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2018 Georgia Code 46-3-385 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 46-3-385 Case Law from Google Scholar Amendments to OCGA 46-3-385

TITLE 46 PUBLIC UTILITIES AND PUBLIC TRANSPORTATION

Section 3. Electrical Service, 46-3-1 through 46-3-541.

ARTICLE 4 ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES

46-3-385. Merger or consolidation of electric membership corporations and foreign electric cooperatives.

  1. One or more foreign electric cooperatives and one or more electric membership corporations may be merged or consolidated into an electric membership corporation or a foreign electric cooperative, if such merger or consolidation is permitted by the laws of the jurisdiction under which each such foreign electric cooperative is organized.
  2. With respect to procedure, including all filing and advertising requirements:
    1. Each such foreign electric cooperative shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized;
    2. Each electric membership corporation shall comply with the provisions of this article relating to the merger or consolidation, as the case may be, of electric membership corporations. If the surviving or new corporation is to be a foreign electric cooperative without a registered office in this state, the notice provided for in paragraph (4) of subsection (d) of Code Section 46-3-383 shall be published, and the conformed copy of the articles of merger or articles of consolidation provided for in paragraph (3) of subsection (f) of Code Section 46-3-383 shall be filed in the county where the registered office of any of the electric membership corporations is located.
  3. If the surviving or new corporation, as the case may be, is to be governed by the laws of any jurisdiction other than this state, it shall comply with the provisions of this article with respect to foreign electric cooperatives if it is to transact business in this state, and in every case it shall be deemed to have filed with the Secretary of State of this state:
    1. An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any electric membership corporation which is a party to such merger or consolidation; and
    2. An irrevocable appointment of the Secretary of State of this state as its agent to accept service of process in any such proceeding.
  4. If the surviving or new corporation is to be governed by the laws of this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of electric membership corporations. If the surviving or new corporation is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of electric membership corporations except insofar as the laws of such other jurisdiction provide otherwise.
  5. At any time prior to the issuance of the certificate of merger or certificate of consolidation by the Secretary of State, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

(Code 1933, § 34C-1006, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 1490-1514.

PART 11 S ALE AND OTHER DISPOSITION OF CORPORATE ASSETS

46-3-400. Secured transactions and other dispositions of assets not requiring member approval.

  1. 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.
  2. 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.

(Code 1933, § 34A-128a, enacted by Ga. L. 1950, p. 233, § 3; Ga. L. 1953, Nov.-Dec. Sess., p. 359, § 2; Ga. L. 1970, p. 555, § 1; Code 1933, § 34C-1101, enacted by Ga. L. 1981, p. 1587, § 1.)

Editor's notes.

- The "Electric Membership Corporation Act" was enacted by Ga. L. 1937, p. 644, and was unofficially codified at Title 34A of the 1933 Code. Georgia Laws 1950, p. 233, § 2 amended the 1937 Act by adding a section designated as § 34A-128a, which was unofficially codified at § 34A-128.1. In 1968 the General Assembly enacted the "Georgia Municipal Election Code" (Ga. L. 1968, p. 885) and officially designated that Act as Title 34A of the 1933 Code. As a means of accommodating the 1968 Act, the "Electric Membership Corporation Act" was unofficially redesignated as Title 34B. Thus, § 34A-128.1 was unofficially redesignated as § 34B-128.1.

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 2654, 2659-2668, 2670-2672, 2675, 2676, 2678, 2679.

C.J.S.

- 19 C.J.S., Corporations, §§ 651-656, 672-675, 690, 691.

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