2020 Georgia Code
Title 46 - Public Utilities and Public Transportation
Chapter 3 - Electrical Service
Article 4 - 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

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.)

- 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.

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