Electric Power Association Law; bring forward entirely and amend election provisions of.

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To: Public Utilities
MISSISSIPPI LEGISLATURE REGULAR SESSION 2026

By: Representative Hines

HOUSE BILL NO. 133

AN ACT TO AMEND SECTION 77-5-221, MISSISSIPPI CODE OF 1972, 1
TO REVISE THE ELECTION PROCEDURES FOR THE BOARD OF DIRECTORS FOR 2
ELECTRIC POWER ASSOCIATIONS; TO BRING FORWARD SECTIONS 77-5-201 3
THROUGH 77-5-259, MISSISSIPPI CODE OF 1972, WHICH COMPRISE THE 4
ELECTRIC POWER ASSOCIATION LAW, FOR PURPOSES OF POSSIBLE 5
AMENDMENT; AND FOR RELATED PURPOSES. 6
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: 7
SECTION 1. Section 77-5-221, Mississippi Code of 1972, is 8
amended as follows: 9
77-5-221. A corporation shall have a board of directors, and 10
the powers of the corporation shall be vested in and exercised by 11
such board of directors. The directors of the corporation, other 12
than those named in a certificate of incorporation, shall be 13
elected annually by the members entitled to vote. The initial 14
directors of the corporation, including directors elected to 15
succeed those named in a certificate of incorporation, shall be 16
elected as follows: one-third (1/3) to be elected for a term of 17
one (1) year, one-third (1/3) for a term of two (2) years, and 18
one-third (1/3) for a term of three (3) years. Thereafter, until 19
July 1, 2026, all directors shall be elected for a term of three 20
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(3) years, or for such other term(s) as may be subscribed by the 21
corporation's certificate of incorporation. Beginning July 1, 22
2026, elections for board of directors shall occur the first 23
Tuesday after the first Monday in November 2026 and every four (4) 24
years thereafter and in every like manner as public school board 25
of trustees elections are held and conducted as may reasonably 26
apply to the election of a corporation's board of directors. In 27
the event a runoff is necessary the runoff shall be held three (3) 28
weeks thereafter. Only members of the corporation shall be 29
entitled to vote. The directors of a corporation must be members 30
of the corporation. In order to qualify as a candidate for 31
director of a corporation by petition, a candidate shall obtain 32
not less than fifty (50) signatures of members of the corporation 33
on whose board such candidate wishes to serve; however, a 34
corporation shall be empowered, in its discretion, to adopt, 35
through its bylaws, provisions which allow a person to qualify as 36
a candidate for director by petition by obtaining less than fifty 37
(50) signatures or by other less restrictive means. The directors 38
shall be entitled to reimbursement for expenses incurred by them 39
in the performance of their duties. In addition to reimbursement 40
for expenses, the board may authorize compensation and benefits to 41
be paid to and on behalf of such directors for the performance of 42
their duties, including for the time it takes for them to travel 43
to and from meetings and to board functions. The board shall 44
elect periodically from its own number officers as prescribed by 45
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the corporation's bylaws. Directors may elect to attend the board 46
meetings by telephone or video conference. All board meetings, 47
unless in executive session, shall be open to any member of a 48
corporation. Subject to the limitations below, any member or 49
customer of a corporation shall be entitled to address the board 50
at any regular meeting regarding any suggestions for better 51
service, grievances or any other matter affecting the corporation. 52
The board shall have the right to impose reasonable limitations 53
upon the number of members or customers addressing any one (1) 54
board meeting and the amount of time allotted to each 55
presentation, and also to require members and customers to give 56
the board reasonable advance notice of their desire to address the 57
board so that the board may investigate and be able to respond to 58
the presentation. 59
SECTION 2. Section 77-5-201, Mississippi Code of 1972, is 60
brought forward as follows: 61
77-5-201. This article may be cited as the "Electric Power 62
Association Law." 63
SECTION 3. Section 77-5-203, Mississippi Code of 1972, is 64
brought forward as follows: 65
77-5-203. The following terms whenever used or referred to 66
in this article shall have the following meanings, unless a 67
different meaning clearly appears from the context: 68
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(a) "Corporation" shall mean a corporation formed under 69
this article or operating under this article pursuant to Section 70
77-5-213. 71
(b) "Bonds" shall mean and include bonds, interim 72
certificates or receipts, notes, debentures and all other 73
evidences of indebtedness, either issued or the payment thereof 74
assumed by the corporation. 75
(c) "Person" shall mean and include natural persons, 76
firms, associations, corporations, business trusts, partnerships 77
and bodies politic. 78
(d) "Energy" shall mean and include any and all 79
electric energy no matter how or where generated or produced. 80
(e) "Acquire" shall mean and include construct, acquire 81
by purchase, lease, devise, gift, or other mode of acquisition. 82
(f) "System" shall mean and include any plant, works, 83
system, facilities, or properties, or parts thereof, together with 84
all appurtenances thereto, used or useful in connection with the 85
generation, production, transmission or distribution of energy. 86
(g) "Law" shall mean any act or statute, general, 87
special or local of this state. 88
(h) "Federal agency" shall mean and include the United 89
States of America, the President of the United States of America, 90
Tennessee Valley Authority, the Federal Emergency Management 91
Agency, the United States Department of Agriculture and its 92
agencies, including the Rural Utilities Service, and any and all 93
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other authorities, agencies and instrumentalities of the United 94
States of America, heretofore or hereafter created. 95
(i) "Improve" shall mean and include construct, 96
reconstruct, improve, replace, extend, enlarge, alter, better or 97
repair. 98
(j) "Board" shall mean the board of directors of a 99
corporation formed under this article. 100
(k) "Member" shall mean and include each natural person 101
signing the certificate of incorporation of a corporation and each 102
person admitted to and retaining membership therein pursuant to 103
law or its bylaws, and shall include a joint membership as defined 104
by the corporation's bylaws. 105
(l) "Services" or "service" shall mean the sale or 106
other disposition of energy, electrical appliances, wiring and 107
equipment at the lowest cost consistent with sound economy, public 108
advantage and the prudent conduct of the business of a 109
corporation. 110
(m) "Certificate of incorporation" includes a 111
certificate of incorporation or articles of incorporation. 112
(n) "Rate" means and includes every compensation, 113
charge, deposit, contribution, fee, fare, toll, rental, cost and 114
classification, or the formula or method by which such may be 115
determined, or any of them, demanded, observed, charged, 116
collected, avoided, or owed by a corporation for or relating to 117
electric energy offered or provided by the corporation to the 118
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public or received by the corporation, and any rules, regulations, 119
practices or contracts relating to any such compensation, charge, 120
deposit, contribution, fee, fare, toll, rental, cost, or 121
classification, including, but not limited to, any rules, 122
regulations, practices or contracts relating to the disconnection 123
of service to members or nonmember customers who have failed to 124
pay for electric energy provided by the corporation. 125
SECTION 4. Section 77-5-205, Mississippi Code of 1972, is 126
brought forward as follows: 127
77-5-205. Three (3) or more natural persons may, by 128
executing, filing and recording a certificate as hereafter 129
provided in this article, form a corporation not organized for 130
pecuniary profit for the purpose of promoting and encouraging the 131
fullest possible use of electric energy by making electric energy 132
available at the lowest cost consistent with sound economy and 133
prudent management of the business of such corporations. In 134
addition, such corporations may serve the purposes provided under 135
the Mississippi Broadband Enabling Act. 136
SECTION 5. Section 77-5-207, Mississippi Code of 1972, is 137
brought forward as follows: 138
77-5-207. The certificate of incorporation shall state: 139
(a) The name of the corporation, which name shall 140
include the words "electric power association" or "electric 141
cooperative" and shall be such as to distinguish it from any other 142
corporation organized and existing under the laws of this state. 143
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(b) The location of its principal office and the 144
post-office address thereof. 145
(c) The maximum number of directors, not less than 146
three (3). 147
(d) The names and post-office addresses of the 148
directors who are to manage the affairs of the corporation for the 149
first year of its existence, or until their successors are chosen. 150
(e) The period of the duration of the corporation, 151
which may be perpetual. 152
(f) The terms and conditions upon which persons shall 153
be admitted to membership in the corporation. 154
The certificate of incorporation may also contain any 155
provisions not contrary to law which the incorporators may choose 156
to insert for the regulation of its business and for the conduct 157
of the affairs of the corporation. It may also contain any 158
provisions creating, defining, limiting or regulating the powers 159
of the corporation, its directors and members. 160
SECTION 6. Section 77-5-209, Mississippi Code of 1972, is 161
brought forward as follows: 162
77-5-209. The name of a corporation shall include either the 163
words "electric power association" or "electric cooperative." The 164
words "electric power association" and the words "electric 165
cooperative" shall not be used in the corporate name of any 166
corporation other than those formed pursuant to the provisions of 167
this article or those operating under this article pursuant to 168
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Section 77-5-213. Whenever the words "electric power association" 169
or "electric cooperative" or "nonprofit cooperative electric power 170
association" appear in the laws of this state, such words shall 171
refer to a corporation formed pursuant to and/or operating under 172
the provisions of this article, including a corporation that uses 173
either the words "electric power association" or "electric 174
cooperative" in its name. 175
SECTION 7. Section 77-5-211, Mississippi Code of 1972, is 176
brought forward as follows: 177
77-5-211. The natural persons executing the certificate of 178
incorporation shall be residents of the territory in which the 179
principal operations of the corporation are to be conducted, who 180
are desirous of using electric energy to be furnished by the 181
corporation. The certificate of incorporation shall be 182
acknowledged by the subscribers before any officer authorized to 183
take acknowledgments to deeds or other instruments. When so 184
acknowledged, the certificate may be filed with the Secretary of 185
State at any time thereafter within six (6) months of the date of 186
the last acknowledgment. When submitted for filing, the Secretary 187
of State shall accept and file the certificate and enter the date 188
of filing in its records. The certificate of incorporation shall 189
be effective as of the date on which the certificate of 190
incorporation is filed with the Secretary of State, and the powers 191
specified in the certificate of incorporation shall thereupon be 192
vested in the corporation without further formalities. 193
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SECTION 8. Section 77-5-213, Mississippi Code of 1972, is 194
brought forward as follows: 195
77-5-213. Any existing corporations under the laws of the 196
State of Mississippi organized for the same general purposes as 197
the corporations provided for by this article may be chartered 198
under this article by filing with the Secretary of State a 199
certificate, approved by a majority of the board of the 200
corporation, signed by the duly authorized officer or officers 201
thereof, and acknowledged by the subscribers before any officer 202
authorized to take acknowledgments to deeds or other instruments. 203
Such certificate shall set forth the information required under 204
Section 77-5-207 for corporations organizing under this article, 205
shall declare the intention of the corporation to operate under 206
this article, and shall be filed in the Office of the Secretary of 207
State, who shall forthwith cause this certificate to be handled in 208
the manner prescribed in Section 77-5-211 for original 209
certificates of incorporation. The corporation under its existing 210
name shall thereupon have all the powers and duties set forth in 211
this article, but shall relinquish the powers under its former 212
charter. No debt or other obligation, of or to the corporation, 213
incurred prior to reincorporation under this section, shall be 214
affected thereby. Any act, contract, or covenant heretofore done, 215
made, entered into or performed by any corporation organized under 216
any other law but reincorporating hereunder, is hereby expressly 217
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validated if such act, contract, or covenant would have been valid 218
if done, made, entered into or performed under the terms hereof. 219
SECTION 9. Section 77-5-215, Mississippi Code of 1972, is 220
brought forward as follows: 221
77-5-215. A corporation may amend its certificate of 222
incorporation to change its corporate name, to increase or reduce 223
the number of its directors, or to change any other provisions 224
therein. Notwithstanding any provisions of a corporation's 225
certificate of incorporation to the contrary, if a corporation's 226
certificate of incorporation provides that the period of duration 227
of the corporation is a limited number of years, the corporation 228
may amend its certificate to provide that the duration of the 229
corporation is perpetual if such an amendment is authorized by the 230
board of directors of the corporation pursuant to the affirmative 231
vote of at least two-thirds (2/3) of the directors. Otherwise, 232
and not withstanding any provisions of a corporation's certificate 233
of incorporation to the contrary, a corporation may amend its 234
certificate of incorporation if (a) the amendment is authorized by 235
the board of directors of the corporation pursuant to the 236
affirmative vote of at least two-thirds (2/3) of the directors, 237
and (b) the amendment authorized by the board of directors is 238
ratified by sixty percent (60%) of the corporation's members 239
voting, at either the corporation's annual meeting or at a meeting 240
of the members called for the special purpose of considering and 241
voting on the amendment. Written notice of any meeting at which 242
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an amendment to the corporation's certificate of incorporation 243
will be voted on by the members must be sent to the corporation's 244
members at least thirty (30) days prior to the date of the 245
meeting. The notice shall set forth the date, time, location and 246
purpose of the meeting, and identify and describe the purpose of 247
the amendment authorized by the corporation's board of directors. 248
In the event an amendment is fully authorized in accordance with 249
the foregoing, a certificate reflecting the amendment to the 250
certificate of incorporation shall be prepared and executed by the 251
president and by the secretary of the corporation who shall both 252
affirm therein, under oath, that they have been authorized by the 253
corporation to execute and file such certificate. Such 254
certificate of amendment shall then be filed by the corporation in 255
the Office of the Secretary of State, who shall forthwith cause 256
this certificate to be handled in the manner prescribed in Section 257
77-5-211 for original certificates of incorporation; and the 258
amendment of the corporation's certificate or articles of 259
incorporation shall be effective as of the date on which the 260
certificate of amendment is filed with the Secretary of State, and 261
the powers specified in the certificate of amendment shall 262
thereupon be vested in the corporation without further 263
formalities. 264
SECTION 10. Section 77-5-217, Mississippi Code of 1972, is 265
brought forward as follows: 266
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77-5-217. Any two (2) or more corporations may enter into an 267
agreement for the consolidation of such corporations. Such 268
agreement, which may or may not require the dissolution of one or 269
both of the corporations as provided in Section 77-5-219, shall 270
set forth the terms and conditions of the consolidation, the name 271
of the proposed consolidated corporation, the number of its 272
directors, who shall be not less than three (3), the time of the 273
initial meeting of the consolidated corporation and election of 274
directors, and the name of at least three (3) persons to serve as 275
directors until the election of directors at the initial meeting. 276
To be effective, any such agreement must be (a) authorized by the 277
board of directors of each corporation pursuant to the affirmative 278
vote of at least two-thirds (2/3) of the directors of each 279
corporation, and (b) ratified by sixty percent (60%) of each 280
corporation's members voting, at either the corporation's annual 281
meeting or at a meeting of the members called for the special 282
purpose of considering and voting on the agreement for 283
consolidation. If the agreement is so authorized and ratified, a 284
joint application for approval of consolidation shall be filed by 285
the consolidating corporations with the Mississippi Public Service 286
Commission in the manner provided by Section 77-3-23. In no event 287
shall another party be allowed to intervene in a proceeding 288
initiated under this section for the purpose of seeking to obtain 289
the certificated area, or any portion thereof, of any petitioning 290
party. Upon approval of the application by the commission, the 291
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directors named in the consolidation agreement shall subscribe and 292
acknowledge a certificate conforming substantially to an original 293
certificate of incorporation, except that it shall be entitled and 294
indorsed "certificate of consolidation of ____" (the blank space 295
being filled in with the names of the corporations being 296
consolidated) and shall state: 297
(a) The names of the corporations being consolidated. 298
(b) The name of the consolidated corporation. 299
(c) The other items required or permitted to be stated 300
in a corporation's original certificate of incorporation. 301
Such certificate of consolidation shall be filed with the 302
Secretary of State in the same manner as provided in Section 303
77-5-211. Upon such filing, the proposed consolidated 304
corporation, under its designated name, shall be and constitute a 305
body corporate with all the powers of a corporation as originally 306
formed under the provisions of this article. 307
SECTION 11. Section 77-5-219, Mississippi Code of 1972, is 308
brought forward as follows: 309
77-5-219. Upon complying with the requirements of Section 310
77-5-217 or 77-5-237, a corporation may be dissolved by filing, as 311
hereinafter provided, a certificate which shall be entitled and 312
indorsed "certificate of dissolution of ____" (the blank space 313
being filled in with the name of the corporation) and shall state: 314
(a) Name of the corporation. 315
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(b) The date of filing of the corporation's most recent 316
certificate of incorporation. 317
(c) That the corporation elects to dissolve. 318
(d) The name and post-office address of each of its 319
directors, and the name, title and post-office address of each of 320
its officers. 321
Such certificate shall be subscribed and acknowledged in the 322
same manner as an original certificate of incorporation by the 323
officers of the corporation, who shall make and annex an affidavit 324
stating that the corporation has complied with the requirements of 325
Section 77-5-217 or Section 77-5-237 and that they have been 326
authorized to execute and file such certificate. 327
A certificate of dissolution and a certified copy or copies 328
thereof shall be filed in the same place as an original 329
certificate of incorporation and thereupon the corporation shall 330
be deemed to be dissolved. 331
Such corporation shall continue for the purpose of paying, 332
satisfying and discharging any existing liabilities or obligations 333
and collecting or liquidating its assets, and doing all other acts 334
required to adjust and wind up its business and affairs, and may 335
sue and be sued in its corporate name. Any assets remaining after 336
all liabilities or obligations of the corporation have been 337
satisfied or discharged shall be ratably distributed to the 338
members thereof. 339
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SECTION 12. Section 77-5-223, Mississippi Code of 1972, is 340
brought forward as follows: 341
77-5-223. The board of a corporation shall have power to do 342
all things necessary or convenient in conducting the business of 343
the corporation, including, but not limited to: 344
(a) To adopt and amend bylaws for the management and 345
regulation of the affairs of the corporation. The bylaws of a 346
corporation may make provisions, not inconsistent with law or its 347
certificate of incorporation, regulating the admission, 348
withdrawal, suspension or expulsion of members; the transfer of 349
membership; the fees and dues of members and the termination of 350
memberships on nonpayment of dues or otherwise; the numbers, times 351
and manner of choosing, qualifications, terms of office, official 352
designations, powers, duties and compensation of its officers; 353
defining a vacancy in the board or in any office and the manner of 354
filling it; the number of members to constitute a quorum at 355
meetings; the date of the annual meeting and the giving of notice 356
thereof and the holding of special meetings and the giving of 357
notice thereof; the terms and conditions upon which the 358
corporation is to render service to its members; the disposition 359
of the revenues and receipts of the corporation; regular and 360
special meetings of the board and the giving of notice thereof; 361
and such other matters as the board may deem appropriate or 362
desirable. 363
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(b) To appoint agents and employees and to fix their 364
compensation and benefits and the compensation and benefits of the 365
officers of the corporation. 366
(c) To execute all instruments or documents, or to 367
delegate the execution thereof. 368
(d) To delegate to one or more of the directors or to 369
the officers, agents and employees of a corporation such powers 370
and duties as it may deem proper. 371
(e) To make its own rules and regulations as to its 372
procedure. 373
(f) To appoint such committees as the board shall in 374
its judgment see fit, which committees may consist of members or 375
nonmembers of either the board or the corporation. 376
(g) To cause the corporation to reimburse directors for 377
expenses incurred by them in the performance of their duties and 378
to fix compensation and benefits to be paid to and on behalf of 379
directors for the performance of their duties. 380
SECTION 13. Section 77-5-225, Mississippi Code of 1972, is 381
brought forward as follows: 382
77-5-225. Except as hereinafter provided, the corporate 383
purpose of a corporation shall be to render service to its members 384
only. Any person may become and remain a member if such person 385
shall use energy supplied by such corporation and shall comply 386
with the terms and conditions in respect to membership contained 387
in the bylaws of such corporation, which terms and conditions 388
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shall be nondiscriminatory. Any person who shall agree to use 389
energy supplied by the corporation from an existing line or from a 390
line the construction of which has been authorized or commenced by 391
the corporation may be admitted to membership in the corporation 392
prior to such use upon complying with the other terms and 393
conditions with respect to membership contained in the certificate 394
of incorporation or in the bylaws. The membership fee of the 395
corporation shall be fixed by the board of directors. Should the 396
corporation acquire any electric facilities already dedicated or 397
devoted to the public use it may, for the purpose of continuing 398
existing service and avoiding hardship, continue to serve the 399
persons served directly from such facilities at the times of such 400
acquisition without requiring that such persons become members. 401
In no event shall the number of such nonmembers served exceed 402
forty-nine percent (49%) of the total number of persons served by 403
the corporation. Such nonmember customers shall have the right to 404
become members upon nondiscriminatory terms. 405
SECTION 14. Section 77-5-227, Mississippi Code of 1972, is 406
brought forward as follows: 407
77-5-227. A corporation may issue to its members 408
certificates of membership in such form as the bylaws may 409
prescribe. Each member shall be entitled to only one (1) vote on 410
each matter submitted to a vote at the meetings of the members of 411
the corporation, but voting by proxy, by mail or electronically 412
may be provided for in the bylaws. 413
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SECTION 15. Section 77-5-229, Mississippi Code of 1972, is 414
brought forward as follows: 415
77-5-229. A corporation is hereby vested with all power 416
necessary or requisite for the accomplishment of its corporate 417
purpose, and no enumeration of particular powers hereby granted in 418
this article shall be construed to impair any general grant of 419
power herein contained, or to limit any such grant to a power or 420
powers of the same class or classes as those so enumerated. 421
SECTION 16. Section 77-5-231, Mississippi Code of 1972, is 422
brought forward as follows: 423
77-5-231. (1) A corporation shall have power to do any and 424
all acts or things necessary or convenient for carrying out the 425
purposes for which it was formed, including, but not limited to: 426
(a) To sue and be sued. 427
(b) To have a seal and alter the same at pleasure. 428
(c) To acquire, hold and dispose of property, real and 429
personal, tangible and intangible, or interests therein and to pay 430
therefor in cash or property or on credit, and to secure and 431
procure payment of all or any part of the purchase price thereof 432
on such terms and conditions as the board shall determine. 433
(d) To render service and to acquire, own, operate, 434
maintain and improve a system or systems within the state and in 435
counties adjacent thereto. 436
(e) To pledge all or any part of its revenues and to 437
mortgage or otherwise incumber all or any part of its property for 438
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the purpose of securing the payment of the principal of and 439
interest on any of its bonds or other obligations. 440
(f) To use any right-of-way, easement or other similar 441
property right necessary or convenient in connection with the 442
acquisition, improvement, operation or maintenance of a system, 443
granted by the state or any political subdivision thereof, 444
provided that the governing body of such political subdivision 445
shall consent to such use, and to have and exercise the power of 446
eminent domain in the manner provided by the condemnation laws of 447
this state for acquiring private property for public use, such 448
right to be paramount except as to the property of the state or of 449
any political subdivision thereof. 450
(g) To accept gifts or grants of money, property, real 451
or personal, from any person, municipality or federal agency and 452
to accept voluntary and uncompensated services. 453
(h) To make any and all contracts necessary or 454
convenient for the full exercise of the powers in this article 455
granted, including, but not limited to, contracts with any person, 456
federal agency, state agency or municipality for the purchase, 457
transfer or sale of energy and/or the acquisition of all or any 458
part of any system, and in connection with any such contract to 459
stipulate and agree to such covenants, terms and conditions as the 460
board may deem appropriate, including covenants, terms and 461
conditions with respect to the resale rates, financial and 462
accounting methods, services, operation and maintenance practices 463
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and the manner of disposing of the revenues of the system operated 464
and maintained by the corporation. 465
(i) To sell, lease, or otherwise dispose of all or any 466
part of its property, subject however to the provisions of Section 467
77-5-237. 468
(j) To contract debts, borrow money and to issue, 469
assume or indorse the payment of bonds or other evidences of 470
indebtedness. 471
(k) To fix, maintain and collect fees, rents, tolls and 472
other charges for services rendered. 473
(l) To acquire and to sell, lease, distribute and 474
generally to deal in electrical and plumbing appliances, 475
apparatus, machinery and equipment for the purpose of and in 476
connection with the promotion of the sale of electric energy to 477
its customers; to assist its customers to purchase or otherwise 478
obtain such appliances, apparatus, machinery and equipment; to 479
assist its customers to wire their premises and to install therein 480
such appliances, apparatus, machinery and equipment; to acquire 481
and to indorse, sell, pledge, hypothecate and dispose of notes, 482
bonds and other obligations of its customers in carrying out the 483
purposes expressed in this paragraph. 484
(m) To maintain, in any reasonable manner and in its 485
discretion, its easements and rights-of-way and adjacent property 486
within a reasonable or necessary distance of its energy facilities 487
free of vegetation, trees, limbs or other impediments in order to 488
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foster the integrity and reliability of the corporation's electric 489
energy system or the safety of the public or its members, agents 490
or employees. 491
(n) To condemn any land, easements, or rights-of-way, 492
either on, under, or above the ground, as the association may deem 493
necessary for any purposes mentioned in this article other than 494
the purposes described in subsection (2) of this section, and such 495
property or interest in such property may be so acquired whether 496
or not the same is owned or held for public use by corporations, 497
associations or persons having the power of eminent domain, or 498
otherwise held or used for public purposes. Such power of 499
condemnation may be exercised in the mode or method of procedure 500
prescribed by Chapter 27, Title 11, Mississippi Code of 1972, or 501
in the mode or method of procedure prescribed by any other 502
applicable statutory provisions now in force or hereafter enacted 503
for the exercise of the power of eminent domain. Where 504
condemnation proceedings become necessary, the judge of the 505
circuit court or the judge of the county court in counties where 506
the county court exists, in which such proceedings are filed, 507
shall, upon application of the authority, and upon the deposit in 508
court, to the use of the person or persons lawfully entitled 509
thereto, of such amount as the judge may deem necessary to assure 510
just compensation, order that the right of possession shall issue 511
immediately or as soon and upon such terms as the judge, in his 512
discretion, may deem just and proper. Upon application of the 513
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parties in interest other than the corporation, the judge may 514
order that the money deposited in the court, or any part thereof, 515
be paid forthwith for or on account of the just compensation to be 516
awarded in said proceedings. 517
(o) To operate across state lines. 518
(p) To perform any and all of the foregoing acts and to 519
do any and all of the foregoing things under, through or by means 520
of its own officers, agents and employees, or by contracts with 521
any person, federal agency or municipality. 522
(q) To perform as provided under the Mississippi 523
Broadband Enabling Act. 524
(2) Any generation and transmission electric corporation 525
created under this article may undertake economic development 526
activities, whether directly, indirectly, or in conjunction with 527
other entities, including activities such as providing capital, or 528
investment in or acquisition and development of business or 529
industrial sites and the necessary infrastructure or services 530
needed to attract new or existing businesses or industry, to 531
create or maintain employment opportunities, or otherwise to 532
positively impact its service territory or in some manner promote 533
the sale of electric energy. 534
SECTION 17. Section 77-5-233, Mississippi Code of 1972, is 535
brought forward as follows: 536
77-5-233. To the extent necessary in the judgment of its 537
board to make effective the powers conferred by this article, a 538
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corporation shall continue to have the power to acquire, 539
construct, own, invest in, operate, maintain, and/or improve 540
generating and/or transmission assets. 541
SECTION 18. Section 77-5-235, Mississippi Code of 1972, is 542
brought forward as follows: 543
77-5-235. (1) A corporation shall have the power to fix, 544
adjust, charge, collect and pay reasonable rates for electric 545
energy and other facilities, supplies, equipment, products, 546
commodities, goods and services furnished by, offered by or 547
furnished to the corporation. All rates of a corporation formed 548
or operating under the provisions of this article shall be 549
established by the corporation's board and shall not be regulated 550
by the Mississippi Public Service Commission. 551
(2) Notwithstanding the foregoing, a corporation shall be 552
subject to commission regulations that limit disconnections of 553
service during freeze warnings or excessive heat warnings issued 554
by the National Weather Service, limit disconnections of service 555
in life-threatening situations certified by a medical doctor, or 556
establish initial deposit requirements for certified victims of 557
domestic violence. 558
(3) Nothing herein shall be construed to impair the 559
Mississippi Public Service Commission's jurisdiction and 560
authority, if any, to require corporations to establish, offer or 561
participate in energy efficiency or net metering programs, but in 562
no event shall the commission set or establish the level of 563
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expenditures, compensation or credits associated with a 564
corporation's energy efficiency, net metering or other programs. 565
(4) As used in this section, "attaching entity" means a 566
cable television system or provider of telecommunications service. 567
Nothing in this article shall be construed to impair the 568
Mississippi Public Service Commission's jurisdiction and authority 569
that existed prior to July 1, 2016, if any, with regard to a 570
corporation's rates, terms and conditions for attachments by an 571
attaching entity to poles owned or controlled by the corporation. 572
A corporation may only deny an attaching entity access to its 573
owned or controlled poles on a nondiscriminatory basis if there is 574
insufficient capacity or for reasons of safety and reliability and 575
if the attaching entity will not resolve the issue. Nothing in 576
this subsection shall be construed to prohibit a corporation from 577
requiring an attaching entity to enter into a pole attachment 578
agreement consistent with this section. 579
(5) A corporation's rates for energy furnished or offered by 580
the corporation shall be sufficient at all times to pay all 581
operating and maintenance expenses necessary or desirable for the 582
prudent conduct and operation of its business and to pay the 583
principal of and interest on such obligations as the corporation 584
may have issued and/or assumed in the performance of the purpose 585
for which it was formed. The revenues and receipts of a 586
corporation shall first be devoted to such operating and 587
maintenance expenses and to the payment of such principal and 588
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interest and thereafter to such reserves for improvement, new 589
construction, depreciation and contingencies as the board may from 590
time to time prescribe. Revenues and receipts not needed for 591
these purposes shall be returned to the members by such means as 592
the board may decide, including through the reimbursement of 593
membership fees, the implementation of general rate reductions, 594
the limitation or avoidance of future rate increases, or such 595
other means as the board may determine. 596
SECTION 19. Section 77-5-237, Mississippi Code of 1972, is 597
brought forward as follows: 598
77-5-237. (1) A corporation may sell, lease, exchange or 599
otherwise dispose of all, or substantially all, of its property 600
only if all of the following conditions are satisfied: 601
(a) The proposed purchaser shall file with the board of 602
directors of the corporation and the Public Service Commission a 603
disclosure statement containing the information required by 604
Schedule 14D-1, as such schedule is described in the United States 605
Securities Exchange Act of 1934, as amended. For purposes of this 606
section, references in Schedule 14D-1 to "tender offer," "bidder," 607
"subject company" and "securities of the subject company" shall be 608
deemed to mean the proposed transaction, the proposed purchaser, 609
the corporation and the property of the corporation, respectively. 610
(b) The proposed purchaser shall file with the board of 611
directors and the Public Service Commission the offer to acquire 612
all, or substantially all, of the property of the corporation, and 613
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any amendments thereto, which shall be contained in a written 614
proposal and sets forth completely the terms and conditions of the 615
proposed transaction. The offer shall provide: (i) for the full 616
payment of equity and capital credits to all past and present 617
members of the corporation, on an equitable basis; and (ii) for 618
the payment or assumption of the total debt of the corporation by 619
the purchaser or the payment of the total debt by the board of 620
directors of the corporation, and an agreement to comply with the 621
terms and conditions of any contract or other agreement, other 622
than total debt paid out of the purchase price, to which the 623
corporation is a party or by which the corporation is bound. 624
Should the offer be accepted, the board of directors shall be 625
responsible for assuring that any debts to be paid by the 626
corporation pursuant to the offer of purchase are paid out of the 627
purchase price, and all funds or any other forms of payment are 628
equitably distributed within one hundred twenty (120) days to all 629
past and present members of the corporation according to the 630
amount of interest such members have in such corporation. 631
(c) (i) When the proposed purchase price is at least 632
equal to two-thirds (2/3) of the members' equity plus total debt 633
the board of directors shall be obligated to submit the proposed 634
offer to the membership for a vote, unless action is pending or 635
injunctions issued pursuant to subsection (2). Members' equity 636
shall consist of the appraised value of the assets to be disposed 637
of, less total debt. 638
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(ii) When the proposed purchase price is not at 639
least equal to two-thirds (2/3) of the members' equity plus total 640
debt the board of directors shall not submit such offer of 641
purchase unless the board of directors, by a two-thirds (2/3) 642
affirmative vote, determines that good and sufficient reasons 643
exist so that the submission of an offer of lesser value would be 644
in the best interest of the membership. Members' equity shall 645
consist of the appraised value of the assets to be disposed of, 646
less total debt. 647
(d) The board of directors of the corporation and the 648
proposed purchaser shall mutually employ a recognized, qualified 649
impartial firm to make an appraisal of the value of the members' 650
equity in the tangible and intangible assets to be disposed of and 651
a rate study to determine the effect of the proposed transaction 652
on the rates for electricity to be paid by members. Within 653
fifteen (15) days after it has been determined that the purchaser 654
and the corporation cannot mutually agree on an appraiser, the 655
board of directors of the corporation shall submit, to the Public 656
Service Commission, a list of five (5) independent, qualified 657
individuals or firms recognized with experience in the appraisal 658
of electric utility systems. The purchaser shall have ten (10) 659
days after submission to strike up to four (4) of the appraisers 660
submitted. If more than one (1) appraiser remains on the list, 661
the Public Service Commission shall, within ten (10) days of 662
receipt of such list, notify the corporation and the proposed 663
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purchaser of the name of the appraiser selected to perform the 664
appraisal and rate study required herein. The proposed purchaser 665
shall place into escrow the sum of Fifty Thousand Dollars 666
($50,000.00) at the time the offer is made. Such escrowed funds 667
shall be released to pay the incurred costs of such studies, with 668
any remainder being returned to the purchaser. 669
(e) (i) When the conditions set forth in subsections 670
(1)(a) through (1)(d) have been satisfied, and no action is 671
pending or injunction issued pursuant to subsection (2), the 672
corporation shall, within one hundred twenty (120) days, but not 673
sooner than sixty (60) days, call a meeting of the members for 674
purposes of considering and voting on the proposed transaction, 675
upon at least twenty (20) days' notice of such meeting to the 676
members given in accordance with applicable law and the charter of 677
incorporation and bylaws of the corporation. The notice shall set 678
forth the date, time, location and purpose of meeting, a 679
description of the proposed transaction including the results of 680
the studies required by subsection (1)(d), proxy material and any 681
other information required by the bylaws of the corporation. 682
(ii) When the conditions set forth in subsections 683
(1)(a) and (1)(b) of this section have been satisfied, no court 684
action is pending under the provisions of this section and the 685
board of directors of the corporation has not submitted the offer 686
to the members, upon the expiration of one hundred twenty (120) 687
days but not more than two hundred forty (240) days, thirty 688
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percent (30%) of the membership of the corporation may petition 689
the board of directors to submit the offer to the members. Upon 690
receipt of such petition, the corporation shall, within one 691
hundred twenty (120) days, but not sooner than sixty (60) days, 692
call a meeting of the members for purposes of considering and 693
voting on the proposed transaction, upon at least twenty (20) 694
days' notice of such meeting to the members given in accordance 695
with applicable law and the charter of incorporation and bylaws of 696
the corporation. The notice shall set forth the date, time, 697
location and purpose of meeting, a description of the proposed 698
transaction including the results of the studies required by 699
subsection (1)(d), proxy material and any other information 700
required by the bylaws of the corporation. 701
(f) The proposed transaction must be approved by the 702
affirmative vote of three-fifths (3/5) of all the members. Voting 703
shall be in person or by proxy. The tabulation of the member vote 704
shall be attested to by an independent accounting firm engaged to 705
perform that accounting function. 706
(2) If the board of directors determines that any of the 707
terms and conditions of the proposed transaction are unreasonable 708
or unfair to the members and if the proposed purchaser is 709
unwilling to amend the offer to make the terms and conditions of 710
the offer reasonable and fair to the members, then the board of 711
directors may institute a proceeding in the chancery court of the 712
county where the corporation's principal office is located to 713
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enjoin the proposed transaction. If the court determines that the 714
terms and conditions of the proposed offer are unreasonable or 715
unfair to the members, it shall permanently enjoin the proposed 716
transaction, unless the offer is amended to make the terms and 717
conditions reasonable and fair to the members. If the court 718
determines that the terms and conditions of the offer are 719
reasonable and fair to the members, the court shall order the 720
corporation to submit the proposed transaction to the members for 721
a vote. The court may appoint one or more independent experts to 722
review the terms and conditions of the proposed transaction and 723
make a recommendation to the court. Such independent experts 724
shall have the powers described in the order appointing them, or 725
in any amendment thereto. Nothing in this subsection shall be 726
construed as prohibiting or limiting the rights of the members of 727
the corporation from acting pursuant to subsection (1)(e)(ii) of 728
this section. 729
(3) Any party which, in providing the disclosure information 730
required by subsection (1)(a) above, makes false or misleading 731
statements concerning material facts or omits information which 732
makes the information disclosed misleading shall be liable to the 733
members of the corporation for actual damages. 734
(4) Purchasers, affiliates, cooperatives or agents thereof 735
shall conduct a diligent investigation to secure all material 736
information reasonably available and any purchaser, affiliate, 737
cooperative or agent thereof which, in making any communication 738
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with members of the corporation, written or oral, knowingly makes 739
false or misleading statements concerning material facts or omits 740
information which makes the information misleading may be liable 741
to the injured party for damages incurred thereby. 742
(5) It shall be deemed a breach of the fiduciary duty owed 743
by a director of the corporation to the corporation and its 744
members for any director of the corporation, directly or 745
indirectly, to accept any payment, compensation, remuneration or 746
benefit paid by, or on behalf of, any purchaser or affiliate of a 747
purchaser except for the benefits received by all members of the 748
corporation on a nondiscriminatory basis. 749
(6) The board of directors may, without authorization by the 750
members, sell, mortgage, lease or otherwise encumber or dispose of 751
(a) any of its property which, in the judgment of the board, is 752
neither necessary nor useful in operating and maintaining the 753
corporation's system and which in any one (1) year shall not 754
exceed ten percent (10%) in value of all of the property of the 755
corporation, or (b) merchandise. The board of directors of the 756
corporation, without authorization by the members thereof, shall 757
also have full power and authority upon the affirmative vote of 758
two-thirds (2/3) of the members constituting the full board to 759
authorize the execution and delivery of a mortgage or mortgages or 760
a deed or deeds of trust upon, or the pledging or encumbering of, 761
any or all of the property, assets, rights, privileges, licenses, 762
franchises and permits of the corporation, whether acquired or to 763
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be acquired, and wherever situated, as well as the revenues and 764
income therefrom, all upon such terms and conditions as the board 765
of directors upon the affirmative vote of two-thirds (2/3) of the 766
members constituting the full board shall determine, to secure any 767
indebtedness of the corporation to the United States of America or 768
any instrumentality or agency thereof, or to a national financing 769
institution, organized on a cooperative plan for the purpose of 770
financing its members' programs, projects and undertakings, in 771
which the corporation holds membership. 772
(7) During the first year of the existence of a corporation 773
its property shall not be sold or leased, wholly or in part, 774
unless the sale or lease shall in addition to any approval 775
required by subsections (1) and (2) of this section be approved by 776
a majority of all persons who have signed customers' survey forms 777
or otherwise signified in writing their intention to become 778
members of the corporation. All such persons shall be deemed to 779
have a beneficial interest in the affairs of the corporation 780
insofar as the sale or lease of the property of the corporation is 781
concerned and the members of the board are hereby declared to be 782
the trustees of such persons with respect thereto. 783
SECTION 20. Section 77-5-239, Mississippi Code of 1972, is 784
brought forward as follows: 785
77-5-239. A corporation shall have the power to incur 786
obligations and liabilities, borrow money, issue notes, bonds, 787
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certificates of indebtedness and other obligations, and to enter 788
into contracts of guaranty. 789
SECTION 21. Section 77-5-241, Mississippi Code of 1972, is 790
brought forward as follows: 791
77-5-241. Any note, bond, or other indebtedness issued by a 792
corporation may bear such interest rate or rates as may be 793
determined by the board of directors of the corporation. 794
SECTION 22. Section 77-5-243, Mississippi Code of 1972, is 795
brought forward as follows: 796
77-5-243. A corporation shall have the power to execute and 797
deliver any of one or more mortgages, deeds of trust, financing 798
statements, or other instruments to secure debt covering, or to 799
create by other means a security interest in, any or all of the 800
real or personal property assets, rights, privileges, licenses, 801
franchises, and permits of the corporation or any interest 802
therein, as well as the revenues therefrom, whether acquired or to 803
be acquired wherever situated, for the purpose of securing the 804
payment or performance of any one or more contracts, notes, bonds, 805
or other obligations of the corporation. 806
SECTION 23. Section 77-5-245, Mississippi Code of 1972, is 807
brought forward as follows: 808
77-5-245. A corporation shall have power out of any funds 809
available therefor to purchase any bonds issued by it at a price 810
not exceeding the principal amount thereof and accrued interest 811
thereon. All bonds so purchased shall be canceled. 812
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SECTION 24. Section 77-5-247, Mississippi Code of 1972, is 813
brought forward as follows: 814
77-5-247. All monies of a corporation from whatever source 815
derived, shall be deposited or prudently invested in one or more 816
banks, trust companies, or financial institutions, as may be 817
approved by the board of directors, and, if the corporation shall 818
so require, each of such accounts shall be continuously secured by 819
a pledge of direct obligations of the United States of America or 820
of the State of Mississippi having an aggregate market value, 821
exclusive of accrued interest, at all times at least equal to the 822
balance on deposit in such account or accounts, or otherwise 823
insured by the Federal Deposit Insurance Corporation by whatever 824
mechanism the corporation's board may deem appropriate. 825
Such securities shall either be deposited with the 826
corporation or held by a trustee or agent satisfactory to the 827
corporation. In lieu of any such pledge or such securities, said 828
deposits may be secured by a surety bond or bonds which shall be 829
in form, sufficiency and substance satisfactory to the 830
corporation. 831
SECTION 25. Section 77-5-249, Mississippi Code of 1972, is 832
brought forward as follows: 833
77-5-249. A corporation and its property shall be taxed and 834
assessed in accordance with the laws of the State of Mississippi. 835
SECTION 26. Section 77-5-251, Mississippi Code of 1972, is 836
brought forward as follows: 837
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77-5-251. This article is to be liberally construed, and the 838
enumeration of any object, power, manner, method or thing shall 839
not be deemed to exclude like or similar objects, purposes, 840
powers, manners, methods or things. 841
This article is complete in itself and shall be controlling. 842
The provisions of any other law, general, special or local, except 843
as provided in this article, shall not limit or restrict the 844
powers of any corporation formed under this article. 845
SECTION 27. Section 77-5-253, Mississippi Code of 1972, is 846
brought forward as follows: 847
77-5-253. All corporations created under this article shall 848
submit annual financial and compliance audits to the Mississippi 849
Public Service Commission and Public Utilities Staff for review 850
and archiving. 851
SECTION 28. Section 77-5-255, Mississippi Code of 1972, is 852
brought forward as follows: 853
77-5-255. (1) Subject to the limitations herein, the Public 854
Service Commission shall investigate, review and mediate any 855
dispute which qualifies as specified herein between a member or 856
customer and the corporation of which he is a member. The minimum 857
amount of a dispute which shall qualify for mediation under this 858
section shall be: (a) One Thousand Dollars ($1,000.00) which has 859
accumulated over the past twelve (12) months or (b) ten percent 860
(10%) of the cumulative previous twelve (12) months' billing, 861
whichever shall be the lesser. Investigation, review and 862
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mediation shall be commenced upon the filing of a petition with 863
the Public Service Commission by a corporation or a member or 864
customer of a corporation; provided, however, that the Public 865
Service Commission shall not commence any proceedings nor commence 866
any investigation, review or mediation of any such dispute until 867
it has first been notified by both the member and the corporation 868
of their consent to the investigation, review and mediation. The 869
Public Service Commission also shall not commence any proceedings 870
nor commence any investigation, review or mediation pursuant to 871
such petition if at the time of filing the petition suit has been 872
filed in any court of this state or of the United States with 873
regard to the subject matter of the dispute and in which such 874
corporation and member or customer are parties. Any such petition 875
shall be immediately dismissed if any such suit is filed after 876
filing of the petition with the commission. 877
(2) In any mediation proceedings commenced under the 878
provisions of this section, the Public Service Commission may, by 879
order entered on its minutes and delivery of a certified copy 880
thereof to the corporation, direct the corporation and the member 881
or customer to provide the Public Service Commission with copies 882
of all statements, accounts and reports concerning the dispute 883
which the Public Service Commission may require. The Public 884
Service Commission is further authorized to conduct and may 885
conduct, or request the Public Utilities Staff to conduct, 886
investigation and mediation of the dispute and may negotiate with 887
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the corporation and the member or customer for the resolution 888
thereof. In every mediation proceeding under this section the 889
Public Service Commission may perform only such duties relating to 890
the dispute as it deems reasonable and likely to result in 891
settlement of the dispute between the corporation and the member 892
or customer. 893
(3) Participation and continued participation in any 894
investigation, proceeding, negotiation or mediation under the 895
provisions of this section shall be voluntary by the corporation 896
and the member or customer. 897
SECTION 29. Section 77-5-256, Mississippi Code of 1972, is 898
brought forward as follows: 899
77-5-256. (1) As used herein, the phrase "generation and 900
transmission cooperative" or "G&T cooperative" shall mean a 901
corporation that is formed under this article for the primary 902
purpose of providing wholesale power supply to its members as a 903
wholesale power supply cooperative, and whose membership is 904
comprised of a group of corporations that are formed under this 905
article and have certificates of public convenience and necessity 906
providing the exclusive right and authority to provide retail 907
electric service within their respective certificated service 908
territories. 909
(2) The following additional provisions apply to G&T 910
cooperatives: 911
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(a) A G&T cooperative may amend its certificate of 912
incorporation to change its corporate name, to increase or reduce 913
the number of its directors, or to change any other provisions 914
therein. Notwithstanding any provisions of a G&T cooperative's 915
certificate of incorporation to the contrary and notwithstanding 916
any provisions of Section 77-5-215, a G&T cooperative may amend 917
its certificate of incorporation if the amendment is authorized by 918
the board of directors of the G&T cooperative pursuant to the 919
affirmative vote of at least two-thirds (2/3) of the directors. 920
In the event an amendment is authorized in accordance with the 921
foregoing, a certificate reflecting the amendment to the 922
certificate of incorporation shall be prepared and executed by the 923
president and by the secretary of the G&T cooperative who shall 924
both affirm therein, under oath, that they have been authorized by 925
the G&T cooperative to execute and file such certificate. Such 926
certificate of amendment shall then be filed by the G&T 927
cooperative in the Office of the Secretary of State, who shall 928
forthwith cause this certificate to be handled in the manner 929
prescribed in Section 77-5-211 for original certificates of 930
incorporation; and the amendment of the G&T cooperative's 931
certificate or articles of incorporation shall be effective as of 932
the date on which the certificate of amendment is filed with the 933
Secretary of State, and the powers specified in the certificate of 934
amendment shall thereupon be vested in the G&T cooperative without 935
further formalities. 936
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(b) A G&T cooperative shall have a board of directors, 937
and the powers of the G&T cooperative shall be vested in and 938
exercised by such board of directors. The directors of the G&T 939
cooperative, other than those named in a certificate of 940
incorporation, shall be elected by the members of the G&T 941
cooperative. The board of directors shall include two (2) 942
directors from each member of the G&T cooperative, with one of 943
those directors being the general manager or chief executive of 944
the member and the other being a sitting director on the member's 945
board of directors. The bylaws of a G&T cooperative may also 946
provide for up to three (3) at-large directors to be elected by 947
sitting members of the board of directors, with such 948
qualifications to be an at-large director within the discretion of 949
the board of directors. All directors shall be elected for a term 950
of three (3) years, or for such other term(s) as may be prescribed 951
by the corporation's certificate of incorporation. The directors 952
shall be entitled to reimbursement for expenses incurred by them 953
in the performance of their duties. In addition to causing the 954
G&T cooperative to reimburse directors for expenses, the board may 955
authorize compensation and benefits to be paid to and on behalf of 956
such directors for the performance of their duties including for 957
the time it takes for them to travel to and from meetings and to 958
board functions. The board shall elect periodically from its own 959
number officers as prescribed by the corporation's bylaws. 960
Directors may elect to attend the board meetings by telephone or 961
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video conference. The board may set procedures by which its 962
meetings will be conducted and rule will be by majority vote 963
except where a super majority is required by its articles of 964
incorporation or bylaws. 965
(c) The corporate purpose of a G&T cooperative shall be 966
to render service primarily to its members. After initial 967
incorporation, any corporation formed or operating under this 968
article may become and remain a member if such corporation is 969
accepted into membership by a unanimous vote of the board of 970
directors and complies with the terms and conditions in respect to 971
membership contained in the bylaws of such G&T cooperative. The 972
membership fee of the G&T cooperative shall be fixed by the board 973
of directors. A G&T cooperative may provide capacity, energy, or 974
transmission to a regional transmission market, and independent 975
system operator, or other similar organized market, to the extent 976
provision of such service is expected to provide a direct or 977
indirect benefit to the G&T cooperative's membership. A G&T 978
cooperative has the power to operate across state lines. 979
(d) A G&T cooperative has the power to provide support 980
to its members in their operations, including, but not limited to, 981
accounting, legal, regulatory, engineering, and other areas in 982
which its members determine it is desirable for the generation and 983
transmission corporation to house certain expertise. 984
(e) These provisions are in addition to those 985
applicable to corporations formed or operating under this article 986
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that are not G&T cooperatives and are not to be construed as 987
limitations on the powers or authorities of G&T cooperatives in 988
comparison to corporations that are not G&T cooperatives. 989
(f) It is hereby recognized that generation and 990
transmission cooperatives are subject to rules, regulations and 991
requirements from the Rural Utilities Service, the Federal Energy 992
Regulatory Commission, and the North American Electric Reliability 993
Corporation, as well as the rules and requirements of regional 994
transmission organizations to which they belong and to competitive 995
pressures from the wholesale market. In order to clarify the 996
extent to which a generation and transmission cooperative is 997
subject to regulation by the Mississippi Public Service Commission 998
pursuant to Section 77-3-5, the Legislature declares that a 999
generation and transmission cooperative is only subject to the 1000
provisions of Sections 77-3-11, 77-3-13, 77-3-14, 77-3-23, 77-3-25 1001
and 77-3-27, and also subject to the provisions of Section 1002
77-3-45, and any rules promulgated thereby to the extent such 1003
rules are necessary for the Mississippi Public Service Commission 1004
to carry out its responsibilities under such code sections. The 1005
policy objectives identified in Section 77-3-2 and the definitions 1006
provided in Section 77-3-3 shall be applicable to such code 1007
sections listed above as applied to generation and transmission 1008
cooperatives. 1009
SECTION 30. Section 77-5-257, Mississippi Code of 1972, is 1010
brought forward as follows: 1011
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77-5-257. TVA jurisdiction. It is hereby recognized that 1012
certain corporations formed or operating under this article have 1013
entered into contracts with the Tennessee Valley Authority for the 1014
purchase of wholesale electric power and that the operations, 1015
facilities, services and rates of such corporations are thereby 1016
subject to extensive regulation by the Tennessee Valley Authority. 1017
In order to avoid the inefficiencies and confusion caused by 1018
duplicative, overlapping and conflicting jurisdiction and 1019
regulations, it is hereby declared that the Mississippi Public 1020
Service Commission and political subdivisions of the state shall 1021
not have jurisdiction over and shall not regulate those portions 1022
or aspects of a corporation's operations, facilities, services, or 1023
rates that are regulated by the Tennessee Valley Authority. In 1024
the event of a dispute between the Mississippi Public Service 1025
Commission (commission) and the Tennessee Valley Authority (TVA) 1026
over the existence or scope of TVA's regulatory authority, the 1027
commission shall defer to TVA's asserted authority unless and 1028
until the commission has obtained a favorable, final, and 1029
nonappealable declaratory judgment against TVA in a court of 1030
competent jurisdiction. In any such suit, the commission shall 1031
not force a corporation(s) to incur legal fees and expenses by 1032
naming them as a party, though a corporation shall maintain the 1033
right to seek voluntary intervention under the rules of the court 1034
in which the action is pending. 1035
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ST: Electric Power Association Law; bring
forward entirely and amend election provisions
of.
SECTION 31. Section 77-5-259, Mississippi Code of 1972, is 1036
brought forward as follows: 1037
77-5-259. Limitation for billing errors. In any action or 1038
regulatory proceeding arising from any overbilling or underbilling 1039
by a corporation, no collection, reimbursement, or other relief 1040
may be awarded for underbillings or overbillings occurring more 1041
than six (6) years prior to the commencement of the action or 1042
regulatory proceeding. 1043
SECTION 32. This act shall take effect and be in force from 1044
and after July 1, 2026. 1045