reglab/statecodes huggingface dataset:
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 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-303.1 - Standard of care for officers in discharge of duties; reasonable reliances

(a)
An officer shall perform his or her duties as an officer in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.
(b)
In performing his or her duties, an officer may rely upon:
(1)
Officers, employees, or agents of the electric membership corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and
(2)
Information, data, opinions, reports, or statements provided by officers, employees, or agents of the electric membership corporation or by legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.
(c)
There shall be a presumption that the process an officer followed in arriving at decisions was done in good faith and that such officer exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from the standard of care of an officer in a like position under similar circumstances.
(d)
Nothing contained in this Code section shall:
(1)
In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the electric membership corporation as evaluated under paragraph (3) of subsection (a) of Code Section
46-3-305
, alter the burden of proving the fact or lack of fairness otherwise applicable;
(2)
Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a conflicting interest transaction under Code Section
46-3-305
;
(3)
Affect any rights to which the electric membership corporation or its members may be entitled under another law of this state or of the United States; or
(4)
Deprive an officer of the applicability, effect, or protection of the business judgment rule.
Amended by 2020 Ga. Laws 391,§ 4, eff. 7/1/2020.
See 2020 Ga. Laws 391, § 6.
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 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-304 - Actions against directors and officers

(a)
An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of an electric membership corporation to procure for the benefit of the electric membership corporation a judgment for the following relief:
(1)
To compel the defendant to account for his official conduct, or any other relief called for by his official conduct, in the following cases:
(A)
The neglect of, failure to perform, or other violation of his duties to the electric membership corporation, or violations of his duties in regard to disposition of corporate assets committed to his charge;
(B)
The acquisition by him, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of his duties; or
(C)
The appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;
(2)
To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful corporate transaction, where there is sufficient evidence that it will be made;
(3)
To set aside an unlawful conveyance, assignment, or transfer of corporate assets, where the transferee knew of its unlawfulness and is made a party to the action.
(b)
An action may be brought for the relief provided in this Code section by the electric membership corporation, or a receiver, trustee in bankruptcy, officer, director, or judgment creditor thereof, or by a member in accordance with Code Section
46-3-272
, relating to derivative actions.
(c)
No action shall be brought for the relief provided in this Code section more than four years from the time the cause of action accrued.
(d)
This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.
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 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-305 - Interested directors and officers

(a)
No contract or transaction between an electric membership corporation and one or more of its directors or officers, or between an electric membership corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall give rise to an award of damages or other sanctions or be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because any of their votes are counted for such purpose, if:
(1)
The material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
(2)
The material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the members, and the contract or transaction is specifically approved or ratified in good faith by vote of such members; or
(3)
The contract or transaction is fair as to the electric membership corporation as of the time it is authorized, approved, or ratified by the board, a committee thereof, or the members.
(b)
Interested directors may be counted in determining the presence of a quorum at a meeting of the board or committee thereof which authorizes the contract or transaction.
Amended by 2020 Ga. Laws 391,§ 5, eff. 7/1/2020.
See 2020 Ga. Laws 391, § 6.
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 46-3-320 - Number of incorporators; age requirement

One or more persons may act as incorporator or incorporators of an electric membership corporation to be formed under this article. Any natural person acting as incorporator shall be at least 18 years of age.
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 46-3-321 - Signing of articles of incorporation; contents of articles of incorporation

(a)
The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth:
(1)
The name of the electric membership corporation;
(2)
That the electric membership corporation is organized pursuant to this article;
(3)
The period of duration, which shall be perpetual unless otherwise limited;
(4)
The purpose or purposes for which the electric membership corporation is organized;
(5)
The address of its initial registered office and the name of its initial registered agent at such address;
(6)
The number of directors constituting the initial board of directors and the name and address of each person who is to serve as a member thereof; and
(7)
The name and address of each incorporator.
(b)
The articles of incorporation may, as a matter of election, also set forth:
(1)
Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation;
(2)
Any provision which under this chapter is required or permitted to be set forth in the bylaws; any such provision set forth in the articles of incorporation need not be set forth in the bylaws; and
(3)
(A)
A provision eliminating or limiting the personal liability of a director to the electric membership corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:
(i)
For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;
(ii)
For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii)
For any transaction from which the director derived an improper personal benefit.
(B)
No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.
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 46-3-323 - Effect of issuance of certificate of incorporation

The certificate of incorporation issued by the Secretary of State shall be conclusive evidence that the electric membership corporation has been incorporated under this article, except as against this state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the electric membership corporation.
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 46-3-324 - Organization meeting of directors

After the corporate existence has begun, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or outside of this state, at the call of any incorporator, for the purpose of adopting bylaws, electing officers, and transacting such other business as properly may come before the meeting. The incorporator or incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.
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 46-3-325 - Adoption of initial bylaws; authority to alter, amend, repeal, or adopt new bylaws; contents of bylaws generally

(a)
The initial bylaws of an electric membership corporation shall be adopted by its board of directors.
(b)
The board of directors shall not have power to alter, amend, or repeal the bylaws or adopt new bylaws directly relating to the election of the board of directors. The board of directors shall otherwise have power to alter, amend, or repeal the bylaws or adopt new bylaws unless such power is reserved exclusively to the members by the articles of incorporation or in bylaws previously adopted by the members; but any bylaws adopted by the board of directors may be altered, amended, or repealed and new bylaws adopted by the members. The members may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the board of directors.
(c)
The bylaws may contain any provisions for the regulation and management of the affairs of the electric membership corporation not inconsistent with law or the articles of incorporation.
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 8 - OPERATION OF ELECTRIC MEMBERSHIP CORPORATIONS GENERALLY (§§ 46-3-340 — 46-3-341) › Section 46-3-340 - Nonprofit operation of electric membership corporations required; rates and fees to cover costs of operation and interest payments and for maintaining reserves; bylaw provisions concerning revenues, assets, and member classification

(a)
Each electric membership corporation shall be operated without profit to its members; but the rates, fees, rents, or other charges for electric energy and any other facilities, supplies, equipment, or services furnished by the electric membership corporation shall be sufficient at all times:
(1)
To cover all administrative and operating expenses and the costs of purchased capacity and energy as necessary or desirable for the prudent conduct of its business, and to cover the payments of the principal of and interest on the obligations issued or assumed by the electric membership corporation in the performance of the purposes for which it was organized; and
(2)
To establish and maintain reasonable reserves.
(b)
An electric membership corporation may also accumulate funds for future capital needs and for the purpose of establishing and maintaining a reasonable capital structure.
(c)
The bylaws of an electric membership corporation shall contain provisions, consistent with subsection (a) of this Code section, for accounting for, allocating, assigning and disposing of its revenues and assets and may establish classes of members for such purposes.
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 8 - OPERATION OF ELECTRIC MEMBERSHIP CORPORATIONS GENERALLY (§§ 46-3-340 — 46-3-341) › Section 46-3-341 - Return of revenues upon death of member

(a)
Unless the bylaws otherwise provide, upon the death of a member or former member who is a natural person, the board of directors shall have authority, but shall not be required, to pay revenues allocated but not previously paid to that member or former member.
(b)
If the member or former member dies testate, such payments shall be made to the person who is the executor of the estate of the decedent at the time of the payment.
(c)
If the member or former member dies intestate and the electric membership corporation is provided a copy of letters of administration for the estate of the decedent, such payments shall be made to the administrator of the estate named therein.
(d)
If the member or former member dies intestate and the electric membership corporation is not provided a copy of letters of administration of the estate of the deceased and such payment is $2,500.00 or less, such payment shall be made to the persons listed below and according to the priority indicated:
(1)
To the surviving spouse of the decedent;
(2)
If no surviving spouse, then to the surviving children of the decedent, pro rata;
(3)
If no surviving children, then to the surviving mother and father of the decedent, pro rata;
(4)
If no surviving parent, then to the surviving brothers and sisters of the decedent, pro rata.
(e)
If the member or former member dies intestate and the electric membership corporation is not provided a copy of the letters of administration and such payment is greater than $2,500.00, such payment shall be made to the person entitled thereto under the laws of descent and distribution of this state.
(f)
Payment to the persons listed in subsections (b) through (e) of this Code section shall operate as a complete acquittal and discharge to the electric membership corporation from any action, claim, or demand of whatever nature for the amount so paid by any heir, distributee, or creditor of the decedent or any other person. Payment to such persons is authorized to be made as provided in subsections (d) and (e) of this Code section without the administration of the estate of the decedent and without the necessity of obtaining an order that no administration is necessary.
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 9 - AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-360 — 46-3-365) › Section 46-3-360 - Right of electric membership corporation to amend articles of incorporation

An electric membership corporation may amend its articles of incorporation from time to time in any and in as many respects as may be desired, so long as the amendment contains only such provisions as might lawfully be contained in original articles of incorporation at the time of making such amendment.
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 9 - AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-360 — 46-3-365) › Section 46-3-361 - Procedure to amend articles of incorporation generally

(a)
Before the electric membership corporation has any members, amendments to the articles of incorporation may be made:
(1)
Before the organization meeting of the directors, by the incorporator or, if there is more than one incorporator, then by two-thirds of the incorporators; and
(2)
At or after the organization meeting of the directors named in the articles of incorporation, by two-thirds of the directors.
(b)
After the electric membership corporation has members, amendments to the articles of incorporation shall be made in the following manner:
(1)
The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting;
(2)
Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record entitled to vote thereon within the time and in the manner provided in Code Section
46-3-263
for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting;
(3)
At such meeting a vote of the members shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the members present and voting at a meeting at which a quorum is present.
(c)
Any number of amendments may be submitted to the members and may be voted upon by them at one meeting.
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 9 - AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-360 — 46-3-365) › Section 46-3-362 - Manner of execution of articles of amendment; contents of articles of amendment

(a)
The articles of amendment, other than an amendment under subsection (b) of this Code section, shall be executed by the electric membership corporation as provided in Code Section
46-3-173
and shall set forth:
(1)
The name of the electric membership corporation;
(2)
The amendment so adopted;
(3)
The date of the adoption of the amendment by the members; and
(4)
The member vote required to adopt the amendment, the number of members entitled to vote, and the number of members who voted for the amendment.
(b)
If the amendment is made by the incorporator or incorporators or directors before the electric membership corporation has any members, the articles of amendment shall be executed by the incorporator or incorporators or directors, as the case may be, and shall set forth:
(1)
The name of the electric membership corporation;
(2)
The amendment so adopted and the date of adoption; and
(3)
A statement that the amendment is made by the incorporator or incorporators or directors before the electric membership corporation has any members.
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 9 - AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-360 — 46-3-365) › Section 46-3-364 - Time of effectiveness of amendment; effect of amendment on pending causes of action

(a)
If the Secretary of State issues a certificate of amendment, the amendment shall become effective as of the time of delivery to the Secretary of State of the articles of amendment so certified; and the articles of incorporation shall be deemed to be amended accordingly.
(b)
No amendment shall affect any existing cause of action in favor of or against such electric membership corporation, or any pending action to which such electric membership corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against such electric membership corporation under its former name shall abate for that reason.
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 10 - MERGERS AND CONSOLIDATIONS INVOLVING ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-380 — 46-3-385) › Section 46-3-380 - Procedure for merger generally

(a)
Any two or more electric membership corporations may merge into one of such electric membership corporations pursuant to a plan of merger approved in the manner provided in this part.
(b)
The board of directors of each electric membership corporation participating in the merger shall, by resolution adopted by each such board, approve a plan of merger setting forth:
(1)
The names of the electric membership corporations proposing to merge, and the name of the electric membership corporation into which they propose to merge, which shall be referred to in this part as the surviving electric membership corporation;
(2)
The terms and conditions of the proposed merger;
(3)
The manner and basis of converting the membership interests into membership interests, rights, obligations, or securities of the surviving electric membership corporation or of any other corporation or, in whole or in part, into cash or other property;
(4)
A statement of any changes in the articles of incorporation of the surviving electric membership corporation to be effected by such merger; and
(5)
Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
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 10 - MERGERS AND CONSOLIDATIONS INVOLVING ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-380 — 46-3-385) › Section 46-3-381 - Procedure for consolidation generally

(a)
Any two or more electric membership corporations may consolidate into a new electric membership corporation pursuant to a plan of consolidation approved in the manner provided in this part.
(b)
The board of directors of each electric membership corporation participating in the consolidation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth:
(1)
The names of the electric membership corporations proposing to consolidate and the name of the new electric membership corporation into which they propose to consolidate, which shall be referred to in this article as the new electric membership corporation;
(2)
The terms and conditions of the proposed consolidation;
(3)
The manner and basis of converting the membership interests into membership interests, rights, obligations, or securities of the new electric membership corporation or any other corporation or, in whole or in part, into cash or other property;
(4)
With respect to the new electric membership corporation, all of the statements required to be set forth in articles of incorporation for electric membership corporations organized under this article; and
(5)
Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
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 10 - MERGERS AND CONSOLIDATIONS INVOLVING ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-380 — 46-3-385) › Section 46-3-382 - Approval of merger or consolidation plan by members

(a)
The board of directors of each electric membership corporation, upon approving such plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special meeting.
(b)
Written notice shall be given to each member not less than 30 days before such meeting, in the manner provided in Code Section
46-3-263
for the giving of notice of meetings of members, and, regardless of whether the meeting is an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger or consolidation. Such notice shall include:
(1)
A copy of the plan of merger or consolidation or an outline of the material features of the plan; and
(2)
A copy of the most recent annual balance sheet and annual profit and loss statement, or comparable financial statements, of each of the merging or consolidating electric membership corporations.
If an electric membership corporation which is a party to any such plan provides retail service, notice that the merger is proposed and of the times and places of the proposed meetings of members for the purpose of voting on the merger shall be delivered not less than 30 days nor more than 90 days before such meeting to the publisher of each newspaper which is the official organ of each county in which each electric membership corporation provides service or to the publisher of one or more newspapers of general circulation published within each such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, together with a check, draft, or money order in the amount of $15.00 in payment of the cost of publishing such notice and a request that such notice be published one time as soon as practicable, but in any event within ten days after receipt of the notice by the newspaper.
(c)
At each such meeting, a vote of the members shall be taken on the proposed plan of merger or consolidation. The proposed plan shall be adopted upon receiving at least two-thirds of the votes of the members present and voting, at a meeting at which a quorum is present.
(d)
After the plan of merger or consolidation has been approved and at any time prior to the issuance of the certificate of merger or certificate of consolidation by the Secretary of State as provided in subsection (f) of Code Section
46-3-383
, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
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 11 - SALE AND OTHER DISPOSITION OF CORPORATE ASSETS (§§ 46-3-400 — 46-3-401) › Section 46-3-400 - Secured transactions and other dispositions of assets not requiring member approval

(a)
Unless the articles of incorporation or bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote or consent of the members:
(1)
Any sale, lease, exchange, or other disposition of less than substantially all the property and assets of the electric membership corporation; and
(2)
The execution and delivery of any one or more mortgages, deeds of trust, or deeds to secure debt covering, or the creation by any other means of a security interest in, any or all of the real or personal property, assets, rights, privileges, licenses, franchises, and permits of the electric membership corporation, or any interest therein, as well as the revenues therefrom, whether acquired or to be acquired, and wherever situated, for the purpose of securing the payment or performance of any one or more contracts, notes, bonds, or other obligation of the electric membership corporation.
(b)
Any transaction made as permitted by this Code section without any vote or consent of the members may be upon such terms and conditions and for such consideration as the board may deem to be in the best interests of the electric membership corporation.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-421 - Filing of statement of intent to dissolve with Secretary of State and state revenue commissioner

The statement of intent to dissolve shall be delivered to the Secretary of State for filing as provided in Code Section
46-3-174
. The electric membership corporation shall also forward a copy of such statement to the state revenue commissioner for filing.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-422 - Effect of filing of statement of intent to dissolve

Upon the filing by the Secretary of State of a statement of intent to dissolve, the electric membership corporation shall cease to carry on its business, except insofar as may be necessary or appropriate for the winding up thereof; but its corporate existence shall continue until the time provided in subsection (g) of Code Section
46-3-428
.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-423 - Procedure after filing statement of intent to dissolve

(a)
The electric membership corporation shall immediately cause notice of its intent to dissolve to be published in a newspaper which is the official organ of the county where the registered office of the electric membership corporation is 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 notice shall be published four times in the newspaper and shall be in substantially the following form:
A Statement of Intent to Dissolve __________________ (name of electric membership corporation), a Georgia electric membership corporation with registered office at __________________ (address of registered office), has been delivered to the Secretary of State by said electric membership corporation and filed by him on __________________, __________________ (month, day, and year), in accordance with the applicable provisions of Article 4 of Chapter 3 of Title 46, the "Georgia Electric Membership Corporation Act."
(b)
The electric membership corporation shall proceed to collect its assets; convey and dispose of such of its properties as are not to be distributed in kind to its members and former members; pay, satisfy, and discharge its liabilities and obligations; and do all other acts required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its members and former members according to their respective rights and interests as such rights and interests are established under the articles of incorporation and bylaws.
(c)
The electric membership corporation, at any time during the liquidation of its business and affairs, may make application to the superior court of the county where the registered office of the electric membership corporation is situated to have the liquidation continued under the supervision of the court as provided in Code Section
46-3-431
.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-424 - Revocation of voluntary dissolution proceedings by electric membership corporation

An electric membership corporation may, at any time prior to the issuance of a certificate of dissolution by the Secretary of State as provided in subsection (d) of Code Section
46-3-428
, revoke voluntary dissolution proceedings theretofore taken, in the following manner:
(1)
The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of such revocation be submitted to a vote at a special meeting of members;
(2)
Written notice, stating that the purpose or one of the purposes of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member within the time and in the manner provided in Code Section
46-3-263
for the giving of notice of special meetings of members;
(3)
At such meeting, a vote of the members shall be taken on a resolution to revoke voluntary dissolution proceedings, which resolution shall require for its adoption the affirmative vote of a majority of all the members;
(4)
Upon the adoption of such resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the electric membership corporation as provided in this article, which statement shall set forth:
(A)
The name of the electric membership corporation;
(B)
The names and respective addresses of its officers;
(C)
The names and respective addresses of its directors;
(D)
A copy of the resolution adopted by the members revoking the voluntary dissolution proceedings; and
(E)
The member vote required to adopt the resolution to revoke voluntary dissolution proceedings, the number of members entitled to vote, and the vote for the resolution;
(5)
If the board has been authorized, in the original resolution to dissolve the electric membership corporation adopted by the members, to abandon dissolution proceedings and to file a statement of revocation of voluntary dissolution proceedings without further member action, then this statement shall be executed by the electric membership corporation as provided in Code Section
46-3-173
upon the adoption by the board of a resolution recommending that the voluntary dissolution proceedings be revoked. In such case, the statement shall set forth a copy of the resolution adopted by the board and shall briefly state why action by the members was not required; but the statement need not be responsive to subparagraphs (D) and (E) of paragraph (4) of this Code section.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-425 - Filing of statement of revocation of voluntary dissolution proceedings with Secretary of State

The statement of revocation of voluntary dissolution proceedings shall be delivered to the Secretary of State for filing as provided in Code Section
46-3-174
.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-426 - Effect of filing of statement of revocation of voluntary dissolution proceedings

Upon the filing by the Secretary of State of a statement of revocation of voluntary dissolution proceedings, the revocation of the voluntary dissolution proceedings shall become effective and the electric membership corporation may again carry on its business.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-427 - Execution of articles of dissolution; contents of articles of dissolution

If voluntary dissolution proceedings under Code Section
46-3-420
have not been revoked, then when all debts, liabilities, and obligations of the electric membership corporation have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the electric membership corporation have been distributed to its members and former members, or adequate provision has been made therefor, articles of dissolution shall be executed by the electric membership corporation as provided in Code Section
46-3-173
, which articles shall set forth:
(1)
The name of the electric membership corporation;
(2)
That the Secretary of State has theretofore filed a statement of intent to dissolve the electric membership corporation and the date on which such statement was filed;
(3)
That all debts, obligations, and liabilities of the electric membership corporation have been paid and discharged or that adequate provision has been made therefor;
(4)
That all remaining property and assets of the electric membership corporation have been distributed among its members and former members in accordance with their respective rights and interests, or that adequate provision has been made therefor, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section
46-3-438
; and
(5)
That there are no actions pending against the electric membership corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action.
Amended by 2010 Ga. Laws 621,§ 2, eff. 7/1/2010.
Amended by 2008 Ga. Laws 444,§ 2, eff. 5/6/2008.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-429 - Commencement of actions for involuntary dissolution of electric membership corporations by superior courts

(a)
If the Secretary of State determines that one of the situations described in subsection (b) of this Code section exists with regard to one or more electric membership corporations, the Secretary of State shall certify to the Attorney General the names of all such electric membership corporations, together with the facts pertinent thereto. Upon receipt of the certification from the Secretary of State, the Attorney General shall mail a notice that such certification has been made, together with a statement of the facts pertinent thereto, to the registered office of the electric membership corporation or, if there is no registered office, to the last known address of the electric membership corporation, or to an officer listed on the most recent annual report filed with the Secretary of State, or, if none is listed, to any officer, director, or incorporator of the electric membership corporation, as shown by the records of the Secretary of State.
(b)
In addition to any other remedies provided by law, the electric membership corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the Attorney General 30 days or more after the date of mailing of the notice to the electric membership corporation under subsection (a) of this Code section, when it is established that:
(1)
The electric membership corporation procured its articles of incorporation through fraud;
(2)
The electric membership corporation has continued, after the written notice by the Attorney General to the electric membership corporation or one of its principal directors or officers, to violate this article in a manner likely to injure the public or the electric membership corporation's members, creditors, or debtors, except that the Attorney General shall not file such action so long as the electric membership corporation is contesting in good faith, in any appropriate judicial or administrative proceeding, the alleged violation or violations of this article upon which the certification to the Attorney General is based;
(3)
The electric membership corporation has been adjudicated bankrupt;
(4)
The electric membership corporation has made a general assignment for the benefit of creditors; or
(5)
By leave of court, when a receiver has been appointed in any action in which the affairs of the electric membership corporation are to be wound up.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-430 - Venue and service of process in action for involuntary dissolution

Every action for the involuntary dissolution of an electric membership corporation shall be commenced in the name of the state by the Attorney General in the superior court of the county in which the last known registered office or principal office of the electric membership corporation, as shown by the records of the Secretary of State, is situated. Process shall issue and be served as in other civil actions.
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 12 - DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS (§§ 46-3-420 — 46-3-440) › Section 46-3-431 - Jurisdiction of court to liquidate assets and business of electric membership corporation

(a)
The superior courts shall have full power to liquidate the assets and business of an electric membership corporation:
(1)
In an action by at least 25 members or 10 percent of all of the members of the electric membership corporation, whichever is less, when it is established:
(A)
That the directors are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock, that irreparable injury to the electric membership corporation is being suffered or is threatened by reason thereof, and that it is impracticable for the court to appoint a provisional director as provided in Code Section
46-3-292
or to continue one in office;
(B)
That the acts of the directors or those in control of the electric membership corporation are illegal or fraudulent;
(C)
That the members are deadlocked in voting power and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or
(D)
That the corporate assets are being misapplied or wasted;
(2)
In an action by a creditor:
(A)
When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the electric membership corporation is insolvent; or
(B)
When the electric membership corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the electric membership corporation is insolvent; or
(3)
Upon application by an electric membership corporation which has filed a statement of intent to dissolve, as provided in Code Section
46-3-420
, to have its liquidation continued under the supervision of the court; or
(4)
When an action has been filed by the Attorney General to dissolve an electric membership corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
(b)
Proceedings under paragraph (1), (2), or (3) of subsection (a) of this Code section shall be brought in the county in which the registered office of the electric membership corporation is situated.
(c)
It shall not be necessary to make directors or members parties to any such action or proceeding unless relief is sought against them personally.