{"data":{"id":"us-ga/o.c.g.a.-46-3-321","jurisdiction":"us-ga","citation":"O.C.G.A. § 46-3-321","heading":"Signing of articles of incorporation; contents of articles of incorporation.","body":"(a) The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth:\n(1) The name of the electric membership corporation;\n(2) That the electric membership corporation is organized pursuant to this article;\n(3) The period of duration, which shall be perpetual unless otherwise limited;\n(4) The purpose or purposes for which the electric membership corporation is organized;\n(5) The address of its initial registered office and the name of its initial registered agent at such address;\n(6) The number of directors constituting the initial board of directors and the name and address of each person who is to serve as a member thereof; and\n(7) The name and address of each incorporator.\n(b) The articles of incorporation may, as a matter of election, also set forth:\n(1) Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation;\n(2) Any provision which under this chapter is required or permitted to be set forth in the bylaws; any such provision set forth in the articles of incorporation need not be set forth in the bylaws; and\n(3) (A) A provision eliminating or limiting the personal liability of a director to the electric membership corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:\n(i) For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;\n(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or\n(iii) For any transaction from which the director derived an improper personal benefit.\n(B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.","path":["TITLE 46 Public Utilities and Public Transportation","CHAPTER 3 Electrical Service","Article 4 Electric Membership Corporations and Foreign Electric Cooperatives","PART 7 Organization of Electric Membership Corporations"],"source_url":"https://archive.org/download/gov.ga.ocga.2018/release86.2022.11/gov.ga.ocga.title.46.odt","current_through":"Release 86 (2022-11)","vintage":"Public.Resource.Org bulk O.C.G.A., Release 86 (2022-11), retrieved 2026-09-17","retrieved_at":"2026-09-17T19:34:57Z","sha256":"41cbb3ade078dddd60fb65b0a0c82969e795f744bd8a9fbb2533d8ae93799e2b","source_id":"us-ga","stale":false,"prev":"us-ga/o.c.g.a.-46-3-320","next":"us-ga/o.c.g.a.-46-3-322"},"notice":"GroundRules: Original legal text. Not legal advice."}