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GEORGIA CODE (Last Updated: August 20, 2013) |
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Title 46. PUBLIC UTILITIES AND PUBLIC TRANSPORTATION |
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Chapter 3. ELECTRICAL SERVICE |
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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. 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 |
| § 46-3-220. Requirements as to corporate name generally |
| § 46-3-221. Reservation of names |
| Part 4. REGISTERED OFFICE, REGISTERED AGENTS, SERVICE OF PROCESS, AND VENUE |
| § 46-3-240. Registered office and registered agent |
| § 46-3-241. Change of registered office or registered agent |
| § 46-3-242. Service of process on electric membership corporations |
| § 46-3-243. Venue in proceedings against electric membership corporations and foreign electric cooperatives generally |
| 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 |
| § 46-3-291. 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 |
| § 46-3-323. 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 |
| § 46-3-341. Return of revenues upon death of member |
| 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 |
| § 46-3-364. 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 |
| § 46-3-384. 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 |
| § 46-3-400. Secured transactions and other dispositions of assets not requiring member approval |
| § 46-3-401. Sale, lease, exchange, or other disposition of corporate assets requiring member approval |
| 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 |
| § 46-3-429. 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 |
| § 46-3-480. Requirement of annual reports by electric membership corporation and foreign electric cooperative |
| § 46-3-481. Filing of annual reports; correction of 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 |
| Part 17. PENALTIES |
| § 46-3-540. Civil penalties for actions or omissions by electric membership corporations and foreign electric cooperatives |
| § 46-3-541. Civil and criminal penalties for actions or omissions by officers and directors of electric membership corporations and foreign electric cooperatives |
REFS & ANNOS
TITLE 46 Chapter 3 Article 4 NOTE
JUDICIAL DECISIONS
CONSTRUCTION OF ARTICLE TO PROMOTE COMPETITION. --The supreme court will construe the economic aspects of the Georgia Electric Membership Corporation Act, O.C.G.A. § 46-3-170 et seq., in a manner that will broaden competition. Washington Elec. Membership Corp. v. Avant, 256 Ga. 340, 348 S.E.2d 647 (1986).
MEMBERS DISQUALIFIED FROM SERVING AS JURORS IN PROSECUTION INVOLVING CORPORATION. --Members of an electric membership corporation were disqualified from serving as jurors in a prosecution for criminal damage to property owned by the corporation, even though the corporation was not listed as the actual prosecutor. Lowman v. State, 197 Ga. App. 556, 398 S.E.2d 832 (1990).
CITED in Georgia Power Co. v. Altamaha Elec. Membership Corp., 221 Ga. 521, 145 S.E.2d 691 (1965).
CONSTRUCTION OF ARTICLE TO PROMOTE COMPETITION. --The supreme court will construe the economic aspects of the Georgia Electric Membership Corporation Act, O.C.G.A. § 46-3-170 et seq., in a manner that will broaden competition. Washington Elec. Membership Corp. v. Avant, 256 Ga. 340, 348 S.E.2d 647 (1986).
MEMBERS DISQUALIFIED FROM SERVING AS JURORS IN PROSECUTION INVOLVING CORPORATION. --Members of an electric membership corporation were disqualified from serving as jurors in a prosecution for criminal damage to property owned by the corporation, even though the corporation was not listed as the actual prosecutor. Lowman v. State, 197 Ga. App. 556, 398 S.E.2d 832 (1990).
CITED in Georgia Power Co. v. Altamaha Elec. Membership Corp., 221 Ga. 521, 145 S.E.2d 691 (1965).