Applicability of article

(a) This article shall apply to electric membership corporations but shall not apply to other persons except when expressly so provided in this article. (b) This article shall apply to commerce with foreign nations and among the several states only insofar as the same may be permitted under the Constitution and laws of the United States. (c) This article shall not impair the existence of any electric membership corporation existing on July 1, 1981. Any such existing electric membership corporation and its members, directors, and officers shall have the same rights and be subject to the same limitations, restrictions, liabilities, and penalties as an electric membership corporation formed under this article and its members, directors, and officers. (d) If the articles of incorporation or the bylaws of an electric membership corporation in existence on July 1, 1981, contain any provisions which were not authorized or permitted by the prior electric membership corporation law of this state but which are authorized or permitted by this article, such articles of incorporation or bylaw provisions shall be valid on and from July 1, 1981; and action may be taken on and from that date in reliance on such provisions. (Code 1933, § 34C-103, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-173. Effect of affixing corporate seal; signing of documents; affixing of seal as optional; signing of deeds after dissolution of an electric membership corporation. (a) With respect to any contract, conveyance, or other such document executed by and on behalf of an electric membership corporation or a foreign electric cooperative, the presence of the corporate seal or facsimile thereof, attested by the secretary or an assistant secretary of the corporation, shall attest: (1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be; (2) That any officer of the corporation executing the document does in fact occupy the official position indicated; that one in such position is duly authorized to execute such document on behalf of the corporation; and that the signature of such officer subscribed thereto is genuine; and (3) That the execution of the document on behalf of the corporation has been duly authorized. (b) When the seal of an electric membership corporation or facsimile thereof is affixed to any document and is attested by the secretary or an 198 Page: 199 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:53:34 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-174 assistant secretary of an electric membership corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be. (c) When other provisions of this article require a document to be executed as provided in this Code section, the document shall be signed by the president or other chief executive officer, or a vice-president; and his signature shall be attested by the secretary or an assistant secretary. If the corporate seal is affixed, the signature of the secretary or assistant secretary shall also attest the seal. (d) The seal of the electric membership corporation may, but need not, be affixed to any document executed in accordance with this article; and its absence therefrom shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon. (e) Deeds or other transfer instruments requiring execution after the dissolution of an electric membership corporation may be signed by any two of the last officers or directors of the electric membership corporation and shall operate to convey the interest of the electric membership corporation in the real estate or other property described. (Code 1933, § 34C-104, enacted by Ga. L. 1981, p. 1587, § 1.)