reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 4 - REGISTERED OFFICE, REGISTERED AGENTS, SERVICE OF PROCESS, AND VENUE (§§ 46-3-240 — 46-3-243) › Section 46-3-241 - Change of registered office or registered agent

(a)
An electric membership corporation may change its registered office or change its registered agent, or both, by executing and filing in the office of the Secretary of State a statement setting forth:
(1)
The name of the electric membership corporation;
(2)
The address of its then registered office;
(3)
If the address of its registered office is to be changed, the new address of the registered office;
(4)
The name of its then registered agent;
(5)
If its registered agent is to be changed, the name of its successor registered agent and the written consent of such successor agent to his appointment; and
(6)
That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(b)
If the Secretary of State finds that such statement conforms to subsection (a) of this Code section, he shall file such statement in his office; and upon such filing, the change of address of the registered office or the change of the registered agent, or both, as the case may be, shall become effective.
(c)
Any registered agent of an electric membership corporation may resign as such agent upon filing a written notice thereof with the Secretary of State. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State. There shall be attached to such notice an affidavit of such agent, if an individual, or of an officer thereof, if a corporation, that at least ten days prior to the date of filing such notice a written notice of the agent's intention to resign was mailed or delivered to the president, secretary, or treasurer of the electric membership corporation for which such agent is acting. Upon such resignation's becoming effective, the address of the business office of the resigned registered agent shall no longer be the registered office of the electric membership corporation.
(d)
A registered agent may change his or its business address and the address of the registered office of any electric membership corporation of which he or it is registered agent to another place within the same county by filing a statement as required in subsection (a) of this Code section, except that such statement need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (a) of this Code section and must state that a copy of the statement has been mailed or delivered to a representative of such electric membership corporation other than the notifying registered agent.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 4 - REGISTERED OFFICE, REGISTERED AGENTS, SERVICE OF PROCESS, AND VENUE (§§ 46-3-240 — 46-3-243) › Section 46-3-242 - Service of process on electric membership corporations

(a)
The registered agent appointed by an electric membership corporation pursuant to Code Section
46-3-240
shall be an agent of the electric membership corporation upon whom any process, notice, or demand required or permitted by law to be served upon the electric membership corporation may be served in the manner provided by law for the service of a summons and complaint.
(b)
Whenever an electric membership corporation fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such electric membership corporation upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him, or with any person having charge of the corporation department of his office, or with any other person or persons designated by the Secretary of State to receive such service, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, he shall immediately cause one of the copies thereof to be forwarded by registered or certified mail or statutory overnight delivery, addressed to the electric membership corporation at its registered office or, if there is no registered office, to the last known address of the electric membership corporation or to an officer listed on the most recent annual report filed with the Secretary of State or, if none, to any officer, director, or incorporator of the electric membership corporation as shown by the records of the Secretary of State. Any service so had on the Secretary of State shall be answerable not more than 30 days from the date so mailed by the Secretary of State. The provisions of this subsection may be used notwithstanding any inconsistent provisions of Chapter 11 of Title 9, the "Georgia Civil Practice Act."
(c)
The Secretary of State shall keep a record of all processes, notices, and demands served upon him under this Code section and shall record therein the time of such service and his action with reference thereto.
(d)
Nothing in this Code section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an electric membership corporation in any other manner permitted by law.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 4 - REGISTERED OFFICE, REGISTERED AGENTS, SERVICE OF PROCESS, AND VENUE (§§ 46-3-240 — 46-3-243) › Section 46-3-243 - Venue in proceedings against electric membership corporations and foreign electric cooperatives generally

(a)
Notwithstanding Code Section
46-1-2
, venue in proceedings against an electric membership corporation or foreign electric cooperative shall be determined in accordance with the Constitution of Georgia and this Code section.
(b)
Unless otherwise required by the Constitution of Georgia, an electric membership corporation or foreign electric cooperative may be sued only in the county of its residence, as described below:
(1)
Each electric membership corporation and each foreign electric cooperative authorized to transact business in this state shall be deemed to reside in the county where its registered office is maintained. If any such electric membership corporation or foreign electric cooperative fails to maintain a registered office, it shall be deemed to reside in the county in this state where its last-named registered office or principal office, as shown by the records of the Secretary of State, was maintained;
(2)
Each electric membership corporation and each foreign electric cooperative authorized to transact business in this state shall be deemed to reside and may be sued on contracts in the county in which the contract sought to be enforced was made or is to be performed, if it has an office and transacts business in that county;
(3)
Each electric membership corporation and each foreign electric cooperative authorized to transact business in this state shall be deemed to reside, and may be sued for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if it has an office and transacts business in that county.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-260 - Qualifications of members; provision by articles of incorporation or bylaws for transfer, classification, and termination of memberships

All persons who may lawfully receive service from an electric membership corporation and who are receiving or have agreed to receive such service shall be members therein, subject to complying with such additional conditions and requirements for membership as are set forth in the articles of incorporation or bylaws of the electric membership corporation. The articles of incorporation or bylaws may also provide criteria for, procedures for, and limitations upon the transfer, classification, and termination of memberships in an electric membership corporation.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-261 - Liability of members

A member shall not, solely by virtue of his status as a member, be liable for the debts of an electric membership corporation; and the property of the member shall not, solely by virtue of his status as a member, be subject to attachment, garnishment, execution, or other collection procedure for such debts.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-264 - Closing of record books and fixing of record date

(a)
For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the board of directors of an electric membership corporation may provide that the membership books shall be closed for a stated period not to exceed 90 days.
(b)
In lieu of closing the membership books, the bylaws or (in the absence of any applicable bylaws) the board of directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than 90 days prior to the date on which the particular action requiring such determination of members is to be taken.
(c)
If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed to all of the members shall be the record date for such determination of membership or, if such notice is not mailed to all of the members on the same date, the date ten days prior to the meeting shall be the record date for such determination of membership.
(d)
When the determination of members entitled to vote at any meeting of the members has been made as provided in this Code section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date under this Code section for the adjourned meeting.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-265 - Quorum of members; adjournment of meeting by majority of members represented at meeting

(a)
Unless otherwise provided in the articles of incorporation or in bylaws adopted by the members, 10 percent of the members entitled to vote shall constitute a quorum at a meeting of members.
(b)
If a quorum is present, the affirmative vote of a majority of the members represented at the meeting shall be the act of the membership unless the vote of a greater number is required by this article, the articles of incorporation, or the bylaws.
(c)
When a quorum is once present to organize a meeting, the members present may continue to do business at the meeting, or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.
(d)
A majority of the members represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-267 - Effect of voting requirements provided for in articles of incorporation or bylaws

(a)
Whenever, with respect to any action to be taken by the members of an electric membership corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater number of the members than required by this article with respect to such action, the provisions of the articles of incorporation or bylaws shall control.
(b)
Any such provision in the articles of incorporation or bylaws may not itself be amended by a vote less than the vote prescribed in such provision.
(c)
The authorization or taking of any action by vote or concurrence of the members may be rescinded or revoked by the same vote or concurrence as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject to the contract rights of other persons.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-268 - Voting by proxy generally

(a)
To the extent, and only to the extent, authorized by the articles of incorporation or bylaws, a member may be represented at a meeting of the membership, vote thereat, and execute consents or waivers by one or more persons authorized by a written proxy executed by such member or by his attorney in fact. The exercise of such rights by a person pursuant to a written proxy shall be subject to such limitations and in accordance with such procedures as may be provided in the articles of incorporation or bylaws. The exercise of such rights shall, in any event, be subject to the following limitations and procedures:
(1)
No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it;
(2)
No proxy shall be valid if the person granting it is no longer a member or his rights as a member have been lawfully suspended;
(3)
Subject to the limitations of paragraphs (1) and (2) of this subsection, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is received by the secretary of the electric membership corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is received by the secretary of the electric membership corporation. Notwithstanding that a valid proxy is outstanding, the powers of the proxy holder are suspended if the maker is present at a meeting of the members and elects to vote in person;
(4)
If the proxy for the same member confers authority upon two or more persons and does not otherwise provide, a majority of such persons present at the meeting, or if only one is present, then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are divided as to the right and manner of voting in any particular case and there is no majority, the vote of the member granting the proxy shall be prorated;
(5)
If the proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place;
(6)
A member shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value. Any proxy issued in exchange for money or anything of value shall be void.
(b)
If proxy voting is authorized in the articles of incorporation or bylaws of the electric membership corporation, attendance at a members' meeting by a proxy holder authorized to vote for a member shall be deemed to be attendance by such member for purposes of determining whether a quorum is present and shall otherwise be considered personal attendance by such member.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-269 - Dissenters' rights

No member of an electric membership corporation shall, by dissenting from any merger or consolidation to which the electric membership corporation of which he is a member is a party or otherwise, any sale of all or substantially all the assets of such electric membership corporation, or any amendment of such electric membership corporation's articles of incorporation, have the right to receive any consideration for his membership interest except as provided in the plan of merger or consolidation, the terms of sale, or the amendment of the articles of incorporation.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 5 - MEMBERS (§§ 46-3-260 — 46-3-272) › Section 46-3-270 - Credentials and elections committee

(a)
The bylaws of an electric membership corporation may provide for the appointment of a credentials and elections committee composed of members who are not officers or directors of the electric membership corporation or candidates for such positions. This committee shall be responsible for the counting of all ballots or votes cast and for ruling on the effect of any ballots or votes irregularly marked or cast and on all other questions that may arise relating to member voting and the election of directors, including, but not limited to, the validity of petitions of nomination or qualification of candidates and the regularity of the nomination and election of directors. The procedures for the appointment and qualification of the members of such committee shall be as provided in the bylaws authorizing and establishing such committee. Any committee member related within the third degree by affinity or consanguinity, computed according to the civil law, to any candidate for director shall refrain from participating in any deliberation or vote of the committee concerning such candidate.
(b)
On request of the person presiding at the meeting of the members or on the request of any member entitled to vote thereat, such committee shall make a report in writing of any challenge, question, count, or matter determined by the committee and shall execute a certificate of any fact found by them. Any such report or certificate made by them shall be prima-facie evidence of the facts stated and of the vote as certified by them.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-290 - Management of business and affairs of electric membership corporation by board of directors; knowledge of limitations on directors' authority required; qualifications; compensation and reimbursement for expenses

(a)
Subject to the provisions of the articles of incorporation or the bylaws, the business and affairs of an electric membership corporation shall be managed by a board of directors.
(b)
No limitation upon the authority which the directors would have in the absence of such limitation, whether contained in the articles of incorporation, bylaws, or otherwise, shall be effective against persons, other than members and directors, who are without actual knowledge of such limitation.
(c)
Directors shall be natural persons of the age of 18 years or over. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
(d)
The compensation, if any, of directors for their services as such shall be on a per diem basis and, unless otherwise provided in the bylaws, shall be fixed by the board of directors. Directors also shall be entitled to reimbursement of expenses actually and necessarily incurred by them in the performance of their duties.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-291 - Number of directors; statement of names and addresses of initial directors in articles of incorporation; duration of director's service in office

(a)
The number of directors of an electric membership corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws or a procedure set forth in the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation.
(b)
The number of directors may be increased or decreased from time to time by amendment to the bylaws or by other procedure set forth in the bylaws; but, unless otherwise provided in the bylaws, no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors or establishing the number of directors by a procedure set forth in the bylaws, the number shall be the same as that stated in the articles of incorporation.
(c)
The names and addresses of the members of the initial board of directors shall be stated in the articles of incorporation. Each such person shall hold office until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.
(d)
At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors by staggered term as permitted by Code Section
46-3-293
. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-292 - Provisional director

(a)
If the directors of an electric membership corporation are deadlocked in the management of the corporate affairs and if injury to the electric membership corporation is being suffered or is threatened by reason thereof, the superior court of the county where the registered office of the electric membership corporation is located may appoint a provisional director pursuant to this Code section, notwithstanding any provisions of the articles of incorporation or bylaws of the electric membership corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the electric membership corporation.
(b)
Action for such appointment may be filed by one-half of the directors or by not less than 25 members, except that, if the electric membership corporation has less than 50 members, action for such appointment may be filed by not less than 25 percent of the members. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the electric membership corporation in the manner provided by law for service of a summons and complaint; and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard.
(c)
The provisional director shall be an impartial person who is neither a member nor a creditor of the electric membership corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the electric membership corporation or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he is removed by order of the court or by vote of a majority of the members present and voting at a meeting of members. The provisional director shall be entitled to receive such compensation as may be agreed upon between him and the electric membership corporation; and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-293 - Classification of directors; division of service territory into districts

(a)
The articles of incorporation or a bylaw adopted by the members may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of members after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election.
(b)
At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes. No classification of directors shall be effective prior to the first annual meeting of members.
(c)
If directors are classified and the number of directors is thereafter changed, any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. When the number of directors is increased and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next election of directors by the members.
(d)
Electric membership corporations having a lawfully classified board of directors when this article goes into effect may continue their existing classification even though not conforming to this Code section.
(e)
The articles of incorporation or the bylaws may provide for the division of the territory served or to be served by an electric membership corporation into two or more districts for any purpose, including, without limitation, the nomination and election of directors. The articles of incorporation or bylaws shall prescribe the boundaries of the districts, or the manner of establishing such boundaries of the districts, and the manner of changing such boundaries and the manner in which such districts shall function.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-294 - Vacancies on board of directors generally

Unless the articles of incorporation or bylaws otherwise provide:
(1)
Except as provided in paragraphs (2) and (3) of this Code section, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members;
(2)
If a vacancy occurs with respect to a director elected by members from a particular district pursuant to subsection (e) of Code Section
46-3-293
, the vacancy may be filled by the remaining director or directors elected by the members from that district or, if no such director remains, by the other remaining directors or by the members in accordance with paragraph (1) of this Code section;
(3)
Any directorship to be filled by reason of the removal of a director or directors, as provided in Code Section
46-3-295
, shall be filled by the members or, if authorized by the members, by the remaining director or directors as provided in paragraph (1) of this Code section;
(4)
A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the members and the election and qualification of his successor;
(5)
A director who resigns may postpone the effectiveness of his resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. A vacancy shall be deemed to exist at the time of such tender; and the board of directors or the members may then or thereafter elect or appoint a successor to take office when the resignation, by its terms, becomes effective.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-295 - Removal of directors

(a)
Unless otherwise provided in the bylaws, at any meeting of members with respect to which notice of such purpose has been given, the entire board of directors or any individual director may be removed, with or without cause, by the affirmative vote of a majority of the members of the electric membership corporation.
(b)
Whenever the members from a particular district are entitled to elect one or more directors pursuant to subsection (e) of Code Section
46-3-293
, this Code section shall apply, in respect of the removal of the director or directors so elected, to the vote of the members from that district and not to the vote of the members as a whole.
(c)
If any or all directors are removed, new directors may be elected at the same meeting.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-296 - Quorum of directors; action by majority vote; conducting of meetings of board or committees by conference calls

(a)
Unless the articles of incorporation or the bylaws provide that a different number shall constitute a quorum, a majority of the number of directors fixed by the bylaws or fixed by the procedure set forth in the bylaws, or, in the absence of such bylaw provisions, then a majority of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business. In no case shall less than one-third of the total number of directors nor less than two directors constitute a quorum.
(b)
The vote of a majority of the directors present and voting at the time of the vote, if a quorum is present at such time, shall be the act of the board of directors unless the vote of a greater number is required by the articles of incorporation or the bylaws.
(c)
Unless the articles of incorporation or bylaws otherwise provide, members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-297 - Executive committee and other committees

(a)
Unless prohibited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each consisting of two or more directors and each of which, to the extent provided in such resolution or in the articles of incorporation or the bylaws of the electric membership corporation, shall have and may exercise all the authority of the board of directors; but no such committee shall have the authority of the board of directors in reference to:
(1)
Amending the articles of incorporation or the bylaws of the electric membership corporation;
(2)
Adopting a plan of merger or consolidation;
(3)
The sale, lease, exchange, or other disposition of all or substantially all the property and assets of the electric membership corporation; or
(4)
A voluntary dissolution of the electric membership corporation or a revocation thereof.
(b)
The board, by resolution adopted in accordance with subsection (a) of this Code section, may designate one or more directors as alternate members of any such committee, which directors may act in the place and stead of any absent member or members at any meeting of such committee.
(c)
Unless otherwise provided in the articles of incorporation or the bylaws or unless ordered by the board of directors, any such committee shall act by a majority of its members.
(d)
The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed by law.
(e)
Nothing in this Code section shall be construed to invalidate any executive committee or other committee validly created under the electric membership corporation law of this state existing on July 1, 1981.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-298 - Place, time, and notice of directors' meetings; waiver of notice; adjournment of meetings; notice of adjournment; manner of calling meetings

(a)
Unless the articles of incorporation or bylaws otherwise provide, meetings of the board of directors, whether regular or special, may be held either within or outside of this state. The time and place for holding meetings of the board of directors may be fixed by or under the bylaws or, if not so fixed, by the board.
(b)
Regular meetings of the board of directors may be held with or without notice, as prescribed in the articles of incorporation or bylaws or in a standing resolution of the board of directors. Special meetings of the board of directors may be held upon such notice as is prescribed in the articles of incorporation or the bylaws. Unless otherwise prescribed in the articles of incorporation or bylaws, written notice of the time and place of special meetings of the board of directors shall be given to each director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting.
(c)
Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any such objection or objections to the transaction of business.
(d)
Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the articles of incorporation or bylaws.
(e)
A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the articles of incorporation or bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
(f)
Meetings of the board of directors may be called by the chairman of the board, by the president, by 25 percent of the directors then in office, or by any other person or persons authorized by the articles of incorporation or bylaws.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-299 - Action by directors without a meeting

Unless otherwise provided by the articles of incorporation or bylaws, any action required by this article to be taken at a meeting of the directors of an electric membership corporation or any action which may be taken at a meeting of the directors or of a committee may be taken without a meeting if written consent setting forth the action so taken is signed by all the directors or by all of the members of the committee, as the case may be, and is filed with the minutes of the proceedings of the board or the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State under this article.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-300 - Dissent by a director

A director of an electric membership corporation who is present at a meeting of the electric membership corporation's board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless:
(1)
He votes against such action if a vote is taken; and
(2)
His dissent is entered in the minutes of the meeting, or he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or he forwards such dissent by registered or certified mail or statutory overnight delivery to the secretary of the electric membership corporation within 48 hours after the adjournment of the meeting.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-301 - Election or appointment of officers generally

(a)
The board of directors shall elect or appoint a president, a secretary, and a treasurer. Other officers may be elected or appointed either by the board or as may be provided in the articles of incorporation or bylaws. Any two or more offices may be held by the same person, except the offices of president and secretary.
(b)
The articles of incorporation or bylaws may provide that all officers or specified officers shall be elected by the members instead of by the board.
(c)
Unless otherwise provided in the articles of incorporation, bylaws, or resolution of the board, all officers shall be elected or appointed for a term of office running until the meeting of the board following the next annual meeting of members or, in the case of officers elected by the members, until the next annual meeting of members.
(d)
Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, or death.
(e)
All officers and agents of an electric membership corporation, as between themselves and the electric membership corporation, shall have such authority and perform such duties in the management of the electric membership corporation as may be provided in the articles of incorporation or bylaws or as may be determined by action of the board not inconsistent with the articles of incorporation and bylaws.
(f)
When the directors are deadlocked, the president shall have authority to institute or defend legal proceedings other than an action seeking appointment of a provisional director.
(g)
No electric membership corporation shall be relieved of its liability to any third person for the acts of its officers by reason of any limitations upon the power of the officer which are not known to such third person, whether such limitations are contained in the articles of incorporation, the bylaws, or elsewhere.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-302 - Removal of officers; filling of vacancies

(a)
Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the best interests of the electric membership corporation will be served thereby.
(b)
An officer or agent elected by the members may be removed only by vote of the members unless the members shall have authorized the board to remove such officer or agent; but the authority of such officer or agent to act for the electric membership corporation may be suspended by the board for cause.
(c)
Any officer or agent appointed otherwise than by the board of directors or by the members may be removed with or without cause at any time by any officer having authority to appoint, except as may be otherwise provided in the articles of incorporation or bylaws, whenever such officer in his absolute discretion shall consider that the best interests of the electric membership corporation will be served thereby.
(d)
Removal as provided in this Code section shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.
(e)
Any vacancy, however occurring, in any office may be filled by the board of directors unless the articles of incorporation or bylaws shall have expressly reserved such power to the members.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 3 - ELECTRICAL SERVICE (§§ 46-3-1 — 46-3-541) › Article 4 - ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES (§§ 46-3-170 — 46-3-541) › Part 6 - DIRECTORS AND OFFICERS (§§ 46-3-290 — 46-3-306) › Section 46-3-303 - Duty of directors and officers to act in good faith; reliance on financial information prepared by others; presumption of good faith

(a)
A director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.
(b)
In performing his or her duties a director may rely upon:
(1)
Officers, employees, or agents of the electric membership corporation whom the director reasonably believed to be reliable and competent in the functions performed; and
(2)
Information, data, opinions, reports, or statements provided by officers, employees, or agents of the electric membership corporation or by legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.
(c)
There shall be a presumption that the process a director followed in arriving at decisions was done in good faith and that such director exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from the standard of care of a director in a like position under similar circumstances.
(d)
Nothing contained in this Code section shall:
(1)
In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the electric membership corporation as evaluated under paragraph (3) of subsection (a) of Code Section
46-3-305
, alter the burden of proving the fact or lack of fairness otherwise applicable;
(2)
Alter the fact or lack of liability of a director under the Official Code of Georgia Annotated, including the governance of the consequences of a conflicting interest transaction under Code Section
46-3-305
;
(3)
Affect any rights to which the electric membership corporation or its members may be entitled under another law of this state or of the United States; or
(4)
Deprive a director of the applicability, effect, or protection of the business judgment rule.
Amended by 2020 Ga. Laws 391,§ 3, eff. 7/1/2020.
See 2020 Ga. Laws 391, § 6.