O.C.G.A.

O.C.G.A. § 46-3-321 (2019)

Signing of articles of incorporation; contents of articles of incorporation

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(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.

History

(Ga. L. 1937, p. 644, § 6; Ga. L. 1980, p. 72, § 3; Code 1933, § 34C-702, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1988, p. 1451, § 3.)

Annotations

JUDICIAL DECISIONS Cited in Flint Elec. Membership Corp. v. Posey, 78 Ga. App. 597, 51 S.E.2d 869

(1949); Lamar Elec. Membership Corp. v.

Carroll, 89 Ga. App. 440, 79 S.E.2d 832 (1953). RESEARCH REFERENCES Am. Jur. 2d. - 18 Am. Jur. 2d, Corporations, §§ 199, 202-209, 211, 213, 214.

C.J.S. - 18 C.J.S., Corporations, §§ 33-40.