2021 Georgia Code
Title 46 - Public Utilities and Public Transportation
Chapter 3 - Electrical Service
Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives
Part 7 - Organization of Electric Membership Corporations
§ 46-3-321. Signing of Articles of Incorporation; Contents of Articles of Incorporation

1. 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.
2. 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. 1. 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:
         1. For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;
         2. For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
         3. For any transaction from which the director derived an improper personal benefit.
      2. 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.

(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.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 199, 202-209, 211, 213, 214.

- 18 C.J.S., Corporations, §§ 33-40.