The Cooperative may not sell, lease, or otherwise dispose of all, or substantially all, the property of the Cooperative unless:
a. 2/3 of all directors affirmatively authorized the submission of such to the membership;
b. any tender offer for the transfer of all or substantially all the assets may not be considered for a portion of the system;
c. no transfer of all or substantially all the assets may be considered, which is nothing more than an assignment of large segments of the assigned service are, unless the sale or the assignment of all the territory and the sale of all the assets be considered.;
d. notwithstanding any article, bylaw, resolution, or practice that has ever been utilized by this Cooperative to the contrary, proxy votes, write-in votes, or absentee ballots may not be utilized (1) to established a quorum for either the board of directors or the membership, (2) for consideration or for counting in any voting of the board of directors or (3) the membership in any consideration of the transfer of all or substantially all of its property;
e. any tender offer for the transfer of all or substantially all of the assets of the corporation may not be presented for approval to the membership prior to 180 days after the affirmative two-thirds approval of the board of directors;
f. as the term “board of directors” is utilized in this section dealing with the sale or transfer of all or substantially all of the assets to an entity other than one organized under the Indiana REMC Act describes those who are incumbent board of directors at the time the offer is tendered;
g. no offer for the purchase of all or substantially all the assets the corporation may be considered if it does not include an assumption of all contractual obligations of the corporation, specifically including the total power requirements contract the corporation has with Hoosier Energy Rural Electric Cooperative, Inc. and all terms and conditions contained within said wholesale power contract then in force;
h. the same shall be authorized by a resolution duly adopted at a meeting of its members duly called and held and wherein a quorum was established of fifty percent of the members in person and which resolution shall have received the affirmative vote of at least fifty percent of all its members for each and every district from which the board members are nominated and unless;
The Board of Directors of this Cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage, or mortgages, or a deed or deeds of trust of, or the pledging or encumbering of, any or all the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired and wherever situated, as well as the revenues therefrom, for the purpose of financing the construction or maintenance of the Cooperative’s distribution or transmission system or systems, and for general plant, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative.
The Cooperative may, from time to time, issue its obligations in anticipation of its revenues for any corporate purpose. Said obligations may be authorized by resolution or resolutions of the board and may bear date or dates, mature at such time or times, not exceeding 40 years from their respective dates, bear interest payable in such periods at such rate or rates, be in such denominations, be in such form either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment, at such place or places, and be subject to such terms of redemption, not exceeding par and accrued interest, as such resolution or resolutions may provide. Such obligations may be sold in such manner and upon such terms as the board may determine, at not less than par and accrued interest. Any provision of law to the contrary notwithstanding, any obligations and the interest coupon appertaining thereto, if any, issued pursuant to this chapter, shall possess all the qualities of negotiable instruments.