Obtaining of Certificate From Secretary of State Upon Amendment of Name of Electric Membership Corporation; Filing Articles of Amendment; Issuance of Certificate of Amendment; Forwarding of Copy of Certificate to Superior Court; Rejection of Articles of Amendment; Publication of Notice

  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. Obtaining of Certificate From Secretary of State Upon Amendment of Name of Electric Membership Corporation; Filing Articles of Amendment; Issuance of Certificate of Amendment; Forwarding of Copy of Certificate to Superior Court; Rejection of Articles of Amendment; Publication of Notice

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  1. If the purpose or one of the purposes of the articles of amendment is to change the corporate name, the electric membership corporation shall cause to be obtained from the Secretary of State a certificate which states that the proposed name is available in accordance with Code Section 46-3-220. Such certificate shall be issued upon application to reserve the use of the proposed name as provided in Code Section 46-3-221 and shall be valid for the period provided in that Code section, including any extension of such period granted by the Secretary of State. Upon the expiration of such period or any extension thereof, the certificate shall become void unless the amendment changing the corporate name shall have become effective within such time.
  2. The electric membership corporation shall cause the original articles of amendment and two conformed copies of the articles to be delivered to the Secretary of State for filing as provided in subsection (a) of Code Section 46-3-174.
  3. Together with the articles of amendment, the electric membership corporation shall cause to be delivered to the Secretary of State:
    1. If subsection (a) of this Code section is applicable, the certificate issued by the Secretary of State reserving the proposed corporate name;
    2. Payment to the Secretary of State of the fee provided for in Code Section 46-3-501;
    3. A check, draft, or money order in the amount of $16.00, payable to the clerk of the superior court of the county where the registered office of the electric membership corporation is located on the day of delivery of the articles of amendment to the Secretary of State, in payment of the cost of filing the articles of amendment in said county;
  4. Upon delivery of the articles of amendment to the Secretary of State, the Secretary of State shall affix thereon the hour, day, month, and year of delivery. Not later than the close of business on the first business day following the day of delivery, the Secretary of State shall either issue a certificate of amendment in the manner provided in this Code section or reject the articles in the manner provided in this Code section.
  5. If the Secretary of State finds that the articles of amendment appear to be in proper form for filing and are accompanied by the other items required by subsection (c) of this Code section, he shall, in addition to the requirements of subsection (a) of Code Section 46-3-174:
    1. Issue a certificate of amendment which shall state that the articles of incorporation have been duly amended by the filing of articles of amendment in the office of the Secretary of State and the fees paid therefor, as provided by law, and attach the certificate to one conformed copy of the articles of amendment;
    2. Return the certificate of amendment with the conformed copy of the articles of amendment attached thereto to the electric membership corporation or its representative. A copy of the certificate of amendment shall be attached to the original articles of amendment;
    3. Forward a conformed copy of the articles of amendment with a copy of the certificate of amendment attached thereto, along with the check, draft, or money order provided for in paragraph (3) of subsection (c) of this Code section, to the clerk of the superior court of the county where the registered office of the electric membership corporation is located, within four business days after the articles of amendment have been delivered to the Secretary of State for filing; and
    4. Mail the letter and the check, draft, or money order provided for in paragraphs (4) and (5) of subsection (c) of this Code section, with the date inserted in the notice, to the designated newspaper within four business days after the articles of amendment have been delivered to the Secretary of State for filing.
  6. If the Secretary of State finds that the articles of amendment do not appear to be in proper form for filing or are not accompanied by the other items required by subsection (c) of this Code section, he shall reject the articles for filing and shall immediately notify the electric membership corporation or its representative of such rejection by mailing a notice no later than the close of business on the first business day following the day of delivery of the articles of amendment for filing. Said notice shall specify the reason or reasons for rejection of the articles of amendment, and said articles and all accompanying materials shall be returned therewith.
  7. The conformed copy of the articles of amendment, with a copy of the certificate of amendment attached thereto, as provided for in paragraph (3) of subsection (e) of this Code section, shall be filed upon receipt by the clerk of the superior court of the county where the registered office of the electric membership corporation is located. Failure on the part of the Secretary of State to mail the conformed copy of the articles of amendment or failure on the part of the clerk of the superior court to comply with this subsection shall not invalidate the issuance of the certificate of amendment by the Secretary of State.
  8. The notice provided for in paragraph (4) of subsection (c) of this Code section shall be published within ten days after receipt of the notice by the newspaper. Failure on the part of the Secretary of State to mail the notice or failure on the part of the newspaper to comply with this subsection shall not invalidate the issuance of the certificate of amendment by the Secretary of State.

(4) A letter addressed to the publisher of a newspaper which is the official organ of the county where the registered office of the electric membership corporation is located or which is a newspaper of general circulation published within that county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation. This letter shall contain a notice to be published four times in the newspaper and shall be in substantially the following form:

(Name and address of the newspaper designated by the electric membership corporation) Dear Sirs: You are requested to publish, four times, a notice in the following form: "The Articles of Incorporation of ________________ (name of electric membership corporation) have been duly amended on __________, __________ (month, day, and year to be inserted by the Secretary of State), by the issuance of a certificate of amendment by the Secretary of State, in accordance with the applicable provisions of Article 4 of Chapter 3 of Title 46, the 'Georgia Electric Membership Corporation Act."' Enclosed is a (check, draft, or money order) in the amount of $60.00 in payment of the cost of publishing this notice. Very truly yours, (Name and address of the electric membership corporation or its representative)

A check, draft, or money order in the amount of $60.00 payable to the designated newspaper.

(Ga. L. 1937, p. 644, § 14; Ga. L. 1957, p. 604, § 3; Ga. L. 1980, p. 72, § 5; Code 1933, § 34C-904, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 88, 95, 208, 209, 211, 213.

C.J.S.

- 18 C.J.S., Corporations, §§ 38, 39.


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