Section 7-39-302 - Corporate powersEvery energy acquisition corporation has the following powers, unless expressly limited by the terms of the certificate of incorporation, together with all powers incidental to the powers stated in this section or necessary for the performance of those stated in this section, to:
(1) Have succession by its corporate name for the period specified in the certificate of incorporation, unless sooner dissolved;(2) Sue and be sued and prosecute and defend at law or in equity, in any court having jurisdiction of the subject matter and of the parties;(3) Acquire, hold, deal in and dispose of property of all kinds, or any interest in property, for the purposes of the corporation, including, but not limited to, acquiring any kind of interest, alone or jointly with others, in any lands or interests in lands productive of natural gas and other hydrocarbons, or deemed to be potentially productive of natural gas and other hydrocarbons, and any contract rights relative to the production of natural gas and other hydrocarbons, including drilling rights, operating rights, royalties, overriding royalties and other rights, titles and interests;(4) Engage in the acquisition of natural gas and natural gas substitutes by any means, including: (A) Exploration for and development of natural gas reservoirs, alone or in conjunction with others, including geological surveys, the drilling of wells and all activities related to exploration for and development of natural gas reservoirs;(B) Acquisition of supplies of natural gas or natural gas substitutes by purchase from natural gas producers, pipeline companies and others; and(C) Acquisition of any other hydrocarbons or other minerals that may be found incidentally to the acquisition of natural gas or natural gas substitutes;(5) Acquire or construct, own, lease to or from others and operate pipelines, natural gas processing plants, underground and aboveground storage reservoirs for natural gas, pumping stations, terminal facilities and liquefied natural gas facilities, facilities for the handling or processing of natural gas substitutes and other hydrocarbons acquired in the course of the operations of the corporation, and all other facilities necessary or convenient for carrying out the purposes of the corporations;(6) Acquire, hold, deal in and dispose of property of all kinds, or any interest in property, for the purposes of the corporation, including, but not limited to, acquiring, owning, operating, leasing and disposing of rights, titles and interest of every kind and nature in electrical power production, distribution and transmission facilities located within or outside the state, including facilities of every kind and nature, both real and personal, for the procurement of raw materials for the production of electrical energy;(7) Enter into any contract or arrangement with any gas producer, pipeline company or other seller of natural gas or natural gas substitutes, whether within or outside the state, providing for the acquisition of natural gas and natural gas substitutes containing such terms, covenants, representations, warranties and provisions and being for such period or duration as shall be determined by the board of directors of the corporation. In connection with any contract to acquire natural gas or natural gas substitutes, the corporation may enter into commodity price exchange or swap agreements, agreements establishing price floors or ceilings, or both, or other price hedging contracts with any person or entity under such terms and conditions as the board of directors of the corporation may determine, including, but not limited to, provisions permitting the corporation to indemnify or otherwise pay any person or entity for any loss of benefits under such agreement upon early termination of the agreement or default under the agreement. When entering into any such contract or arrangement or any such swap, exchange or hedging agreement evidencing a transaction bearing a reasonable relationship to this state and also to another state or nation, the corporation may agree in the written contract or agreement that the rights and remedies of the parties to the contract or agreement shall be governed by the laws of this state or the laws of such other state or nation; provided, that jurisdiction over any corporation against which an action on such a contract or agreement is brought shall lie solely in a court located in Tennessee that would otherwise have jurisdiction of an action brought in contract against such corporation;(8) Acquire electrical power by any contract or arrangement from the Tennessee valley authority or any similar governmental agency or any other person or entity whether within or outside the state, and acquire any kind of interest, alone or with others, in any electrical power production or transmission facilities, including all substations and other facilities necessary for electric power production or transmission or related to electric power production or transmission, whether inside or outside the state, and enter into any contract or arrangement in connection with electric power production or transmission. Any such contracts authorized in this subdivision (8) shall contain such terms, covenants, representations, warranties and provisions and be for such period or duration as shall be determined by the board of directors of the corporation. In connection with any contract to acquire electrical power, the corporation may enter into commodity price exchange or swap agreements, agreements establishing price floors or ceilings, or both, or other price hedging contracts with any person or entity under such terms and conditions as the board of directors of the corporation may determine, including, but not limited to, provisions permitting the corporation to indemnify or otherwise pay any person or entity for any loss of benefits under such agreement upon early termination of the agreement, or default under the contract. When entering into any such contract or arrangement or any such swap, exchange or hedging agreement evidencing a transaction bearing a reasonable relationship to this state and also to another state or nation, the corporation may agree in the written contract or agreement that the rights and remedies of the parties to the contract or agreement shall be governed by the laws of this state or the laws of such other state or nation; provided, that jurisdiction over any corporation against which an action on such a contract or agreement is brought shall lie solely in a court located in Tennessee that would otherwise have jurisdiction of an action brought in contract against such corporation;(9) Sell, exchange or interchange natural gas or natural gas substitutes and to provide by sale or otherwise, an adequate, dependable and economical gas supply to the corporation's associated municipalities; the state and its departments, agencies, instrumentalities and political subdivisions; gas utility systems either privately or publicly owned; the United States government; other energy acquisition corporations established pursuant to this chapter or under the laws of another jurisdiction; and private persons and entities, whether any of such consumers are inside or outside this state; to establish prices to be paid for such gas or gas substitutes and pricing structures with respect to gas or gas substitutes, including provision for price rebates, discounts, and dividends; and, in connection with any such sales, exchanges or interchanges, to act as agent for such consumers, to secure gas contracts and arrangements with other entities or persons, to make contracts for the sale, exchange, interchange, pooling, transmission, distribution, or storage of gas and fuel of any kind for any such purposes, inside or outside this state, and to transmit gas both for itself and on behalf of others;(10) Sell, exchange or interchange electrical power and to provide by sale or otherwise, an adequate, dependable and economical electrical power supply to the corporation's associated municipalities; the state and its departments, agencies, instrumentalities and political subdivisions; electrical power utility systems either privately or publicly owned; the United States government; other energy acquisition corporations established pursuant to this chapter or under the laws of another jurisdiction; and private persons and entities, whether any of such consumers are inside or outside this state; to establish prices to be paid for such electrical power and pricing structures with respect to electrical power, including provision for rebates, discounts, and dividends; and, in connection with any such sales, exchanges or interchanges, to act as agent for such consumers, to secure electrical power contracts and arrangements with other entities or persons, to make contracts for the sale, exchange, interchange, pooling, transmission, and distribution of electrical power for any such purposes, inside or outside this state, and to transmit electrical power both for itself and on behalf of others;(11) Conduct its meetings by telephonic, electronic or other means of communication, in accordance with the requirements of § 8-44-108 as if the corporation were an agency of state government;(12) Provide to an associated municipality, any entity purchasing gas or electrical energy from the corporation, or any other energy acquisition corporation, transportation and storage capacity, and management services associated therewith, energy supply development and management, technical, financial, informational, promotional, engineering and educational services related to the provision of gas and electrical energy; notwithstanding any provision of this chapter to the contrary, any engineering services will be provided in compliance with title 62, chapter 2;(13) Issue bonds and notes for the borrowing of money;(14) As security for the payment of principal of and interest on any bonds or notes so issued, and any agreements made in connection with the payment of principal of and interest on any bonds or notes, and as security for the obligations of the corporation in connection with the acquisition of supplies of natural gas or electric power by purchase from producers, distributors or others, grant liens upon or otherwise encumber any or all of its property and assets, whether then owned or thereafter acquired, and pledge the revenues and receipts from the property and assets, or from any part of the property and assets, and assign and pledge all or any part of its interest in and rights under any leases, sale contracts or other contracts relating to the leases or sale contracts, so long as gas assets are not pledged or encumbered to secure bonds, notes or obligations for the acquisition of electrical power and electric assets are not pledged or encumbered to secure bonds, notes or obligations for the acquisition of natural gas and natural gas substitutes;(15) Employ and pay compensation to such employees and agents, including engineers, geologists, attorneys and other special consultants or other agents as the board of directors shall deem necessary for the business of the corporation;(16) Exercise all powers expressly given in its certificate of incorporation and establish bylaws and make all rules and regulations not inconsistent with the certificate of incorporation or this chapter, deemed expedient for the management of the corporation's affairs; and(17) Install, read, maintain and remove water meters for an associated municipality or a municipality.Acts 1977, ch. 299, § 3; T.C.A., § 6-4203; Acts 1997 , ch. 93, §§ 7-10; 1999, ch. 345, §§ 9, 10; 2001, ch. 185, § 1; 2005, ch. 110, § 1.