Procedure for merger generally

Procedure for consolidation generally. Approval of merger or consolidation plan by members. Contents of articles of merger or articles of consolidation; obtaining of certificate from Secretary of State upon use of new name; procedures involving filing, issuance, rejection, and publication of articles of merger or articles of consolidation. Effect of merger or consolidation. Merger or consolidation of electric membership corporations and foreign electric cooperatives. Part 11 46-3-426. 46-3-427. 46-3-428. 46-3-429. 46-3-430. 46-3-431. Sale and Other Disposition of Corporate Assets 46-3-400. 46-3-401. Secured transactions and other dispositions of assets not requiring member approval. Sale, lease, exchange, or other disposition of corporate assets requiring member approval. 46-3-432. 46-3-433. 46-3-434. Part 12 46-3-435. Dissolution of Electric Membership Corporations 46-3-420. 46-3-436. Commencement of proceedings for voluntary dissolution of an electric membership corporation generally. 46-3-437. 117 T.46, C.3 Filing of statement of intent to dissolve with Secretary of State and state revenue commissioner. Effect of filing of statement of intent to dissolve. Procedure after filing statement of intent to dissolve. Revocation of voluntary dissolution proceedings by electric membership corporation. Filing of statement of revocation of voluntary dissolution proceedings with Secretary of State. Effect of filing of statement of revocation of voluntary dissolution proceedings. Execution of articles of dissolution; contents of articles of dissolution. Filing of articles of dissolution with Secretary of State; procedure involving filing, issuance, and rejection of certificate of dissolution; time of cessation of existence of electric membership corporation. Commencement of actions for involuntary dissolution of electric membership corporations by superior courts. Venue and service of process in action for involuntary dissolution. Jurisdiction of court to liquidate assets and business of electric membership corporation. Procedure in liquidation of electric membership corporation by court. Qualification of receivers; giving of bond. Filing of claims in liquidation proceedings; effect of failure to file claims. Discontinuance of liquidation proceedings. Entry of decree of involuntary dissolution; time of cessation of existence of electric membership corporation. Filing of decree of involuntary Page: 118 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:52:31 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN T.46, C.3 PUBLIC UTILITIES, ETC. Sec. 46-3-438. 46-3-439. 46-3-440. dissolution; giving of notice of entry of decree. Deposit with Department of Administrative Services of amount due unknown, disabled, or unlocatable creditors or members; disposition of unclaimed amounts; time limitation. Survival of remedy after dissolution. Revival of electric membership corporation after dissolution by expiration of period of duration. Sec. 46-3-459. 46-3-460. 46-3-461. 46-3-462. 46-3-463. Part 13 Powers and Duties of Foreign Electric Cooperatives Transacting Business in State Generally 46-3-450. 46-3-451. 46-3-452. 46-3-453. 46-3-454. 46-3-455. 46-3-456. 46-3-457. 46-3-458. 46-3-464. Requirement of obtaining certificate of authority by foreign electric cooperative; applicability of state laws generally; acts not constituting transaction of business in this state. Powers of foreign electric cooperatives under certificate of authority generally. Name of foreign electric cooperative. Change of name by foreign electric cooperative. Contents of application for certificate of authority; submission of consent to appointment as registered agent; execution of application by officers of foreign electric cooperative. Filing of application for certificate of authority; issuance of certificate of authority by Secretary of State. Effect of certificate of authority. Designation of registered office and registered agent of foreign electric cooperative; maintenance by Secretary of State of offices and agents; consent to appointment as agent. Change of registered office or registered agent of foreign electric cooperative. 46-3-465. 46-3-466. 46-3-467. 46-3-468. 46-3-469. T.46, C.3 Service of process on foreign electric cooperative authorized to transact business in this state. Filing of amendment to articles of incorporation of foreign electric cooperative. Effect of merger whereby foreign electric cooperative is surviving entity. Amending of certificate of authority. Contents of application for withdrawal; execution of application and attestation by officers; obtaining of certificate from state revenue commissioner. Filing of application for withdrawal; issuance of certificate of withdrawal; time of cessation of authority to transact business. Effect of termination of existence of foreign electric cooperative. Grounds for revocation of certificate of authority; giving notice of revocation. Issuance of certificate of revocation; time of cessation of authority to transact business. Application for reinstatement of certificate of authority. Transacting business without certificate of authority. Part 14 Annual Reports 46-3-480. 46-3-481. Requirement of annual reports by electric membership corporation and foreign electric cooperative. Filing of annual reports; correction of reports. Part 15 Fees and Charges 46-3-500. 46-3-501. 46-3-502. 118 Authority of Secretary of State to charge and collect fees generally. Fees for filing documents and issuing certificates. Fees for furnishing certified copies of documents, instru- Page: 119 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:52:32 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN T.46, C.3 ELECTRICAL SERVICE T.46, C.3, A.1, P.1 Sec. Sec. 46-3-503. Secretary of State’s decision to superior court; appeal by foreign electric cooperative whose certificate is revoked; appeal of decision of superior court. ments, and papers and for furnishing a certificate of search or a certificate of good standing. Fees for advertising. Part 16 Part 17 Provisions Relating to the Secretary of State Penalties 46-3-520. 46-3-521. 46-3-522. 46-3-523. Powers of Secretary of State generally. Propounding of interrogatories by Secretary of State. Disclosure of facts and information obtained from interrogatories. Notification of actions taken by Secretary of State; appeal of