§ 46-3-365 - Restated articles of incorporation - Georgia Statutes

O.C.G.A. 46-3-365 (2010)
46-3-365. Restated articles of incorporation

(a) An electric membership corporation may at any time restate its articles of incorporation as theretofore amended.

(b) If the restated articles restate the text of the original articles as theretofore amended, without making any further amendment or change, the restated articles may be adopted by the board of directors without a vote of the members. In the alternative, the board may submit the proposed restated articles to the members for approval in accordance with Code Section 46-3-361 relating to amendments of the articles of incorporation.

(c) Any amendment or amendments to the articles of incorporation may be adopted in the form of restated articles of incorporation. In such case the restated articles shall be submitted to the members for approval in accordance with Code Section 46-3-361 relating to amendments of the articles of incorporation.

(d) Upon adoption or approval of the proposed restated articles by the directors or the members, as the case may be, restated articles of incorporation shall be executed by the corporation as provided in Code Section 46-3-173, and shall set forth:

(1) All provisions required by Code Section 46-3-321 to be included in original articles of incorporation at the time of restatement, except for the omissions expressly permitted by subsection (e) of this Code section;

(2) If the restated articles of incorporation restate the text of the original articles of incorporation as theretofore amended without making any further amendment or change, that the restatement purports merely to restate but not to change the original articles of incorporation as theretofore amended and that there is no discrepancy, other than that expressly permitted by subsection (e) of this Code section, between the provisions of the original articles of incorporation and the provisions of the restated articles;

(3) If any amendment or amendments to the articles of incorporation are adopted in the form of restated articles of incorporation, that the restatement purports merely to restate all those provisions then in effect not being amended by such new amendment or amendments;

(4) The date upon which the restatement was authorized by the directors or the members, as the case may be;

(5) If the restatement was authorized by the directors without a vote of the members, the director vote required to adopt the restatement and the number of directors who voted for the restatement;

(6) If the restatement was authorized by the members, the member vote required to adopt the restatement, the number of members entitled to vote, and the number of members who voted for the restatement; and

(7) That the restated articles supersede the original articles of incorporation as theretofore amended.

(e) Restated articles of incorporation need not include statements as to the incorporator, the initial board of directors, the address of the initial registered office, or the name of the initial registered agent.

(f) The electric membership corporation shall cause the original restated articles of incorporation and two conformed copies of the restated articles to be delivered to the Secretary of State for filing as provided in subsection (a) of Code Section 46-3-174.

(g) Together with restated articles of incorporation, the electric membership corporation shall cause to be delivered to the Secretary of State:

(1) If subsection (c) of this Code section is applicable and if the purpose of the amendment or of one of the amendments to the articles of incorporation is to change the corporate name, the certificate issued by the Secretary of State reserving the proposed corporate name;

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

(3) If subsection (c) of this Code section is applicable, a letter containing a notice for legal publication substantially in the form provided in paragraph (4) of subsection (c) of Code Section 46-3-363 and a check, draft, or money order in the amount of $60.00 payable to the designated newspaper; and

(4) 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 electric membership corporation is located on the day of delivery of the restated articles of incorporation to the Secretary of State, in payment of the cost of filing the restated articles of incorporation in that county.

(h) Upon delivery of the restated articles of incorporation 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 restated certificate of incorporation in the manner provided in this Code section or reject the restated articles in the manner provided in this Code section.

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

(1) Issue a restated certificate of incorporation which shall state that the articles of incorporation, as theretofore amended, have been restated and, where subsection (c) of this Code section is applicable, have been amended by the filing of restated articles of incorporation in the office of the Secretary of State and the fees paid therefor, as provided by law, and attach the certificate to one conformed copy of the restated articles of incorporation;

(2) Return the restated certificate of incorporation with the conformed copy of the restated articles of incorporation attached thereto to the electric membership corporation or its representative. A copy of the restated certificate of incorporation shall be attached to the original restated articles of incorporation;

(3) Forward a conformed copy of the restated articles of incorporation with a copy of the restated certificate of incorporation attached thereto, along with the check, draft, or money order provided for in paragraph (4) of subsection (g) of this Code section, to the clerk of the superior court in the county where the registered office of the electric membership corporation is located, within four business days after the restated articles of incorporation have been delivered to the Secretary of State for filing; and

(4) If subsection (c) of this Code section is applicable, mail the letter and the check, draft, or money order provided for in paragraph (3) of subsection (g) of this Code section, with the appropriate date inserted in the notice, to the designated newspaper within four business days after the restated articles of incorporation have been delivered to the Secretary of State for filing.

(j) If the Secretary of State finds that the restated articles of the electric membership corporation do not appear to be in proper form for filing or are not accompanied by the other items required by subsection (g) of this Code section, he shall reject the articles for filing and shall immediately notify the electric membership corporation or its 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 restated articles of incorporation for filing. Such notice shall specify the reason or reasons for rejection of the restated articles; and all accompanying materials shall be returned therewith.

(k) The conformed copy of the restated articles of incorporation, with a copy of the restated certificate of incorporation attached thereto, as provided for in paragraph (3) of subsection (i) 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 electric membership corporation is located. Failure on the part of the Secretary of State to mail the conformed copy of the restated articles of incorporation or failure on the part of the clerk of the superior court to comply with this subsection shall not invalidate the issuance of the restated certificate of incorporation by the Secretary of State.

(l) The notice provided for in paragraph (3) of subsection (g) of this Code section 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 or failure on the part of the newspaper to comply with this subsection shall not invalidate the issuance of the restated certificate of incorporation by the Secretary of State.

(m) If the Secretary of State issued a restated certificate of incorporation, the restated articles of incorporation shall become effective as of the time of delivery to the Secretary of State of the restated articles so certified; and the restated articles shall supersede the original articles of incorporation as theretofore amended.

(n) When a restatement has been effected without a vote of the members, as permitted by subsection (b) of this Code section, that fact shall be disclosed in the next report furnished by the electric membership corporation to all its members and in any event to all of its members within 12 months of the effective date of such restatement.