2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 7 - ORGANIZATION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-320 — 46-3-326) › Section 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; publication of notice; commencement of corporate existence

(a)
The incorporator or incorporators or his or their representative shall obtain from the Secretary of State a certificate which states that the name of the proposed electric membership corporation is available in accordance with Code Section
46-3-220
. Such certificate shall be issued upon application to reserve the use of the proposed corporate name as provided in Code Section
46-3-221
and shall be valid for the period provided in Code Section
46-3-221
, including any extension of such period granted by the Secretary of State. Upon the expiration of such period or any extension thereof, the certificate shall become void unless the electric membership corporation shall have come into existence within such time.
(b)
The incorporator or incorporators or his or their representative shall deliver the original articles of incorporation and two conformed copies of the articles to the Secretary of State for filing as provided in subsection (a) of Code Section
46-3-174
.
(c)
Together with the articles of incorporation, the incorporator or incorporators or his or their representative shall deliver to the Secretary of State:
(1)
A certificate issued by the Secretary of State reserving the name of the proposed electric membership corporation, as provided in subsection (a) of this Code section;
(2)
Payment to the Secretary of State of the fee provided for in Code Section
46-3-501
;
(3)
A check, draft, or money order in the amount of $16.00, payable to the clerk of the superior court of the county where the initial registered office of the electric membership corporation is to be located, in payment of the cost of filing the articles of incorporation in that county and in payment of the fee required in civil actions and proceedings as required by Code Sections
15-6-77
and
47-14-51
;
(4)
A letter addressed to the publisher of a newspaper which is the official organ of the county where the initial registered office of the electric membership corporation is to be located or which is a newspaper of general circulation published within that county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation. This letter shall contain a notice to be published four times in the newspaper and shall be in substantially the following form:
(name and address of the newspaper designated by the incorporator or incorporators or his or their representative)
Dear Sirs:
You are requested to publish, four times, a notice in the following form:
"__________________ (name of electric membership corporation) has been duly incorporated on __________________ (month, day, and year to be inserted by the Secretary of State), by the issuance of a certificate of incorporation by the Secretary of State in accordance with the applicable provisions of Article 4 of Chapter 3 of Title 46, the 'Georgia Electric Membership Corporation Act.' The initial registered office of the electric membership corporation is located at __________________ (address of registered office) and its initial registered agent at such address is (name of agent)."
Enclosed is a (check, draft, or money order) in the amount of $60.00 in payment of the costs of publishing this notice.
Very truly yours,
(Name and address
of incorporator or
incorporators or his or
their representative)
(5)
A check, draft, or money order in the amount of $60.00, payable to the designated newspaper; and
(6)
A consent to appointment as registered agent, as provided for in subsection (c) of Code Section
46-3-240
.
(d)
Upon delivery of the articles of incorporation to the Secretary of State, the Secretary of State shall affix thereon the hour, day, month, and year of delivery. Not later than the close of business on the first business day following the day of delivery, the Secretary of State shall either issue a certificate of incorporation in the manner provided in this Code section or shall reject the articles in the manner provided in this Code section.
(e)
If the Secretary of State finds that the articles of incorporation appear to be in proper form for filing and are accompanied by the other items required by subsection (c) of this Code section, he shall, in addition to the requirements of subsection (a) of Code Section
46-3-174
:
(1)
Issue a certificate of incorporation in substantially the following form and attach it to one conformed copy of the articles of incorporation:
State of Georgia
Office of the Secretary of State
Ex Officio Corporation Commissioner
This is to certify that __________________ (the name of the electric membership corporation) has been duly incorporated under the laws of the State of Georgia on the __________________ day of __________________, __________________ (insert date articles of incorporation are delivered for filing), by the filing of articles of incorporation in the office of the Secretary of State and the fees therefor paid, as provided by law, and that attached hereto is a true copy of the said articles of incorporation.
Witness my hand and official seal, this __________________ day of __________________, __________________.
__________________
Secretary of State
Ex Officio Corporation
Commissioner of the
State of Georgia
(2)
Return the certificate of incorporation with the conformed copy of the articles of incorporation attached thereto to the incorporator or incorporators or his or their representative. A copy of the certificate of incorporation shall be attached to the original articles of incorporation;
(3)
Forward a conformed copy of the articles of incorporation with a copy of the certificate of incorporation attached thereto, along with the check, draft, or money order provided for in paragraph (3) of subsection (c) of this Code section, to the clerk of the superior court in the county where the initial registered office of the electric membership corporation is located, within four business days after the articles of incorporation have been delivered to the Secretary of State for filing;
(4)
Mail the letter and the check, draft, or money order provided for in paragraphs (4) and (5) of subsection (c) of this Code section, with the date of incorporation inserted in the notice, to the designated newspaper within four business days after the articles of incorporation have been delivered to the Secretary of State for filing.
(f)
If the Secretary of State finds that the articles of incorporation do not appear to be in proper form for filing or are not accompanied by the other items required by subsection (c) of this Code section, he shall reject the articles for filing and shall immediately notify the incorporator or incorporators or his or their representative of such rejection by mailing a notice no later than the close of business on the first business day following the day of delivery of the articles of incorporation for filing. The notice shall specify the reason or reasons for rejection of the articles of incorporation; and the articles and all accompanying materials shall be returned therewith.
(g)
The conformed copy of the articles of incorporation, with a copy of the certificate of incorporation attached thereto, provided for in paragraph (3) of subsection (e) of this Code section shall be filed upon receipt by the clerk of the superior court of the county where the initial registered office of the electric membership corporation is to be located. Failure on the part of the Secretary of State to mail the conformed copy of the articles of incorporation or failure on the part of the clerk of the superior court to comply with this subsection shall not invalidate the issuance of the certificate of incorporation by the Secretary of State.
(h)
The notice provided for in paragraph (4) of subsection (c) of this Code section shall be published within ten days after receipt of the notice by the newspaper. Failure on the part of the Secretary of State to mail the notice or failure on the part of the newspaper to comply with this subsection shall not invalidate the issuance of the certificate of incorporation by the Secretary of State.
(i)
If the Secretary of State issues a certificate of incorporation, the corporate existence of the electric membership corporation shall begin as of the time of delivery to the Secretary of State of the articles of incorporation so certified.