§ 52-5-12 - Adoption of chapter by companies incorporated prior to April 1, 1969, and by persons otherwise owning or operating a navigation business
O.C.G.A. 52-5-12 (2010)
52-5-12. Adoption of chapter by companies incorporated prior to April 1, 1969, and by persons otherwise owning or operating a navigation business
(a) Any navigation company incorporated prior to April 1, 1969, whether by the General Assembly or otherwise, may amend its charter by adopting the provisions of this chapter, by filing with the Secretary of State a petition signed with the corporate name, stating the name and character of the corporation, the date of the original Act of incorporation, and all amendments thereto. The company shall state in the petition that it desires to amend its charter by having granted to it the corporate powers and privileges granted to other navigation companies by this chapter. The company shall also file along with the petition a certified abstract from the minutes of the corporation, showing that the application for amendment has been authorized by resolution which has been duly adopted by the affirmative vote of the holders of a majority of the shares entitled to vote thereon of the corporation at a meeting held for the purpose of passing upon the resolution duly certified by the president and secretary of the corporation.
(b) When a navigation company amends its charter by following the procedures specified in subsection (a) of this Code section, it may retain its original organization and the same amount of capital stock and other rights and privileges provided for in the original charter, except the right of exemption from taxation, which may not be in conflict with this chapter or any other law of this state relating to the powers and privileges of navigation corporations; and such amendments shall be without prejudice to any of the prior rights or contracts of the corporation.
(c) This chapter may also be adopted by any person owning or operating a navigation business, without prejudice to such organization as may already have existed and without prejudice to his existing contracts and obligations. Whenever any person desires to adopt the provisions of this chapter as provided in this subsection, he shall file a petition with the Secretary of State setting forth with particularity in what manner it is desired to adopt this chapter. When such petition is filed, the Secretary of State shall issue to the person, under the great seal of the state, a certificate setting forth that this person is a body corporate with all the powers, duties, and liabilities of this chapter. Before the certificate shall be issued, the petitioner shall pay to the Secretary of State the fee provided in Code Section 14-4-183.