GENERAL ASSEMBLY OF NORTH CAROLINA
1987 SESSION

CHAPTER 448
HOUSE BILL 791

AN ACT TO AMEND THE ELECTRIC AND TELEPHONE MEMBERSHIP CORPORATIONS ACT TO ENLARGE THE VOTE OF MEMBERS REQUIRED TO AUTHORIZE A TELEPHONE MEMBERSHIP CORPORATION OR AN ELECTRIC MEMBERSHIP CORPORATION TO SELL, MORTGAGE, LEASE OR OTHERWISE ENCUMBER OR DISPOSE OF ITS PROPERTY.

The General Assembly of North Carolina enacts:

Section 1. G.S. 117-20 reads as rewritten:
"§ 117-20. Encumbrance, sale, etc., of property.–No corporation may sell, mortgage, lease or otherwise encumber or dispose of any of its property (other than merchandise and property which lie within the limits of an incorporated city or town, or which shall represent not in excess of ten percent (10%) of the total value of the corporation's assets, or which in the judgment of the board are not necessary or useful in operating the corporation) unless:
(1)	Authorized to do so by the votes cast in person by at least two-thirds of its total membership, without proxies, and
(2)	The consent of the holders of seventy-five per centum (75%) in amount of the bonds of such corporation then outstanding is obtained.
Notwithstanding the foregoing provisions of this section, the members of such a corporation may, by the affirmative majority of the votes cast in person or by proxy at any meeting of the members, delegate to the board of directors the power and authority (i) to borrow moneys from any source and in such amounts as the board may from time to time determine , (ii) to mortgage or otherwise pledge or encumber any or all of the corporation's property or assets as security therefor, and (iii) with respect to Electric Membership Corporations only, to sell and lease back any of the corporation's property or assets."  
Sec. 2.  G.S. 117-24 reads as rewritten:
"§ 117-24. Dissolution.–Any corporation created hereunder may be dissolved by filing, as hereinafter provided, a certificate which shall be entitled and endorsed 'Certificate of Dissolution of ..........' (the blank space being filled in with the name of the corporation) and shall state:
(1) Name of the corporation, and if such corporation is a corporation resulting from a consolidation as herein provided, the names of the original corporations.
(2) The date of filing of the certificate of incorporation, and if such corporation is a corporation resulting from a consolidation as herein provided, the dates on which the certificates of incorporation of the original corporations were filed.
(3) That the corporation elects to dissolve.
(4) The name and post-office address of each of its directors, and the name, title and post-office address of each of its officers.
Such certificate shall be subscribed and acknowledged in the same manner as an original certificate of incorporation by the president or a vice-president, and the secretary or an assistant secretary, who shall make and annex an affidavit, stating that they have been authorized to execute and file such certificate by the votes cast in person by at least two-thirds of its total membership, without proxies.
A certificate of dissolution and a certified copy or copies thereof shall be filed in the same place as an original certificate of incorporation and thereupon the corporation shall be deemed to be dissolved.
Such corporation shall continue for the purpose of paying, satisfying and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities or obligations of the corporation have been satisfied or discharged shall be distributed among the members in such manner as is provided for in the corporation's charter or bylaws, and the charter or bylaws may provide for distributions to persons who were members in one or more prior years."
Sec. 3.  G.S. 117-34 reads as rewritten:
"§ 117-34. Dissolution.–Any telephone membership corporation created under this Article may be dissolved by filing, as hereinafter provided, a certificate which shall be entitled and endorsed 'Certificate of Dissolution of ........' (the blank space being filled in with the name of the corporation) and shall state:
(1)	Name of the corporation, and if such corporation is a corporation resulting from a consolidation as herein provided, the names of the original corporations.
(2)	The date of filing of the certificate of incorporation, and if such corporation is a corporation resulting from a consolidation as herein provided, the dates on which the certificates of incorporation of the original corporations were filed.
(3)	That the corporation elects to dissolve.
(4)	The name and post-office address of each of its directors, and the name, title and post-office address of each of its officers.
Such certificate shall be subscribed and acknowledged in the same manner as an original certificate of incorporation by the president or a vice-president, and the secretary or an assistant secretary, who shall make and annex an affidavit, stating that they have been authorized to execute and file such certificate by the votes cast in person by at least two-thirds of its total membership, without proxies.
A certificate of dissolution and a certified copy or copies thereof shall be filed in the same place as an original certificate of incorporation and thereupon the corporation shall be deemed to be dissolved.
Such corporation shall continue for the purpose of paying, satisfying and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name. Any assets remaining after all liabilities or obligations of the corporation have been satisfied or discharged shall pass to and become the property of the State."
Sec. 4.  This act is effective upon ratification.
In the General Assembly read three times and ratified this the 22nd day of June, 1987.