Jurisdiction of Court to Liquidate Assets and Business of Electric Membership Corporation

  1. Law
  2. Georgia Code
  3. Public Utilities and Public Transportation
  4. Electrical Service
  5. Electric Membership Corporations and Foreign Electric Cooperatives
  6. Dissolution of Electric Membership Corporations
  7. Jurisdiction of Court to Liquidate Assets and Business of Electric Membership Corporation

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  1. The superior courts shall have full power to liquidate the assets and business of an electric membership corporation:
    1. In an action by at least 25 members or 10 percent of all of the members of the electric membership corporation, whichever is less, when it is established:
      1. That the directors are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock, that irreparable injury to the electric membership corporation is being suffered or is threatened by reason thereof, and that it is impracticable for the court to appoint a provisional director as provided in Code Section 46-3-292 or to continue one in office;
      2. That the acts of the directors or those in control of the electric membership corporation are illegal or fraudulent;
      3. That the members are deadlocked in voting power and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or
      4. That the corporate assets are being misapplied or wasted;
    2. In an action by a creditor:
      1. When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the electric membership corporation is insolvent; or
      2. When the electric membership corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the electric membership corporation is insolvent; or
    3. Upon application by an electric membership corporation which has filed a statement of intent to dissolve, as provided in Code Section 46-3-420, to have its liquidation continued under the supervision of the court; or
    4. When an action has been filed by the Attorney General to dissolve an electric membership corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
  2. Proceedings under paragraph (1), (2), or (3) of subsection (a) of this Code section shall be brought in the county in which the registered office of the electric membership corporation is situated.
  3. It shall not be necessary to make directors or members parties to any such action or proceeding unless relief is sought against them personally.

(Code 1933, § 34C-1212, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 2736, 2812, 2814-2816.

C.J.S.

- 19 C.J.S., Corporations, § 844.


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