Title 46, Chapter 3, Section 173
( 46-3-173)
(a) With respect to any contract, conveyance, or other such document
executed by and on behalf of an electric membership corporation or a
foreign electric cooperative, the presence of the corporate seal or
facsimile thereof, attested by the secretary or an assistant
secretary of the corporation, shall attest: (1) That the corporate seal or facsimile thereof affixed to the
document is in fact the seal of the corporation or a true
facsimile thereof, as the case may be; (2) That any officer of the corporation executing the document
does in fact occupy the official position indicated; that one in
such position is duly authorized to execute such document on
behalf of the corporation; and that the signature of such officer
subscribed thereto is genuine; and (3) That the execution of the document on behalf of the
corporation has been duly authorized. (b) When the seal of an electric membership corporation or facsimile
thereof is affixed to any document and is attested by the secretary
or an assistant secretary of an electric membership corporation, a
third party without knowledge or reason to know to the contrary may
rely on such document as being what it purports to be. (c) When other provisions of this article require a document to be
executed as provided in this Code section, the document shall be
signed by the president or other chief executive officer, or a
vice-president; and his signature shall be attested by the secretary
or an assistant secretary. If the corporate seal is affixed, the
signature of the secretary or assistant secretary shall also attest
the seal. (d) The seal of the electric membership corporation may, but need
not, be affixed to any document executed in accordance with this
article; and its absence therefrom shall not impair the validity of
the document or of any action taken in pursuance thereof or in
reliance thereon. (e) Deeds or other transfer instruments requiring execution after
the dissolution of an electric membership corporation may be signed
by any two of the last officers or directors of the electric
membership corporation and shall operate to convey the interest of
the electric membership corporation in the real estate or other
property described. |