ARTICLE 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES
- PART 1 - GENERAL PROVISIONS
- § 46-3-170 - Short title
- § 46-3-171 - Definitions
- § 46-3-172 - Applicability of article
- § 46-3-173 - Effect of affixing corporate seal; signing of documents; affixing of seal as optional; signing of deeds after dissolution of an electric membership corporation
- § 46-3-174 - Filing of documents with Secretary of State; filing of articles of correction
- § 46-3-175 - Receipt of certificates and certified copies in evidence; certification of documents by Secretary of State
- § 46-3-176 - Obligations issued to secure payment of federal loans as constituting securities; exemption of obligations and membership certificates from Georgia securities laws
- § 46-3-177 - Jurisdiction of commission
- § 46-3-178 - Intent of article as regards authority of electric membership corporations to own or operate cable television systems
- § 46-3-179 - Validity of transactions entered into before July 1, 1981; preservation of rights, duties, and interests arising from such transactions
- § 46-3-180 - Effect of article on cause of action, liability, penalty, or special proceeding accrued, existing, incurred, or pending as of July 1, 1981
- § 46-3-181 - Reservation of power by General Assembly
- § 46-3-182 - Construction of article as against Part 1 of Article 1 of this chapter, the "Georgia Territorial Electric Service Act."
- PART 2 - CORPORATE PURPOSES AND POWERS
- § 46-3-200 - Purposes of electric membership corporations
- § 46-3-201 - Existence of electric membership corporations under articles of incorporation; duration of corporations; powers of corporations generally
- § 46-3-202 - Defense of ultra vires
- § 46-3-203 - Unauthorized assumption of corporate powers
- § 46-3-204 - Limitations as to actions growing out of acquisition of rights of way, easements, or occupation of lands of others; damages recoverable
- PART 3 - CORPORATE NAME
- PART 4 - REGISTERED OFFICE, REGISTERED AGENTS, SERVICE OF PROCESS, AND VENUE
- PART 5 - MEMBERS
- § 46-3-260 - Qualifications of members; provision by articles of incorporation or bylaws for transfer, classification, and termination of memberships
- § 46-3-261 - Liability of members
- § 46-3-262 - Meetings of members generally
- § 46-3-263 - Notice of members' meetings
- § 46-3-264 - Closing of record books and fixing of record date
- § 46-3-265 - Quorum of members; adjournment of meeting by majority of members represented at meeting
- § 46-3-266 - Voting by members generally
- § 46-3-267 - Effect of voting requirements provided for in articles of incorporation or bylaws
- § 46-3-268 - Voting by proxy generally
- § 46-3-269 - Dissenters' rights
- § 46-3-270 - Credentials and elections committee
- § 46-3-271 - Maintenance of books and records of account; inspection of books and records by members; preparation of annual financial statements
- § 46-3-272 - Derivative actions by members
- PART 6 - DIRECTORS AND OFFICERS
- § 46-3-290 - Management of business and affairs of electric membership corporation by board of directors; knowledge of limitations on directors' authority required; qualifications; compensation and
- § 46-3-291 - Number of directors; statement of names and addresses of initial directors in articles of incorporation; duration of director's service in office
- § 46-3-292 - Provisional director
- § 46-3-293 - Classification of directors; division of service territory into districts
- § 46-3-294 - Vacancies on board of directors generally
- § 46-3-295 - Removal of directors
- § 46-3-296 - Quorum of directors; action by majority vote; conducting of meetings of board or committees by conference calls
- § 46-3-297 - Executive committee and other committees
- § 46-3-298 - Place, time, and notice of directors' meetings; waiver of notice; adjournment of meetings; notice of adjournment; manner of calling meetings
- § 46-3-299 - Action by directors without a meeting
- § 46-3-300 - Dissent by a director
- § 46-3-301 - Election or appointment of officers generally
- § 46-3-302 - Removal of officers; filling of vacancies
- § 46-3-303 - Duty of directors and officers to act in good faith and with due diligence, care, and skill; reliance on financial information prepared by others
- § 46-3-303.1 - Standard of care for directors and officers in discharge of duties on or after July 1, 1988; reliance upon financial information
- § 46-3-304 - Actions against directors and officers
- § 46-3-305 - Interested directors and officers
- § 46-3-306 - Indemnification of officers, directors, employees, and agents; purchase and maintenance of liability insurance; notice to members of payment of indemnification
- PART 7 - ORGANIZATION OF ELECTRIC MEMBERSHIP CORPORATIONS
- § 46-3-320 - Number of incorporators; age requirement
- § 46-3-321 - Signing of articles of incorporation; contents of articles of incorporation
- § 46-3-322 - Filing articles of incorporation; issuance of certificate of incorporation; forwarding of copy of certificate to clerk of superior court; rejection of articles of incorporation; publica
- § 46-3-323 - Effect of issuance of certificate of incorporation
- § 46-3-324 - Organization meeting of directors
- § 46-3-325 - Adoption of initial bylaws; authority to alter, amend, repeal, or adopt new bylaws; contents of bylaws generally
- § 46-3-326 - Adoption of bylaws for emergency conditions; emergency powers of board of directors generally
- PART 8 - OPERATION OF ELECTRIC MEMBERSHIP CORPORATIONS GENERALLY
- PART 9 - AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF ELECTRIC MEMBERSHIP CORPORATIONS
- § 46-3-360 - Right of electric membership corporation to amend articles of incorporation
- § 46-3-361 - Procedure to amend articles of incorporation generally
- § 46-3-362 - Manner of execution of articles of amendment; contents of articles of amendment
- § 46-3-363 - Obtaining of certificate from Secretary of State upon amendment of name of electric membership corporation; filing articles of amendment; issuance of certificate of amendment; forwardin
- § 46-3-364 - Time of effectiveness of amendment; effect of amendment on pending causes of action
- § 46-3-365 - Restated articles of incorporation
- PART 10 - MERGERS AND CONSOLIDATIONS INVOLVING ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES
- § 46-3-380 - Procedure for merger generally
- § 46-3-381 - Procedure for consolidation generally
- § 46-3-382 - Approval of merger or consolidation plan by members
- § 46-3-383 - Contents of articles of merger or articles of consolidation; obtaining of certificate from Secretary of State upon use of new name; procedures involving filing, issuance, rejection, and
- § 46-3-384 - Effect of merger or consolidation
- § 46-3-385 - Merger or consolidation of electric membership corporations and foreign electric cooperatives
- PART 11 - SALE AND OTHER DISPOSITION OF CORPORATE ASSETS
- PART 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS
- § 46-3-420 - Commencement of proceedings for voluntary dissolution of an electric membership corporation generally
- § 46-3-421 - Filing of statement of intent to dissolve with Secretary of State and state revenue commissioner
- § 46-3-422 - Effect of filing of statement of intent to dissolve
- § 46-3-423 - Procedure after filing statement of intent to dissolve
- § 46-3-424 - Revocation of voluntary dissolution proceedings by electric membership corporation
- § 46-3-425 - Filing of statement of revocation of voluntary dissolution proceedings with Secretary of State
- § 46-3-426 - Effect of filing of statement of revocation of voluntary dissolution proceedings
- § 46-3-427 - Execution of articles of dissolution; contents of articles of dissolution
- § 46-3-428 - Filing of articles of dissolution with Secretary of State; procedure involving filing, issuance, and rejection of certificate of dissolution; time of cessation of existence of electric
- § 46-3-429 - Commencement of actions for involuntary dissolution of electric membership corporations by superior courts
- § 46-3-430 - Venue and service of process in action for involuntary dissolution
- § 46-3-431 - Jurisdiction of court to liquidate assets and business of electric membership corporation
- § 46-3-432 - Procedure in liquidation of electric membership corporation by court
- § 46-3-433 - Qualification of receivers; giving of bond
- § 46-3-434 - Filing of claims in liquidation proceedings; effect of failure to file claims
- § 46-3-435 - Discontinuance of liquidation proceedings
- § 46-3-436 - Entry of decree of involuntary dissolution; time of cessation of existence of electric membership corporation
- § 46-3-437 - Filing of decree of involuntary dissolution; giving of notice of entry of decree
- § 46-3-438 - Deposit with Office of the State Treasurer of amount due unknown, disabled, or unlocatable creditors or members; disposition of unclaimed amounts; time limitation
- § 46-3-439 - Survival of remedy after dissolution
- § 46-3-440 - Revival of electric membership corporation after dissolution by expiration of period of duration
- PART 13 - POWERS AND DUTIES OF FOREIGN ELECTRIC COOPERATIVES TRANSACTING BUSINESS IN STATE GENERALLY
- § 46-3-450 - Requirement of obtaining certificate of authority by foreign electric cooperative; applicability of state laws generally; acts not constituting transaction of business in this state
- § 46-3-451 - Powers of foreign electric cooperatives under certificate of authority generally
- § 46-3-452 - Name of foreign electric cooperative
- § 46-3-453 - Change of name by foreign electric cooperative
- § 46-3-454 - Contents of application for certificate of authority; submission of consent to appointment as registered agent; execution of application by officers of foreign electric cooperative
- § 46-3-455 - Filing of application for certificate of authority; issuance of certificate of authority by Secretary of State
- § 46-3-456 - Effect of certificate of authority
- § 46-3-457 - Designation of registered office and registered agent of foreign electric cooperative; maintenance by Secretary of State of offices and agents; consent to appointment as agent
- § 46-3-458 - Change of registered office or registered agent of foreign electric cooperative
- § 46-3-459 - Service of process on foreign electric cooperative authorized to transact business in this state
- § 46-3-460 - Filing of amendment to articles of incorporation of foreign electric cooperative
- § 46-3-461 - Effect of merger whereby foreign electric cooperative is surviving entity
- § 46-3-462 - Amending of certificate of authority
- § 46-3-463 - Contents of application for withdrawal; execution of application and attestation by officers; obtaining of certificate from state revenue commissioner
- § 46-3-464 - Filing of application for withdrawal; issuance of certificate of withdrawal; time of cessation of authority to transact business
- § 46-3-465 - Effect of termination of existence of foreign electric cooperative
- § 46-3-466 - Grounds for revocation of certificate of authority; giving notice of revocation
- § 46-3-467 - Issuance of certificate of revocation; time of cessation of authority to transact business
- § 46-3-468 - Application for reinstatement of certificate of authority
- § 46-3-469 - Transacting business without certificate of authority
- PART 14 - ANNUAL REPORTS
- PART 15 - FEES AND CHARGES
- § 46-3-500 - Authority of Secretary of State to charge and collect fees generally
- § 46-3-501 - Fees for filing documents and issuing certificates
- § 46-3-502 - Fees for furnishing certified copies of documents, instruments, and papers and for furnishing a certificate of search or a certificate of good standing
- § 46-3-503 - Fees for advertising
- PART 16 - PROVISIONS RELATING TO THE SECRETARY OF STATE
- § 46-3-520 - Powers of Secretary of State generally
- § 46-3-521 - Propounding of interrogatories by Secretary of State
- § 46-3-522 - Disclosure of facts and information obtained from interrogatories
- § 46-3-523 - Notification of actions taken by Secretary of State; appeal of Secretary of State's decision to superior court; appeal by foreign electric cooperative whose certificate is revoked; appe
- PART 17 - PENALTIES