Procedure to Amend Articles of Incorporation Generally

  1. Law
  2. Georgia Code
  3. Public Utilities and Public Transportation
  4. Electrical Service
  5. Electric Membership Corporations and Foreign Electric Cooperatives
  6. Amendment and Restatement of Articles of Incorporation of Electric Membership Corporations
  7. Procedure to Amend Articles of Incorporation Generally

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  1. Before the electric membership corporation has any members, amendments to the articles of incorporation may be made:
    1. Before the organization meeting of the directors, by the incorporator or, if there is more than one incorporator, then by two-thirds of the incorporators; and
    2. At or after the organization meeting of the directors named in the articles of incorporation, by two-thirds of the directors.
  2. After the electric membership corporation has members, amendments to the articles of incorporation shall be made in the following manner:
    1. The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting;
    2. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record entitled to vote thereon within the time and in the manner provided in Code Section 46-3-263 for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting;
    3. At such meeting a vote of the members shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the members present and voting at a meeting at which a quorum is present.
  3. Any number of amendments may be submitted to the members and may be voted upon by them at one meeting.

(Ga. L. 1937, p. 644, § 14; Ga. L. 1957, p. 604, § 3; Ga. L. 1980, p. 72, § 5; Code 1933, § 34C-902, enacted by Ga. L. 1981, p. 1587, § 1.)

Code Commission notes.

- Georgia Laws 1937, p. 644, contained two provisions which were designated as "Section 14," one such provision appearing on page 653 and the other appearing on page 654. The provision appearing on page 653 is codified at § 46-3-340 and the provision appearing on page 654 is codified at § 46-3-360 and this section.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 80-95.

C.J.S.

- 18 C.J.S., Corporations, § 38.


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