Survival of remedy after dissolution

The dissolution of an electric membership corporation in any manner, except by a decree of court when the court has supervised the liquidation of the assets and business of the electric membership corporation as provided in this article, shall not take away or impair any remedy available to or against such electric membership corporation or its directors, officers, or members for any right or claim existing, or any liability incurred, prior to such dissolution if an action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the electric membership corporation may be prosecuted or defended by the electric membership corporation in its corporate name. The members, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim. (Code 1933, § 34C-1220, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-440. Revival of electric membership corporation after dissolution by expiration of period of duration. An electric membership corporation that has been dissolved by the expiration of its period of duration but which has continued in business in ignorance of such expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of 15 years immediately following the expiration date fixed by the articles of incorporation so as to extend its period of duration. As of the effective date of the amendment, the corporate existence shall be deemed to have continued without interruption from the expiration date. If during the period between expiration and revival the name of the electric membership corporation has been assumed, reserved, or registered by any other electric membership corporation, the revived electric membership corporation shall not engage in business until it has amended its articles of incorporation to change its name. (Code 1933, § 34C-1221, enacted by Ga. L. 1981, p. 1587, § 1.) 290 Page: 291 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:39 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN T.46, C.3, A.4, P.13 ELECTRICAL SERVICE 46-3-450 Part 13 Powers and Duties of Foreign Electric Cooperatives Transacting Business in State Generally 46-3-450. Requirement of obtaining certificate of authority by foreign electric cooperative; applicability of state laws generally; acts not constituting transaction of business in this state. (a) No foreign electric cooperative shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the Secretary of State. No foreign electric cooperative shall be entitled to procure a certificate of authority under this article to transact in this state any business which an electric membership corporation organized under the laws of this state is not permitted to transact; and no foreign electric cooperative shall be entitled to procure a certificate of authority to transact any business in this state which under any of the laws of this state a foreign electric cooperative is not permitted to transact. Any foreign electric cooperative to which a certificate of authority is granted shall be subject to all licensing and regulatory statutes of this state relating to businesses of the kind which the foreign electric cooperative proposes to transact in this state. A foreign electric cooperative shall not be denied a certificate of authority by reason of the fact that the laws of the state under which such foreign electric cooperative is organized governing its organization and internal affairs differ from the laws of this state; and nothing contained in this article shall be construed to authorize this state to regulate the organization or the internal affairs of such foreign electric cooperative. (b) Without excluding other activities which may not constitute transacting business in this state, a foreign electric cooperative shall not be considered to be transacting business in this state, for the purposes of qualification under this article, solely by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes; (2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs; (3) Maintaining bank accounts, or share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts; (4) Securing or collecting debts or enforcing any rights in property securing the same; (5) Effecting transactions in interstate or foreign commerce; 291 Page: 292 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:39 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-450 PUBLIC UTILITIES, ETC. 46-3-452 (6) Owning and controlling a subsidiary electric membership corporation or other corporation incorporated in or transacting business within this state; or (7) Conducting an isolated transaction not in the course of a number of repeated transactions of like nature. (c) This Code section shall not be deemed to establish a standard for activities which may subject a foreign electric cooperative to taxation or to service of process under any of the laws of this state. (Code 1933, § 34C-1701, enacted by Ga. L. 1981, p. 1587, § 1.)