Filing of Articles of Incorporation; Contents; Subscription; Verification; Further Proceedings

  1. Law
  2. Georgia Code
  3. Agriculture
  4. Marketing Facilities, Organizations, and Programs
  5. Cooperative Marketing Associations
  6. Filing of Articles of Incorporation; Contents; Subscription; Verification; Further Proceedings

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  1. Persons desiring to be incorporated under this article must prepare and file in the office of the Secretary of State articles of incorporation setting forth:
    1. The name of the association;
    2. The purpose for which it is formed;
    3. The place where its principal business will be transacted;
    4. The names and addresses of not less than five persons who are to serve as directors for the first term or until the election of their successors;
    5. If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and, if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules, provided that this provision of the charter shall not be altered, amended, or repealed except by the written consent or the vote of three-fourths of the members;
    6. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and the par value thereof; the capital stock may be divided into preferred and common stock; and if so divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and extent of the preference and privileges granted to each.
  2. In addition to the foregoing, the articles of incorporation may contain any provision consistent with law with respect to management; regulation; government; financing; indebtedness; membership; the establishment of voting districts and the election of delegates for representative purposes; and the issuance, retirement, and transfer of its stock, if formed with capital stock; any provisions relative to the way or manner in which it shall operate with respect to its members, officers, or directors; and any other provisions relating to its affairs, provided that nothing so set forth shall be construed as limiting any of the rights or powers otherwise given to such associations.
  3. The articles of incorporation must be subscribed by the incorporators and verified by one of them before an officer authorized by the law of this state to attest deeds and conveyances. The petition shall be filed and further proceedings shall be had in accordance with the general corporation laws for the incorporation of private companies by the Secretary of State as set forth in Title 14.

(Ga. L. 1921, p. 139, § 6; Ga. L. 1924, p. 83, § 1; Code 1933, § 65-203; Ga. L. 1937, p. 473, § 1; Ga. L. 1943, p. 343, § 1; Ga. L. 1980, p. 635, § 1.)

OPINIONS OF THE ATTORNEY GENERAL

Freedom in selecting name.

- Language of section clearly indicates complete freedom in selection of words constituting title or name of the proposed marketing association. 1954-56 Op. Att'y Gen. p. 61.

Contents of name.

- The Secretary of State may properly certify the name of a corporation to be organized as a cooperative marketing association when such name contains therein the word, "Co-Operative," but does not contain any of the words or abbreviations, "Corporation," "Company," "Incorporated," or "Inc.," or any other word indicating a corporation. 1954-56 Op. Att'y Gen. p. 61.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Cooperative Associations, §§ 16, 17.

C.J.S.

- 3 C.J.S., Agriculture, § 172.


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