Signing of Articles of Incorporation; Contents of Articles of Incorporation

1. Law
2. Georgia Code
3. Public Utilities and Public Transportation
4. Electrical Service
5. Electric Membership Corporations and Foreign Electric Cooperatives
6. Organization of Electric Membership Corporations
7. 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.

C.J.S.

- 18 C.J.S., Corporations, §§ 33-40.

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