Title 14, Chapter 2, Section 641
( 14-2-641)
(a) As used in this Code section, the term: (1) "Call" means a notice or demand, pursuant to a right contained
in the articles of incorporation, resolution of the board of
directors, or other document governing rights and preferences of
shares or other securities, to redeem, cancel, or otherwise
extinguish a part or all of a class or series of securities of an
issuing corporation. (2) "Registered holder" means the holder or owner of shares or
other securities as shown upon the records maintained by or on
behalf of the issuer for that purpose. (3) "Redemption" includes the surrender, cancellation, or payment
in satisfaction of or with respect to shares or other securities
by an issuer. (b) When a corporation has duly and properly called for redemption
of any securities and the registered holder of the securities has
been mailed notice of call at his last address as it appears on the
records of the corporation but fails to present the certificate for
the securities or otherwise take action as required by the call
within 60 days of the effective date of the call or such longer time
as may be specified in the notice of the call, then the corporation
may transfer the money or other property distributable upon the
redemption to a trustee, for the benefit of the registered owner or
his successors in title, and thereupon the securities shall be
deemed as of the effective date of the call to have been redeemed,
canceled, or paid and no longer outstanding. (c) In order for the transfer to the trustee permitted by subsection
(b) of this Code section to be effective for this purpose, the
corporation must have adopted a plan therefor prior to the call, and
must have mailed notice to the registered holder of the securities
of the details of the plan, including the name and address of the
trustee, at the time of the mailing of the notice of the call. The
registered holder for whom the transfer in trust is made, or his
successors in title, shall have only the right to obtain the money
or other property from the trustee: (1) In the case of certificated securities, upon surrender to the
trustee of the certificates involved; and (2) In the case of uncertificated securities, upon satisfying the
trustee that he was the registered holder. (d) Any money or other property held by the trustee which is not
claimed by the registered holder within six years from the date of
the transfer to the trustee shall be distributed to the persons and
in the manner provided in the plan previously adopted or, if the
provisions for distribution are held to be invalid or the plan does
not contain provisions for distribution, shall be distributed to and
become the property of the Board of Regents of the University System
of Georgia, to be used for educational purposes. The trustee
appointed under this Code section must be a bank or trust company
located in the State of Georgia. (e) The procedures specified in subsections (b) through (d) of this
Code section shall not be exclusive of other procedures, not
otherwise inconsistent with law, specified in the articles of
incorporation, including an amendment of the articles of
incorporation adopted by the board of directors establishing and
designating a series of preferred shares and fixing and determining
the relative rights and preferences of a series of preferred shares,
or in the instruments governing any other securities, with respect
to the redemption of the securities, and, upon compliance by a
corporation with any of those procedures, the shares or other
securities shall be deemed as of the date provided in those
procedures to have been redeemed, canceled, and no longer to be
outstanding, regardless of whether the holders thereof shall have
taken the steps provided in this Code section. |