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
§ 46-3-401. Sale, Lease, Exchange, or Other Disposition of Corporate Assets Requiring Member Approval

A sale, lease, exchange, or other disposition of all or substantially all the property and assets of an electric membership corporation, with or without the good will of the electric membership corporation, in all cases other than those dealt with in Code Section 46-3-400 may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, either real or personal, including, but not limited to, bonds or other securities of other electric membership corporations or of foreign electric cooperatives, or shares, bonds, or other securities of any other corporations, either domestic or foreign, as shall be authorized in the following manner:

1. The board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition, specifying to the extent that the board sees fit any or all of the terms and conditions thereof and the consideration to be received by the electric membership corporation therefor and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting;
2. Written notice shall be given to each member not less than 30 days before such meeting, in the manner provided in Code Section 46-3-263 for the giving of notice of meetings of members, and, regardless of whether the meeting is an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed sale, lease, exchange, or other disposition and shall fairly summarize the material features of the proposed transaction. Such written notice shall also be mailed, on the earliest date such notice is given to any member of the electric membership corporation, to any person who supplies retail electric service in this state and who has a contract with the electric membership corporation under which it is entitled to any of the output of or to be served by any facility owned in whole or in part by the electric membership corporation. If the electric membership corporation provides retail service, notice that the sale, lease, exchange, or other disposition is proposed and of the time and place of the proposed meeting of members for the purpose of voting on such disposition shall be delivered not less than 30 days nor more than 90 days before such meeting to the publisher of each newspaper which is the official organ of each county in which the electric membership corporation provides service or to the publisher of one or more newspapers of general circulation published within each such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, together with a check, draft, or money order in the amount of $15.00 in payment of the cost of publishing such notice and a request that such notice be published one time as soon as practicable but, in any event, within ten days after receipt of the notice by the newspaper. Such notice shall be published by each newspaper within ten days of its receipt of the notice; but failure of any newspaper to comply with such publication requirement shall not affect the validity of the meeting of members at which the disposition is approved and shall not affect the validity of the disposition.
3. At such meeting, the members may authorize such sale, lease, exchange, or other disposition and may approve or fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the electric membership corporation therefor. Such authorization shall require the affirmative vote of a majority of the members of the electric membership corporation.
4. After such authorization by a vote of the members, the board of directors may nevertheless in its discretion abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by the members.

(Code 1933, § 34A-128a, enacted by Ga. L. 1950, p. 233, § 3; Ga. L. 1953, Nov.-Dec. Sess., p. 359, § 2; Code 1933, § 34C-1102, 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.

PART 12 DISSOLUTION OF ELECTRIC MEMBERSHIP CORPORATIONS

46-3-420. Commencement of proceedings for voluntary dissolution of an electric membership corporation generally.

An electric membership corporation may be dissolved by the act of the electric membership corporation when authorized in the following manner:

1. The board of directors shall adopt a resolution recommending that the electric membership corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of the members, which may be either an annual or a special meeting;
2. Written notice shall be given to each member not less than 30 days before such meeting, in the manner provided in Code Section 46-3-263 for the giving of notice of meetings of members and, regardless of whether the meeting is an annual or a special meeting, shall state that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the electric membership corporation. Such written notice shall also be mailed, on the earliest date such notice is given to any member of the electric membership corporation, to any person who supplies retail electric service in this state and who has a contract with the electric membership corporation under which it is entitled to any of the output of or to be served by any facility owned in whole or in part by the electric membership corporation. If the electric membership corporation provides retail service, notice that dissolution is proposed and of the time and place of the proposed meeting of members for the purpose of voting on dissolution shall be delivered not less than 30 days nor more than 90 days before such meeting to the publisher of each newspaper which is the official organ of each county in which the electric membership corporation provides service or to the publisher of one or more newspapers of general circulation published within each such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, together with a check, draft, or money order in the amount of $15.00 in payment of the cost of publishing such notice and a request that such notice be published one time as soon as practicable but, in any event, within ten days after receipt of the notice by the newspaper. Such notice shall be published by each newspaper within ten days of its receipt of the notice; but failure of any newspaper to comply with such publication requirement shall not affect the validity of the meeting of members at which dissolution is approved;
3. At such meeting, a vote of the members entitled to vote thereat shall be taken on a resolution to dissolve the electric membership corporation. The resolution may fix the time within which the statement of intent to dissolve, required by this article, shall be delivered to the Secretary of State for filing and also may authorize the board to abandon dissolution proceedings and to file a statement of revocation of voluntary dissolution proceedings without further member action. Such resolution shall be adopted upon receiving the affirmative vote of a majority of the members of the electric membership corporation;
4. Upon the adoption of such resolution, a statement of intent to dissolve shall be executed by the electric membership corporation as provided in Code Section 46-3-173, which statement shall set forth:
   1. The name of the electric membership corporation and its date and county of incorporation;
   2. The names and respective addresses of its officers;
   3. The names and respective addresses of its directors;
   4. A copy of the resolution adopted by the members authorizing the dissolution of the electric membership corporation; and
   5. The member vote required to adopt the resolution to dissolve the electric membership corporation, the number of members entitled to vote, and the vote for the resolution.

(Ga. L. 1937, p. 644, § 16; Code 1933, § 34C-1201, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 2733-2746, 2748, 2750-2756, 2758-2762, 2764-2766, 2770-2778, 2780, 2781, 2812, 2814-2820.

- 19 C.J.S., Corporations, §§ 811-820, 822-835, 837-851.