46-3-173. Effect of affixing corporate seal; signing of documents; affixing of seal as optional; signing of deeds after dissolution of an electric membership corporation.

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. (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. (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. (3)

   That the execution of the document on behalf of the corporation has been duly authorized.#

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.#

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.#

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.#

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.#