O.C.G.A.

O.C.G.A. § 46-5-100 (2019)

Upon such filing, the conversion shall be deemed to be effective

✓ 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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(b) Any two or more corporations organized under the laws of this state and furnishing or having the corporate power to furnish telephone service may, if otherwise permitted to consolidate by the laws of this state, consolidate into a cooperative subject to this part, with the same effect as if originally organized under this part, by complying with the following requirements:

(1) The proposition for the consolidation into a cooperative and the proposed articles of consolidation and conversion, with any amendments, shall be approved by each consolidating corporation in accordance with the statute or statutes under which it was organized and in accordance with the provisions of subsection (a) of this Code section;

(2) The articles of consolidation and conversion in the form approved shall be executed, acknowledged, and sealed in the manner prescribed in subsection (a) of this Code section and in the statute or statutes under which the consolidating corporations were organized. The articles of consolidation and conversion shall state that they are executed pursuant to this part and such statute or statutes and that each consolidating corporation elects that the new corporation shall be a cooperative. In addition, the articles of consolidation and conversion shall contain all other information required by such statute or statutes and by paragraph (2) of subsection (a) of this Code section, and may contain any provisions not inconsistent with this part deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of consolidation and conversion shall make and annex thereto an affidavit stating that the preceding provisions of this Code section and of the statute or statutes under which the consolidating corporations were organized were duly complied with in regard to such articles. The articles of consolidation and conversion shall be deemed to be the articles of incorporation of the cooperative, and an application for approval thereof, including such articles and the prescribed affidavits, signed and acknowledged by the president or vice-president of each consolidating corporation, shall be presented to and approved by the superior court, filed with the clerk of the superior court of the county in which the principal office of the cooperative is to be located and with the Secretary of State, and published in the same manner as an application for incorporation. The fees to be paid upon such filing shall be as prescribed in Code Section 46-5-100. Upon such filing, the consolidation and conversion shall be deemed to be effective.

History

(Ga. L. 1950, p. 192, § 31; Ga. L. 1984, p. 22, § 46; Ga. L. 1985, p. 149, § 46.)