                                 CODE OF VIRGINIA

POWERS (§ 56-231.43)

A. Each cooperative formed under this article shall have power to do any and all
lawful acts or things, including, but not limited to the power:

   1. To purchase, sell, generate, store, transport or transmit energy, energy
   services, products and equipment.

   2. To sue and be sued.

   3. To have a seal and alter the same at pleasure.

   4. To acquire, hold and dispose of property, real and personal, tangible and
   intangible, or interests therein and to pay in cash or property or on credit,
   and to secure and procure payment of all or any part of the purchase price
   thereof on such terms and conditions as the board shall determine.

   5. To render service and to acquire, own, operate, maintain and improve a
   system or systems.

   6. To accept gifts or grants of money or of property, real or personal, and to
   accept voluntary and uncompensated services.

   7. To sell, lease, mortgage or otherwise encumber or dispose of all or any
   parts of its property.

   8. To contract debts, borrow money and to issue or assume the payment of bonds
   and other obligations.

   9. To fix, maintain and collect reasonable fees, rents, tolls and other
   charges for service rendered.

   10. To exercise, with respect to its construction of regulated transmission
   facilities as a power supply cooperative, all the powers set forth in &#xA7;
   56-49, including the power of eminent domain as prescribed for other public
   service corporations by general law.

   11. To assist its members, by loans or otherwise, in the acquisition by them
   of energy and electrical, technological and other equipment related to the
   business of the cooperative.

   12. To issue nonassessable nonvoting common and preferred capital stock or
   similar securities and pay dividends thereon.

   13. To perform any and all of the foregoing acts through or by means of its
   own officers, agents and employees, or by contract.

B. A cooperative shall have the power and is authorized, from time to time, to
issue its obligations for any corporate purpose.

   1. The obligations may be authorized by resolution of the board, and may bear
   any date or dates, mature at any time or times, bear any interest, be payable
   at any times, be in any denominations, be in any form, either coupon or
   registered, carry any registration privileges, be executed in any manner, be
   payable in any medium of payment, at any place or places, and be subject to
   any terms of redemption, as provided by the resolution.

   2. These obligations may be sold in the manner and upon the terms as the board
   may determine. Pending the preparation or execution of definitive bonds or
   obligations, interim receipts or certificates of temporary bonds may be
   delivered to the purchaser of such obligations.

C. A cooperative may purchase any of its own obligations.

D. The Virginia Securities Act (&#xA7; 13.1-501 et seq.) shall not apply to
membership certificates issued by a cooperative or its cooperative affiliates,
or subsidiaries organized prior to January 1, 1999.

HISTORY: 1999, c. 874; 2000, cc. 944, 999.