition to the powers set forth in chapter 53 of this title, and subject only to the limitations provided in this chapter, a G&T cooperative shall have the powers to:

(1) Have a corporate seal and alter the seal at will; provided, that it need not have, nor shall it for any purpose be necessary for the cooperative to use the seal;
(2) Become a member in or stockholder of one (1) or more other nonprofit cooperatives, corporations or other legal entities and to own the other cooperatives, corporations or other legal entities, wholly or in part;
(3) Solely on its own, or jointly, as tenant in common or as a partner with one (1) or more other entities, construct, purchase, take, receive, lease as lessee or lessor, or otherwise acquire and own, hold, use, equip, maintain and operate and sell, assign, transfer, convey, exchange, lease back, mortgage, pledge or otherwise dispose of or encumber any and all property, of whatever kind or nature and of whatever estate, real and personal, tangible and intangible, including choses in action;
(4) Purchase or otherwise acquire, and own, lease as lessor or lessee, lease back, hold, use, and exercise, and sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights-of-way and easements;
(5) Incur indebtedness in the form of notes, bonds, loans or other evidence of indebtedness and secure any of its liabilities or obligations by mortgage, pledge, deed of trust or any other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income;
(6) Make any and all contracts necessary or convenient for the full exercise of the powers in this chapter granted, including, but not limited to, contracts with any person, federal agency or municipality for the purchase or sale of electric power and energy and, in connection with any such electric power and energy contract, stipulate and agree to such covenants, terms and conditions as the board may deem appropriate, including covenants, terms and conditions with respect to resale rates, financial and accounting methods, services, operation and maintenance practices and, consistent with § 48-69-113, the manner of disposing of the revenues of the properties operated and maintained by the cooperative;
(7) Conduct its business and exercise any or all of its powers within or without this state;
(8) Adopt, amend, and repeal bylaws;
(9) Organize and promote and otherwise foster and participate in, through membership or ownership, including stock ownership, community, regional or statewide or national organizations whose purposes are or include the promotion and assistance of economic, industrial or commercial development that the board of the cooperative determines will, or likely will, result in economic benefits to the cooperative or its members;
(10) Do and perform any and all other acts and things and have and exercise any and all other powers that may be necessary, convenient or appropriate to accomplish the cooperative’s purpose or purposes;
(11) Construct, maintain and operate electric transmission and distribution lines or other conducting facilities along, upon, under and across all public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges and causeways, and upon, under and across all publicly owned lands; provided, that the respective authorities having jurisdiction shall consent thereto; provided, further, that such consent shall not be unreasonably withheld or conditioned or withheld or conditioned for the purpose of enabling such an authority to gain competitive advantage with respect to the rendition by itself or any other entity of a service that the cooperative also has a right to render;
(12) Without limiting the generality or particularity of subdivisions (b)(1)-(11):

(A) Generate, manufacture, purchase, acquire and transmit, and transform, supply, distribute, furnish, deliver, sell and dispose of, electric power and energy; and
(B) Condemn either the fee or such other right, title, interest or easement in and to property as the board may deem necessary, and such property or interest in such property may be so acquired, whether or not the property or interest in property is owned or held for public use by corporations, associations, cooperatives or persons having the power of eminent domain, or otherwise held or used for public purposes, and the power of condemnation may be exercised in the mode of procedure prescribed by title 29, chapter 16, in the mode of procedure prescribed by title 65, chapter 22, or in the mode or method of procedure prescribed by any other applicable statutory provisions now in force or hereafter enacted for the exercise of the power of eminent domain; provided, that no property that is owned or held for public use, nor any interest in the property, shall be condemned if, in the judgment of the court the condemnation of the property or interest in the property will obstruct, prevent, burden, interfere with or unduly inconvenience the continued use of the property for the public use to which it is devoted at the time the property is sought to be condemned; provided, further, that where title to any property sought to be condemned is defective, it shall be passed by decree of court; provided, further, that where condemnation proceedings become necessary, the court in which the proceedings are filed shall, upon application by the cooperative and upon the posting of a bond with the clerk of the court in such amount as the court may deem commensurate with the value of the property, order that the right of possession shall issue immediately or as soon and upon such terms as the court, in its discretion, may deem proper and just; but, provided further, that in cases where condemnation of property already devoted to a public use is sought, no order as to right of possession shall issue until it is finally determined that the condemnor is entitled to condemn the property. The power of eminent domain provided by this subdivision (b)(12)(B) shall be supplemental to, not in lieu of or in conflict with, § 48-51-103; and
(13) Enter into one (1) or more agreements providing for the making of payments in lieu of taxation to any state or local taxing jurisdiction within or outside this state to the extent that the G&T cooperative’s wholesale sale of capacity and energy to a member or patron of the G&T cooperative results in a diminution in payments in lieu of taxation from the Tennessee Valley authority to such state and local governments. For purposes of this subdivision (b)(13), “payments in lieu of taxation” means payments made by the Tennessee Valley authority to state and local governments on account of its gross proceeds under § 13 of the Tennessee Valley Authority Act of 1933 (16 U.S.C. § 831l). All such payments shall be ordinary operating expenses of the G&T cooperative.
(c) Neither this chapter nor any other law of this state shall be construed to authorize a G&T cooperative to own or otherwise acquire a legal or beneficial interest in a governmental electric system or in a distribution cooperative, except such interest as the G&T cooperative may acquire as a member-customer of a distribution cooperative.
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