§ 46-3-383 - 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 - Georgia Statutes

O.C.G.A. 46-3-383 (2010)
46-3-383. 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

(a) Articles of merger or articles of consolidation shall be executed by each electric membership corporation, as provided in Code Section 46-3-173, and shall set forth:

(1) The plan of merger or the plan of consolidation, including the proposed name of the surviving or new electric membership corporation, which name may be that of any of the merging or consolidating electric membership corporations or any other available name permitted under this article;

(2) As to each consolidating electric membership corporation and as to each merging electric membership corporation the members of which voted on such plan, a statement of the member vote required to adopt the plan of merger or consolidation, the number of members entitled to vote, and the vote for the plan; and

(3) The effective time and date of the merger or consolidation if the effective time and date of the merger or consolidation is to be after the delivery of the articles of merger or articles of consolidation to the Secretary of State, as provided in subsection (a) of Code Section 46-3-384.

(b) If the proposed name of the surviving or new electric membership corporation is not that of any of the merging or consolidating electric membership corporations, any one of those electric membership corporations shall obtain from the Secretary of State a certificate which states that such name is available in accordance with Code Section 46-3-220. Such certificate shall be issued upon application to reserve the use of the proposed corporate name as provided in Code Section 46-3-221 and shall be valid for the period provided in Code Section 46-3-221, including any extension of such period granted by the Secretary of State. Upon the expiration of such period or any extension thereof, the certificate shall become void unless a certificate of merger or certificate of consolidation shall have been issued by the Secretary of State within such time.

(c) The merging or consolidating electric membership corporations shall cause the original articles of merger or the original articles of consolidation and two conformed copies of the articles of merger or the articles of consolidation to be delivered to the Secretary of State for filing as provided in subsection (a) of Code Section 46-3-174.

(d) Together with the articles of merger or articles of consolidation, the merging or consolidating electric membership corporations shall cause to be delivered to the Secretary of State:

(1) If subsection (b) of this Code section is applicable, the certificate issued by the Secretary of State reserving the proposed name for the surviving or new electric membership corporation;

(2) Payment to the Secretary of State of the fee provided for in Code Section 46-3-501;

(3) A check, draft, or money order in the amount of $16.00, payable to the clerk of the superior court of the county where the registered office of the surviving or new electric membership corporation is to be located, in payment of the cost of filing the articles of merger or articles of consolidation in that county;

(4) A letter addressed to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving or new electric membership corporation is to be 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 circulation. This letter shall contain a notice to be published four times in the newspaper and shall be in substantially the following form:
(name and address of the newspaper designated by the merging or
consolidating electric membership corporations)
Dear Sirs:
You are requested to publish, four times, a notice in the following
form:
"A (merger) (consolidation) (has been) (will be) effected by and
between (name and state of incorporation of each of the
constituent electric membership corporations) on (month, day,
and year to be inserted by the Secretary of State) by the issuance of a
certificate of (merger) (consolidation) by the Secretary of State, in
accordance with the applicable provisions of Article 4 of Chapter 3 of
Title 46, the 'Georgia Electric Membership Corporation Act.' The name of
the (surviving electric membership corporation in the merger) (new
electric membership corporation resulting from the consolidation) (is)
(will be) (set forth the name and state of incorporation of
the surviving electric membership corporation or new electric membership
corporation, as the case may be), the registered office of which (is)
(will be) located at (address of registered office)."
Enclosed is a (check, draft, or money order) in the amount of $60.00
in payment of the cost of publishing this notice.

Very truly yours,

(Name and address of

merging or consolidating

electric membership cor-

porations or their rep-

resentative)

(5) A check, draft, or money order in the amount of $60.00 payable to the designated newspaper.

(e) Upon delivery of the articles of merger or articles of consolidation to the Secretary of State, the Secretary of State shall affix thereon the hour, day, month, and year of delivery. Not later than the close of business on the first business day following the day of delivery, the Secretary of State shall either issue a certificate of merger or certificate of consolidation in the manner provided in this Code section or reject the articles in the manner provided in this Code section.

(f) If the Secretary of State finds that the articles of merger or articles of consolidation appear to be in proper form for filing and are accompanied by the other items required by subsection (d) of this Code section, he shall, in addition to the requirements of subsection (a) of Code Section 46-3-174:

(1) Issue a certificate of merger or a certificate of consolidation which shall state that the merging or consolidating electric membership corporations have been or will be duly merged or consolidated, as the case may be, and the effective date thereof, by the filing of articles of merger or articles of consolidation in the office of the Secretary of State and the fees paid therefor, as provided by law, and attach the certificate of merger or certificate of consolidation to one conformed copy of the articles of merger or articles of consolidation;

(2) Return the certificate of merger or certificate of consolidation, with the conformed copy of the articles of merger or articles of consolidation attached thereto, to the surviving or new electric membership corporation, as the case may be, or its representative. A copy of the certificate shall be attached to the original articles of merger or articles of consolidation;

(3) Forward a conformed copy of the articles of merger or articles of consolidation, with a copy of the certificate of merger or certificate of consolidation, as the case may be, attached thereto, along with the check, draft, or money order provided for in paragraph (3) of subsection (d) of this Code section, to the clerk of the superior court of the county where the registered office of the surviving or new electric membership corporation is to be located, within four business days after the articles of merger or articles of consolidation have been delivered to the Secretary of State for filing; and

(4) Mail the letter and the check, draft, or money order provided for in paragraphs (4) and (5) of subsection (d) of this Code section to the designated newspaper within four business days after the articles of merger or articles of consolidation have been delivered to the Secretary of State for filing.

(g) If the Secretary of State finds that the articles of merger or articles of consolidation do not appear to be in proper form for filing or are not accompanied by the other items required by subsection (d) of this Code section, he shall reject the articles for filing and shall immediately notify the merging or consolidating electric membership corporations or their representative of such rejection by mailing a notice no later than the close of business on the first business day following the day of delivery of the articles of merger or articles of consolidation for filing. This notice shall specify the reason or reasons for rejection of the articles of merger or articles of consolidation; and the articles and all accompanying materials shall be returned therewith.

(h) The conformed copy of the articles of merger or articles of consolidation, with a copy of the certificate of merger or certificate of consolidation attached thereto, provided for in paragraph (3) of subsection (f) of this Code section shall be filed upon receipt by the clerk of the superior court of the county where the registered office of the surviving or new electric membership corporation is to be located. Failure on the part of the Secretary of State to mail the conformed copy of the articles of merger or articles of consolidation or failure on the part of the clerk of the superior court to comply with this subsection shall not invalidate the issuance of the certificate of merger or certificate of consolidation by the Secretary of State.

(i) The notice provided for in paragraph (4) of subsection (d) of this Code section and in subsection (b) of Code Section 46-3-382 shall be published within ten days after receipt of the notice by the newspaper. Failure on the part of the Secretary of State to mail the notice provided for in paragraph (4) of subsection (d) of this Code section or failure on the part of the newspaper to comply with this subsection shall not affect the validity of the meeting of members at which the merger or consolidation is approved or the validity of the certificate of merger or certificate of consolidation issued by the Secretary of State.