§ 46-5-90 - Conversion of telephone corporation into a cooperative; consolidation of telephone corporations into a cooperative - Georgia Statutes

O.C.G.A. 46-5-90 (2010)
46-5-90. Conversion of telephone corporation into a cooperative; consolidation of telephone corporations into a cooperative

(a) Any corporation organized under the laws of this state and furnishing or having the corporate power to furnish telephone service may be converted into a cooperative, and shall thereupon become subject to this part, with the same effect as if originally organized under this part, by complying with the following requirements:

(1) The proposition for the conversion of such corporation into a cooperative, along with proposed articles of conversion to give effect thereto, shall be submitted to a meeting of the members or stockholders of such corporation or, in case of a corporation having no members or stockholders, to a meeting of the incorporators of such corporation, the notice of which shall have attached thereto a copy of the proposed articles of conversion;

(2) If the proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or, in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, then articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary;

(3) The articles of conversion shall recite that they are executed pursuant to this part and shall state:

(A) The name of the corporation and the address of its principal office prior to its conversion into a cooperative;

(B) The statute or statutes under which it was organized;

(C) That such corporation elects to become a nonprofit telephone cooperative subject to this part;

(D) Its name as a cooperative;

(E) The address of the principal office of the cooperative;

(F) The names and addresses of the directors of the cooperative; and

(G) The manner in which members, stockholders, or incorporators of such corporation may or shall become members of the cooperative.

In addition, the articles of conversion may contain any provisions, not inconsistent with this part, deemed necessary or advisable for the conduct of the business of the cooperative, including the provisions for the issuance of nonvoting shares of stock as provided for in Code Section 46-5-67. If the articles of conversion make provision for the issuance of such shares of stock, they shall also state the manner in which members, stockholders, or incorporators of such corporation may or shall become shareholders of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this Code section were duly complied with in regard to such articles;

(4) The articles of conversion shall be deemed to be the articles of incorporation of the cooperative, and an application for approval thereof, including such articles and the prescribed affidavit, signed and acknowledged by the president or vice-president of the corporation seeking to be converted into a cooperative, shall be presented to and approved by the superior court, or the judge thereof, filed with the clerk of the superior court of the county in which the principal office of the cooperative is to be located and with the Secretary of State, and published in the same manner as an application for original incorporation. The fee to be paid at the time of such filing shall be as described in Code Section 46-5-100. Upon such filing, the conversion shall be deemed to be effective.

(b) Any two or more corporations organized under the laws of this state and furnishing or having the corporate power to furnish telephone service may, if otherwise permitted to consolidate by the laws of this state, consolidate into a cooperative subject to this part, with the same effect as if originally organized under this part, by complying with the following requirements:

(1) The proposition for the consolidation into a cooperative and the proposed articles of consolidation and conversion, with any amendments, shall be approved by each consolidating corporation in accordance with the statute or statutes under which it was organized and in accordance with the provisions of subsection (a) of this Code section;

(2) The articles of consolidation and conversion in the form approved shall be executed, acknowledged, and sealed in the manner prescribed in subsection (a) of this Code section and in the statute or statutes under which the consolidating corporations were organized. The articles of consolidation and conversion shall state that they are executed pursuant to this part and such statute or statutes and that each consolidating corporation elects that the new corporation shall be a cooperative. In addition, the articles of consolidation and conversion shall contain all other information required by such statute or statutes and by paragraph (2) of subsection (a) of this Code section, and may contain any provisions not inconsistent with this part deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of consolidation and conversion shall make and annex thereto an affidavit stating that the preceding provisions of this Code section and of the statute or statutes under which the consolidating corporations were organized were duly complied with in regard to such articles. The articles of consolidation and conversion shall be deemed to be the articles of incorporation of the cooperative, and an application for approval thereof, including such articles and the prescribed affidavits, signed and acknowledged by the president or vice-president of each consolidating corporation, shall be presented to and approved by the superior court, filed with the clerk of the superior court of the county in which the principal office of the cooperative is to be located and with the Secretary of State, and published in the same manner as an application for incorporation. The fees to be paid upon such filing shall be as prescribed in Code Section 46-5-100. Upon such filing, the consolidation and conversion shall be deemed to be effective.