Procedure after filing statement of intent to dissolve

(a) The electric membership corporation shall immediately cause notice of its intent to dissolve to be published in 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 278 Page: 279 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:29 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-424 circulation. This notice shall be published four times in the newspaper and shall be in substantially the following form: A Statement of Intent to Dissolve (name of electric membership corporation), a Georgia electric membership corporation with registered office at (address of registered office), has been delivered to the Secretary of State by said electric membership corporation and filed by him on , (month, day, and year), in accordance with the applicable provisions of Article 4 of Chapter 3 of Title 46, the ‘‘Georgia Electric Membership Corporation Act.’’ (b) The electric membership corporation shall proceed to collect its assets; convey and dispose of such of its properties as are not to be distributed in kind to its members and former members; pay, satisfy, and discharge its liabilities and obligations; and do all other acts required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its members and former members according to their respective rights and interests as such rights and interests are established under the articles of incorporation and bylaws. (c) The electric membership corporation, at any time during the liquidation of its business and affairs, may make application to the superior court of the county where the registered office of the electric membership corporation is situated to have the liquidation continued under the supervision of the court as provided in Code Section 46-3-431. (Code 1933, § 34C-1204, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1999, p. 81, § 46.) 46-3-424. Revocation of voluntary dissolution proceedings by electric membership corporation. An electric membership corporation may, at any time prior to the issuance of a certificate of dissolution by the Secretary of State as provided in subsection (d) of Code Section 46-3-428, revoke voluntary dissolution proceedings theretofore taken, in the following manner: (1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of such revocation be submitted to a vote at a special meeting of members; (2) Written notice, stating that the purpose or one of the purposes of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member within the time and in the manner provided in Code Section 46-3-263 for the giving of notice of special meetings of members; (3) At such meeting, a vote of the members shall be taken on a resolution to revoke voluntary dissolution proceedings, which resolution 279 Page: 280 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:30 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-424 PUBLIC UTILITIES, ETC. 46-3-426 shall require for its adoption the affirmative vote of a majority of all the members; (4) Upon the adoption of such resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the electric membership corporation as provided in this article, which statement shall set forth: (A) The name of the electric membership corporation; (B) The names and respective addresses of its officers; (C) The names and respective addresses of its directors; (D) A copy of the resolution adopted by the members revoking the voluntary dissolution proceedings; and (E) The member vote required to adopt the resolution to revoke voluntary dissolution proceedings, the number of members entitled to vote, and the vote for the resolution; (5) If the board has been authorized, in the original resolution to dissolve the electric membership corporation adopted by the members, to abandon dissolution proceedings and to file a statement of revocation of voluntary dissolution proceedings without further member action, then this statement shall be executed by the electric membership corporation as provided in Code Section 46-3-173 upon the adoption by the board of a resolution recommending that the voluntary dissolution proceedings be revoked. In such case, the statement shall set forth a copy of the resolution adopted by the board and shall briefly state why action by the members was not required; but the statement need not be responsive to subparagraphs (D) and (E) of paragraph (4) of this Code section. (Code 1933, § 34C-1205, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1984, p. 22, § 46; Ga. L. 1985, p. 149, § 46.)