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Bylaws of North Georgia Electric Membership Corporation

P. O. Box 1407 Dalton, Georgia

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STATEMENT OF NONDISCRIMINATION

It is the policy of North Georgia Electric Membership Corporation (NGEMC) to continue to provide equal employment opportunity to all applicants and employees.  Pursuant to Executive Order 11246, Section 503 of the Rehabilitation Act, and the Vietnam Era Veterans’ Readjustment Assistance Act, NGEMC has developed Affirmative Action Programs to assist with the recruitment and advancement of individuals covered by these laws. 

Further, in accordance with the laws set forth above, other Federal civil rights law, and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, protected veteran status, age, marital status, family/parental status, income derived from a public assistance program political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs).  Remedies and complaint filing deadlines vary by program or incident. These Programs have the full support of Kathryn West, President/CEO.

NGEMC is committed to recruiting, hiring, training, and promoting persons in all job titles, as well as ensuring that all other personnel actions are administered, without regard to the protected characteristics outlined above.  All employment decisions will be based on valid job requirements or other legitimate, non-discriminatory reasons.  Our employees and applicants will not be subjected to harassment, intimidation, threats, coercion, or discrimination because they have engaged in or may engage in activities such as:  (1) filing a complaint; (2) assisting or participating in an investigation, compliance evaluation, hearing, or any other related activities associated with the administration of the affirmative action provisions of the laws set forth above, or any other Federal, state, or local law requiring equal opportunity; (3) opposing any act or practice made unlawful by the laws set forth above or their implementing regulations, or any other Federal, state, or local law requiring equal opportunity; or (4) exercising any other right protected by the laws set forth above or their implementing regulations. 

In addition, NGEMC has designed and implemented an audit and reporting system that will:  (1) measure the effectiveness of our Affirmative Action Programs; (2) indicate any need for remedial action; (3) determine the degree to which objectives have been attained; (4) determine whether individuals with protected characteristics have had the opportunity to participate in all company-sponsored educational, training, recreational, and social activities; (5) measure our compliance with the Programs’ specific obligations; and (6) document the actions taken to perform items (1) through (5) above.  If, after performing this audit, we determine that our AAPs are deficient, we will undertake necessary action to bring our Programs into compliance.

The VP, Strategic Planning & Administration has the responsibility for ensuring full compliance with the provisions of the above-referenced laws and other applicable directives.  To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at http://www.ascr.usda.gov/complaint_filing_cust.html, and at any USDA office, or write a letter addressed to USDA and provide in the letter all of the information requested in the form.  To request a copy of the complaint form, call (866) 632-9992.  Submit your completed form or letter to the U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, S.W. Washington, DC 20250-9410; by fax (202) 690-7442; or email at program.intake@usda.gov

Responsibility for implementing and monitoring our Affirmative Action Programs is assigned to our Director of Human Resources.  Our Affirmative Action Plans for Individuals with a Disability and Protected Veterans are available to applicants and employees, upon request, on regularly scheduled workdays by contacting our Human Resource Office.  Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339.  Additionally, program information may be made available in languages other than English.  Employees may voluntarily and confidentially self-identify as an individual with a disability or a protected veteran at any time by contacting the Human Resource Office.  

January, 2017

 

TABLE OF CONTENTS

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  1. ARTICLE I – MEMBERSHIP
    1. SECTION 1 Eligibility
    2. SECTION 2 Application for Membership; Renewal of Prior Application
    3. SECTION 3 Membership Fee; Service Security and Facilities Extension Deposits; Contribution-In-Aid of Construction
    4. SECTION 4 Joint Membership
    5. SECTION 5 Acceptance into Membership
    6. SECTION 6 Purchase of Electric Power and Energy; Power Production By Member; Application of Payments to All Accounts
    7. SECTION 7 Wiring of Premises; Responsibility Therefore; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties; Extent of Cooperative Responsibility; Indemnification
    8. SECTION 8 Member to Grant Easements to Cooperative and to Participate in Required Load Management Program
    9. SECTION 9 Non-Liability for Debts of the Cooperative
  2. ARTICLE II - MEMBERSHIP SUSPENSION AND TERMINATION
    1. SECTION 1 Suspension; Reinstatement  
    2. SECTION 2 Termination by Expulsion; Renewed Membership.
    3. SECTION 3 Termination by Withdrawal or Resignation.
    4. SECTION 4 Termination by Death or Cessation of Existence; Continuation of Membership of Partnership
    5. SECTION 5 Effect of Termination
    6. SECTION 6 Effect of Death, Legal Separation, or Divorce upon a Joint Membership
    7. SECTION 7 Board Acknowledgement of Membership Termination; Acceptance of Members Retroactively
  3. ARTICLE III – MEETING OF MEMBERS
    1. SECTION 1 Annual Meeting
    2. SECTION 2 Special Meetings
    3. SECTION 3 Notice of Members’ Meetings
    4. SECTION 4 Quorum
    5. SECTION 5 Voting
    6. SECTION 6 Credentials and Election Committee
    7. SECTION 7 Order of Business
  4.  ARTICLE IV – DIRECTORS
    1. SECTION 1 Number and General Powers
    2. SECTION 2 Director Districts 
    3. SECTION 3 Qualifications
    4. SECTION 4 Election
    5. SECTION 5 Tenure
    6. SECTION 6 Nominations
    7. SECTION 7 Voting for Directors; Validity of Board Action
    8. SECTION 8 Removal of Directors by Members
    9. SECTION 9 Vacancies
    10. SECTION 10 Compensation; Expenses
    11. SECTION 11 Rules, Regulations, Rate Schedules and Contracts 
    12. SECTION 12 Accounting System and Reports
    13. SECTION 13 Subscription to Cooperative’s Newsletter
    14. SECTION 14 “Close Relative” Defined
    15. SECTION 15 Directors Empowered to Promote Economic Development
  5.  ARTICLE V – INDEMNIFICATION
    1. SECTION 1 Indemnification of Third-Party Claims
    2. SECTION 2 Indemnification of Claims by Cooperative
    3. SECTION 3 Indemnification upon Successful Defense
    4. SECTION 4 Authorization for Indemnification
    5. SECTION 5 Indemnification Not Exclusive Remedy
    6. SECTION 6 Authorization to Purchase Liability Insurance
    7. SECTION 7 Cooperative Participation in Defense
    8. SECTION 8 Indemnification of Former Directors, Employees, Agent and Successors
  6. ARTICLE VI – MEETINGS OF DIRECTORS
    1. SECTION 1 Regular Meeting
    2. SECTION 2 Special Meetings
    3. SECTION 3 Notice
    4. SECTION 4 Quorum
    5. SECTION 5 Manner of Acting
    6. 3 SECTION 6 Attendance at Board Meetings by Telephone or Other Telecommunications Device
  7. ARTICLE VII – OFFICERS
    1. SECTION 1 Number
    2. SECTION 2 Election and Term of Office
    3. SECTION 3 Removal
    4. SECTION 4 Vacancies
    5. SECTION 5 Chairman of the Board
    6. SECTION 6 Vice-Chairman of the Board
    7. SECTION 7 President
    8. SECTION 8 Secretary
    9. SECTION 9 Treasurer
    10. SECTION 10 Delegation of Secretary’s and Treasurer’s Responsibilities
    11. SECTION 11 Bonds
    12. SECTION 12 Compensation
    13. SECTION 13 Reports
  8. ARTICLE VIII – CONTRACTS, CHECKS AND DEPOSITS
    1. SECTION 1 Contracts
    2. SECTION 2 Checks, Drafts, Etc.
    3. SECTION 3 Deposits; Investments
  9. ARTICLE IX – MEMBERSHIP CERTIFICATES
    1. SECTION 1 Certificates of Membership
    2. SECTION 2 Issue of Membership Certificates
    3. SECTION 3 Lost Certificate
  10. ARTICLE X – NON-PROFIT OPERATION
    1. SECTION 1 Interest or Dividends on Capital Prohibited
    2. SECTION 2 Patronage Capital in Connection with Furnishing Electric Energy
    3. SECTION 3 Bylaws-Contract with Members
    4. SECTION 4 Patronage Refunds in Connection with Furnishing Other Services
  11. ARTICLE XI – DISPOSITION AND PLEDGING OF PROPERTY; DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION
    1. SECTION 1 Disposition and Pledging of Property
    2. SECTION 2 Distribution of Surplus Assets on Dissolution
  12. ARTICLE XII - WAIVER OF NOTICE
  13. ARTICLE XIII - FISCAL YEAR
  14. ARTICLE XIV - RULES OF ORDER
  15. ARTICLE XV – SEAL
  16. ARTICLE XVI – AMENDMENTS
    1. SECTION 1 Power to Amend
    2. SECTION 2 Procedure for Amending by Members
  17. ARTICLE XVII – MISCELLANEOUS
    1. SECTION 1 Captions
    2. SECTION 2 Effective Date 

 

BYLAWS OF NORTH GEORGIA ELECTRIC MEMBERSHIP CORPORATION 

ARTICLE I – MEMBERSHIP

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SECTION 1. Eligibility.

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Any natural person, firm, association, electric membership corporation, foreign electric cooperative, corporation, domestic or foreign, business or other trust, partnership, federal agency, state or political subdivision thereof, or any body politic (each hereinafter referred to as "person," "applicant," "him," or "his") shall be eligible to become a member of, and, at one or more premises, owned or directly occupied or used by him, to receive electric service from North Georgia Electric Membership Corporation (hereinafter called the "Cooperative"). No person, however, shall hold more than one membership in the Cooperative.

SECTION 2. Application for Membership; Renewal of Prior Application.

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Application for membership -- wherein the applicant shall agree to purchase electric power and energy from the Cooperative and to be bound by and to comply with all of the other provisions of the Cooperative's Articles of Incorporation and Bylaws, and all rules, regulations, rate classifications and rate schedules established pursuant thereto, as all the same then exist or may thereafter be adopted or amended (the obligations embraced by such agreement being hereinafter called "membership obligations") -- shall be made in writing on such form as is provided therefore by the Cooperative. With respect to any particular classification of service for which the Board of Directors shall require it, such application shall be accompanied by a supplemental contract, executed by the applicant on such form as is provided therefore by the Cooperative. The membership application shall be accompanied by the membership fee provided for in Section 3, hereunder, (together with any service security deposit, service connection deposit or fee, facilities extension deposit, contribution-in-aid of construction, or executed supplemental contract, or any combination thereof, that may be required by the Cooperative, hereafter referred to as "other payments, if any"), which fee and other payments, if any, shall be refunded in the event the application is, by Board resolution, denied. Any former member of the Cooperative may, by paying a new membership fee and any outstanding amount plus accrued interest thereon at such rate as the Board of Directors shall, from time to time, set, compounded annually (together with other payments, if any), renew and reactivate any prior application for membership to the same effect as though the application had been newly made on the date of such payment.

SECTION 3. Membership Fee; Service Security and Facilities Extension Deposits; Contribution-In-Aid of Construction.

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The membership fee shall be $10.00. The membership fee and applicable service connection fee, service security deposit, facilities extension deposit and contribution-in-aid of construction shall entitle the member to one service connection. A service connection fee and applicable service security deposit, facilities extension deposit and contribution-in-aid of construction, in such amount as shall be prescribed by the Cooperative, shall be paid by the member for each additional service connection requested.

SECTION 4. Joint Membership.

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A husband and wife, by specifically so requesting in writing, may be accepted into joint membership, or if one of them is already a member, may automatically convert such membership into a joint membership. The words "member," "applicant," "person," "his," and "him," as used in these Bylaws, shall include a husband and wife applying for or holding a joint membership, unless otherwise clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally, severally and jointly to them. Without limiting the generality of the foregoing --

               (a) the presence at a meeting of either or both shall constitute the presence of one member and a joint waiver of notice of the meeting;
               (b) the vote of either or both shall constitute, respectively, one joint vote; PROVIDED, that if both be present but in disagreement on such vote, each shall cast only one- half (1/2) vote;
               (c) notice to, or waiver of notice signed by, either or both shall constitute, respectively, a joint notice or waiver of notice;
               (d) suspension or termination in any manner of either shall constitute, respectively, suspension or termination of the joint membership;
               (e) each, but not both concurrently, shall be eligible to serve as a Director of the Cooperative, but only if both meet the qualifications required therefore; and
               (f) neither will be permitted to have any additional service connections except through their one joint membership.

SECTION 5. Acceptance into Membership.

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Upon complying with the requirements set forth in Section 2, any applicant shall automatically become a member on the date of his connection for electric service; PROVIDED, that the Board of Directors may, by resolution, deny an application and refuse to extend service upon its determination that the applicant is not able to satisfy and abide by the Cooperative's terms and conditions of membership or that such application should be denied for other good cause; PROVIDED FURTHER, that any person whose application, for sixty (60) days or longer, has been submitted to but not denied by the Board of Directors and who has not been connected by the Cooperative for electric service may, by filing written request therefore with the Cooperative at least thirty (30) days prior to the next meeting of the members, have his application submitted to and approved or disapproved by the vote of the members at such meeting, at which the applicant shall be entitled to be present and be heard.

SECTION 6. Purchase of Electric Power and Energy; Power Production by Member; Application of Payments to All Accounts.

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The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable electric service, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof; and each member, for so long as such premises are owned or directly occupied or used by him, shall purchase from the Cooperative all central station electric power and energy purchased for use on all premises to which electric service has been furnished by the Cooperative pursuant to his membership, unless and except to the extent that the Board of Directors may in writing waive such requirement, and shall pay therefore at the times, and in accordance with the rules, regulations, and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Directors and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 2. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to regulations as shall be fixed from time to time by the Cooperative. Each member shall also pay all other amounts owed by him to the Cooperative as and when they become due and payable. When the member has more than one service connection from the Cooperative, any payment for service to him by the Cooperative shall be deemed to be allocated and credited on a pro rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative's actual accounting procedures do not reflect such allocation and proration.

SECTION 7. Wiring of Premises; Responsibility Therefore; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties; Extent of Cooperative Responsibility; Indemnification.

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Each member shall cause all premises receiving electric service pursuant to his membership to become and to remain wired in accordance with the specifications of the National Electric Code, any applicable state code or local government ordinances, and the Cooperative. If the foregoing specifications are variant, the more exacting standards shall prevail. Each member shall be responsible for -- and shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss, or damage resulting from any defect in or improper use or maintenance of -- such premises and all wiring and apparatus connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative's physical facilities for the furnishing and metering of electric service and shall permit the Cooperative's authorized employees, agents and independent contractors to have access thereto safely and without interference from hostile dogs or any other hostile source, for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair, or disconnection of such facilities at all reasonable times. As 3 part of the consideration for such service, each member shall be the Cooperative's bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of, or causing damage to such facilities, and shall use his best efforts to prevent others from so doing. Each member shall also provide such protective devices to his premises, apparatuses or meter base as the Cooperative shall from time to time require in order to protect the Cooperative's physical facilities and their operation and to prevent any interference with or damage to such facilities. In the event such facilities are interfered with, impaired in their operation, or damaged by the member, or by any other person when the member's reasonable care and surveillance should have prevented such, the member shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss, or damage resulting there from, including but not limited to the Cooperative's cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenues resulting from the failure, or defective functioning of its metering equipment. The Cooperative shall, however, in accordance with its applicable service rules and regulations, indemnify the member for any overcharges for service that may result from a malfunctioning of its metering equipment or any error occurring in the Cooperative's billing procedures. In no event shall the responsibility of the Cooperative for furnishing electric service extend beyond the point of delivery.

SECTION 8 Member to Grant Easement to Cooperative and to Participate in Required Load Management Program.

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Each applicant or member shall, upon being requested to do so by the Cooperative, execute and deliver to the Cooperative grants of easement or right-of-way over, on and under such lands owned or leased by or mortgaged to the member for purposes including, but not limited to: installing, construction, inspecting, monitoring, operating, repairing, maintaining, removing, relocating, upgrading or replacing equipment; clearing, trimming, removing, or managing any trees, bushes, brush or other vegetation; providing electricity to one or more persons; monitoring, measuring, or maintaining electric energy; and authorizing, permitting, satisfying or facilitating an obligation incurred, or right granted, by the Cooperative regarding the use of equipment owned by the Cooperative. The granting of such an easement or right-of-way shall be on such reasonable terms and conditions as the Cooperative shall require for the furnishing of electric power to the member or other members. The just and adequate compensation for the granting of any such easement or right-of-way shall be the Cooperative’s provision of electric service to said member and said member acknowledges and agrees that the Cooperative’s provision of electrical service is in fact just and adequate compensation for the granting of such easements. Each member shall also participate in any required program and comply with related rates and service rules and regulations that may be established by the Cooperative to enhance load management, more efficiently to utilize or conserve electric energy, or to conduct load research.

SECTION 9. Non-Liability for Debts of the Cooperative.

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The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

ARTICLE II – MEMBERSHIP SUSPENSION AND TERMINATION

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SECTION 1. Suspension; Reinstatement.

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Upon his failure, after the expiration of the initial time limit prescribed either in a specific notice to him or in the Cooperative's generally publicized applicable rules and regulations, to pay any amounts due the Cooperative or to cease any other non-compliance with respect to his membership obligations, a person's membership shall automatically be suspended; and he shall not during such suspension be entitled to receive electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement, and/or cessation of any other non-compliance with his membership obligations within the final time limit provided in such notice or rules and regulations, shall automatically reinstate the membership, in which event the member shall thereafter be entitled to receive electric service from the Cooperative and to vote at the meetings of is members.

SECTION 2. Termination by Expulsion; Renewed Membership.

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Upon failure of a suspended member to be automatically reinstated to membership, as provided in Section 1, he may, without further notice, but only after due hearing if such is requested by him, be expelled by 4 resolution of the Board of Directors at any subsequently held regular or special meeting of the Board. Any person so expelled may, by delivering written notice to that effect to the Cooperative at least ten (10) days prior to the next meeting of the members, appeal to and be present and heard at such meeting, which may vote approval of such expulsion or disapproval thereof, in which latter event such person's membership shall be reinstated retroactively to the date of his expulsion. After any finally effective expulsion of a member, he may not again become a member except upon new application therefore as provided in Article I, Sections 2 and 5. The Board of Directors, acting upon principles of general application in such cases, may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant's compliance with all his membership obligations.

SECTION 3. Termination by Withdrawal or Resignation.

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A member may withdraw from membership upon such generally applicable conditions as the Board of Directors shall prescribe and upon either (a) ceasing to (or, with the approval of the Board of Directors, resigning his membership in favor of a new applicant who also shall) own or directly occupy or use all premises being furnished electric service pursuant to his membership, or (b) except when the Board of Directors specifically waives such condition, abandoning totally and permanently the use of central station electric service on such premises.

SECTION 4. Termination by Death or Cessation of Existence; Continuation of Membership of Partnership.

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Except as provided in Section 6, hereunder, the death of an individual human member shall automatically terminate his membership. The cessation of the legal existence of any other type of member shall automatically terminate such membership; PROVIDED, that upon the dissolution for any reason of a partnership, or upon the death, withdrawal or addition of any individual partner, such membership shall continue to be held by such remaining and/or new partner or partners as continue to own or directly to occupy or use the premises being furnished electric service pursuant to such membership, in the same manner and to the same effect as though such membership had never been held by different partners; PROVIDED FURTHER, that neither a withdrawing partner nor his estate shall be released from any debts then due the Cooperative.

SECTION 5. Effect of Termination.

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Upon the termination in any manner of a person's membership, he or his estate, as the case may be, shall be entitled to refund of his membership fee (and to his service security deposit, if any, theretofore paid the Cooperative), less any amounts due the Cooperative; but neither he nor his estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative. Notwithstanding the suspension or expulsion of a member, as provided for in Sections 1 and 2, hereunder, such suspension or expulsion shall not, unless the Board of Directors shall expressly so elect, constitute such release of such person from his membership obligations as to entitle him to purchase from any other person any central station electric power and energy for use at the premises to which such service has theretofore been furnished by the Cooperative pursuant to such membership.

SECTION 6. Effect of Death, Legal Separation, or Divorce upon a Joint Membership.

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Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner and to the same effect as though such membership had never been joint; PROVIDED, that the estate of the deceased spouse shall not be released from any debts due the Cooperative. Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership, in the same manner and to the same effect as though such membership had never been joint; PROVIDED, that the other spouse shall not be released from any debts due the Cooperative.

SECTION 7. Board Acknowledgement of Membership Termination; Acceptance of Members Retroactively.

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Upon the termination of a person's membership for any reason, the Board of Directors, as soon as practicable after such termination is made known to it, shall by appropriate resolution, formally acknowledge such termination, effective as of the date on which the Cooperative ceased furnishing electric service to such person. Upon discovery that the Cooperative has been furnishing electric service to any person other than a member, it shall cease furnishing such service unless such person applies for, and the Board of Directors approves, membership retroactively to the date on which such person first began receiving such service, in which event the Cooperative, to the extent practicable, shall correct its membership and all related records accordingly.

ARTICLE III – MEETINGS OF MEMBERS

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SECTION 1. Annual Meeting.

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The annual meeting of the members shall be held on the first Thursday of August of each year, at such place in or near Dalton in the County of Whitfield, State of Georgia, as shall be designated in the notice of the meeting, for the purpose of electing Directors, passing upon reports covering the previous fiscal year, and transacting such other business as may come before the meeting; PROVIDED, that for cause sufficient to it, the Board of Directors may fix a different date for such annual meeting not more than thirty (30) days prior to or subsequent to the day otherwise established for such meeting in this section, and PROVIDED FURTHER, that if the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, and to encourage member attendance at, the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.

SECTION 2. Special Meetings.

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Special meetings of the members may be called by at least four (4) Directors, by the Chairman of the Board, or upon a written request signed by at least ten percent (10%) of the then-total members of the Cooperative, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given, as hereinafter provided in Section 3, hereunder. Special meetings of the members may be held at any place within the County of Whitfield in the State of Georgia specified in the notice of the special meeting, but not sooner than ninety (90) days after the call for such meeting is made, or a petition therefore is filed, and beginning at such time as shall be designated in the notice of such meeting.

SECTION 3. Notice of Members' Meetings.

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Written or printed notice stating the place, day and time of the meeting, and in the case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is being called, shall, except as provided in O.C.G.A. Sections 46-3-382, 46-3-401, and 46-3-420, be delivered to each member not less than five (5) days nor more than ninety (90) days prior to the date of the meeting, by any reasonable means by or at the direction of the Secretary, (or in the case of a special meeting, at the direction of the persons calling the meeting) to each member. Reasonable means of providing such notice shall include but not be limited to United States mail, personal delivery, the Cooperative's periodic newsletter and/or its insert, if any, in "Georgia Magazine," (or such other similar magazine sent to all members) or member service billings. No matter, which requires the affirmative votes of at least a majority of all the Cooperative's members, as provided by law or by the Cooperative's Articles of Incorporation or Bylaws, shall be acted upon at any meeting of the members unless notice of such matter shall have been contained in the notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited at least five (5) days prior to the meeting date in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with the postage thereon prepaid, whether mailed first class or not. In making such computation, the date of the meeting shall not be counted. The incidental and non-intended failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary of his objection, prior to or at the beginning of the meeting.

SECTION 4. Quorum.

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Business may not be transacted at any meeting of the members unless, at the organization of the meeting, there are present in person at least three hundred (300) of the then-total members of the Cooperative, except that, if a quorum is never established, a majority of those present in person may, without further notice, adjourn the meeting to another time and date, not more than ninety (90) days later; PROVIDED, that the Secretary shall notify any absent members of the time, date and place of such adjourned meeting by delivering notice thereof as provided in Section 3, hereunder. At all meetings of the members, whether a quorum be present or not, the Secretary shall annex to the meeting minutes, or incorporate therein by 6 reference, a record of those members who were registered as present. When a quorum is once present to organize a meeting, the members who remain 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.

SECTION 5. Voting.

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Each member who is not in a status of suspension, as provided for in Article II, Section 1, shall be entitled to one (1) vote and no more upon each matter submitted to a vote at the meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote. At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members voting thereon at such meeting in person, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or these Bylaws. Members may not cumulate their votes or vote by proxy or mail.

SECTION 6. Credentials and Election Committee.

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The Board of Directors shall, not less than ninety (90) days before any meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of an uneven number of members, not less than seven (7) nor more than eleven (11), who are not members of the Nominating Committee or existing Cooperative employees, agents, officers, Directors, or known candidates for Director, and who are not close relatives as hereinafter defined, or members of the same household thereof. In appointing the Committee, the Board shall have regard for the equitable representation of the several areas served by the Cooperative. The Committee shall elect its own Chairman and Secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members, to count or supervise the count of all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast, to rule upon 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 the qualifications of candidates and the regularity of the nomination and election of Directors), and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election. The Credentials and Election Committee shall determine the validity of any petition submitted hereunder as well as the eligibility of any director candidate nominated thereby. Should the Credentials and Election Committee determine any petition to be invalid or petition nominee ineligible, then it shall notify the petition nominee of its determination in writing. The nominee thereafter shall be entitled to a review of the Committee's determination in the same manner as would an objector to an election in this section, provided that the request for review by the nominee shall be filed within five (5) days of receipt of the determination by the Credentials and Election Committee. In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Cooperative. In the event a protest or objection is filed concerning any election, such protest or objection must be filed during, or within five (5) business days following the adjournment of, the meeting in which the voting is conducted. The Committee shall thereupon be reconvened, upon notice from its Chairman, not less than ten (10) business days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside. The Committee may not affirmatively act on any matter unless a majority of the Committee is present. The Committee's decision (as reflected by a majority of those actually present and voting) on all matters covered by this section shall be final, except as may thereafter be changed by a court having jurisdiction for such purpose. Without limiting the foregoing duties and prerogatives of the Committee, 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 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. Any Committee member who is a close relative, as defined hereafter, to any candidate for Director, shall be disqualified from participating in any deliberation or vote of the Committee concerning such candidate.

SECTION 7. Order of Business.

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The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be essentially as follows:

  1. Report on the number of members present in person in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading of the unapproved minutes of previous meetings of the members and the taking of the necessary action thereon.
  4. Presentation and consideration of, and acting upon, reports of officers, Directors, and committees.
  5. Election of Directors.
  6. Unfinished business.
  7. New business.
  8. Adjournment.

Notwithstanding the foregoing, the Board of Directors may, for any such meeting, establish a different order of business or policies relating thereto; PROVIDED, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established; PROVIDED FURTHER, however, that the casting of ballots for the election of Directors may, if prescribed by the Board, begin prior to the establishment of a quorum.

ARTICLE IV – DIRECTORS

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SECTION 1. Number and General Powers.

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The business and affairs of the Cooperative shall be managed by a Board of seven (7) Directors. The Board shall exercise all of the powers of the Cooperative except such as are by law or by the Cooperative's Articles of Incorporation or Bylaws conferred upon or reserved to the members. The Board of Directors shall not appoint or elect any committee to exercise the authority of the Board. However, the Board may appoint or elect from its own membership one or more committees, each consisting of at least two Directors, for the purpose of serving in an advisory or recommendatory capacity to the Board.

SECTION 2. Director Districts.

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The Board shall be composed of one Director from each of the following counties of the State of Georgia: Catoosa, Walker, Chattooga, Gordon, Murray, Whitfield, and Floyd. 

SECTION 3. Qualifications.

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No person shall be eligible to become or remain a Director of, or to hold any other position of trust in, the Cooperative who:

               (a) Is not at least eighteen (18) years of age, or
               (b) Is a close relative, as defined hereafter, of an incumbent Director or of any employee of the Cooperative, or
               (c) Has not been, for at least one (1) year prior to his nomination, or ceases after his election to be, a member in good standing of the Cooperative, receiving service there from at his primary residential abode, in the District from which he is elected; or
               (d) Is in any way employed by or financially interested in a competing enterprise, or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to, among others, the members of the Cooperative, or
               (e) Is the incumbent of or candidate for an elective public office in connection with which a salary or compensation in excess of $100.00 per annum is paid; or
               (f) While serving on the Board or within five (5) years preceding his nomination thereto shall have been finally adjudged to be guilty of a felony; or
               (g) Becomes or at any time during the preceding 5 years shall have been closely affiliated with a labor union which represents, or has represented, or has endeavored to represent any employees of the Cooperative; or
               (h) Who is presently employed by the Cooperative or who has been employed by the Cooperative within five (5) years, as of the date of his nomination, whether by petition or otherwise. 8

Notwithstanding any of the foregoing provisions of this section treating with close relative relationships, no incumbent Director shall lose eligibility to remain a Director or to be re-elected as a Director if he becomes a close relative of another incumbent Director or of a Cooperative employee because of a marriage to which he was not a party. Upon establishment of the fact that a nominee for Director lacks eligibility under this section or, as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon establishment of the fact that any person being considered for, or already holding, a Directorship or other position of trust in the Cooperative lacks eligibility under this section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause him to be removed there from, as the case may be. Nothing contained in this section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this section and in which one or more of the Directors have an interest adverse to that of the Cooperative.

SECTION 4. Election.

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At each annual meeting of the members, Directors shall be elected by secret written or electronically registered ballot by the members from among those members who are natural persons; PROVIDED, that when the number of nominees does not exceed the number of Directors to be elected from a particular Directorate District, secret written balloting may be dispensed with in respect to that particular election, and voting may be conducted in any other proper manner. Directors shall be elected by a plurality of the votes cast. Drawing by lot shall resolve, where necessary, any tie votes.

SECTION 5. Tenure.

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Directors shall be so nominated and elected that Directors from Walker and Murray Counties shall be elected for three-year terms at an annual member meeting; Directors from Whitfield, Catoosa, and Chattooga Counties shall be elected for three-year terms at the next succeeding annual member meeting; and Directors from Gordon and Floyd Counties shall be elected for three-year terms at the next succeeding annual member meeting, and so forth. Upon their election, Directors shall, subject to the provisions of these Bylaws with respect to the removal of Directors, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified; PROVIDED, However, the office of a Director shall automatically become vacant if he misses as many as six consecutive regular meetings of the Board during any twelve (12) consecutive such meetings, unless a two-thirds majority of the remaining Directors resolves that (1) there was good cause for such absences and (2) such cause will not likely result in such absences during the next ensuing twelve (12) consecutive regular Board meetings. If for any reason an election of Directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special or the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose Directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.

SECTION 6. Nominations.

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It shall be the duty of the Board of Directors to appoint, not less than ninety (90) days nor more than one hundred twenty (120) days before the date of the annual meeting of the members at which Directors are to be elected, a "Nominating Committee," from each county for which a Director will be elected at the upcoming annual meeting. Each nominating committee shall consist of not less than three (3) nor more than five (5) members who are not existing Cooperative employees, or known candidates for Director, and who are not close relatives (as hereinafter defined) or members of the same household thereof. In addition, the Board shall appoint at least two (2) Directors whose offices are not up for re-election to serve on each such committee. Each Nominating Committee, as duly constituted, and with a majority of those members selected from the County (excluding current Directors) present shall conduct such meetings, in the County from which such Director is to be elected, as may be necessary, to nominate a Director for election at the annual membership meeting; PROVIDED, However, that a Nominating Committee shall not make a nomination until it shall have first determined that the nominee is qualified to serve as a Director, in accordance with the provisions of Article IV, Section 3, hereof, and if elected, will serve. Each committee shall prepare and post at the principal office of the Cooperative, and such other offices as the Cooperative may have in each County, at least sixty (60) days before the annual meeting, its nomination for Director to be elected, pursuant to this Article, at the meeting. Any fifty (50) or more members of the Cooperative from such County in which a Director is being elected, acting together, may make additional nominations, 9 in writing over their signatures, not more than one hundred twenty (120) days, nor less than forty-five (45) days prior to the annual meeting, and the Secretary of the Cooperative shall post such nominations at the same place or places where the Committees' nominations are posted, not less than thirty (30) days prior to the annual meeting.

The Secretary shall mail to the members with the notice of the annual meeting, or separately, but at least five (5) days prior to the date of the meeting, a statement of the names and addresses of all nominees for each Directorate District from or with respect to which a Director must be elected, showing separately the candidate nominated by the Committee and those nominated by petition, if any. Thereafter, additional nominations from the floor shall not be allowed. Only duly nominated candidates may be voted on as Directors of the Cooperative. All ballots for the election of Directors shall include, by Directorate District, the names of nominees selected by the Nominating Committee along with nominees by petition, if any, and shall be distributed to the members attending the annual membership meeting. Upon the casting of each member's ballot, the Credentials and Elections Committee, as heretofore provided for in Article III, Section 6, shall ascertain the count of such ballots and announce the results of such election. 

SECTION 7. Voting for Directors; Validity of Board Action.

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In the election of Directors, each member shall be entitled to cast a number of votes (but not cumulatively) which corresponds to the total number of Directors to be elected, but no member may vote for more nominees than the number of Directors that are to be elected from or with respect to any particular Directorate District. Ballots marked in violation of the foregoing restriction with respect to one or more Directorate Districts shall be invalid and shall not be counted with respect to such District or Districts. Notwithstanding the provisions contained in this section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of Directors.

SECTION 8. Removal of Directors by Members.

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Any member may bring one or more charges for cause against any one or more Directors and may request the removal of such Director(s) by reason thereof by filing with the Secretary such charge(s) in writing together with a petition signed by not less than ten (10%) percent of the then-total members of the Cooperative, which petition calls for a special member meeting the stated purpose of which shall be to hear and act on such charge(s) and, which will be held not sooner than ninety (90) days after filing of such petition or requests that the matter be acted upon at the subsequent annual member meeting if such meeting will be held not sooner than ninety (90) days after the filing of such petition. Each page of the petition shall, in the forepart thereof, state the names(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the Director(s) against whom such charge(s) is (are) being made. The petition shall be signed by each member in the same name as he is billed by the Cooperative and shall state the signatory's address as the same appears on such billings. Notice of such charge(s) verbatim, of the Director(s) against whom the charge(s) have been made, of the member(s) filing the charge(s), and the purpose of the meeting shall be contained in the notice of the meeting, or separately noticed to the members not less than ten (10) days prior to the member meeting at which the matter will be acted upon; PROVIDED, that the notice shall set forth only twenty (20) of the names (in alphabetical order) of the members filing one or more charges if twenty (20) or more members file the same charge(s) against the same Director(s). Such Director(s) shall be informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered, and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charge(s); and the person(s) bringing the charge(s) shall have the same opportunity, but must be heard first. The question of the removal of such Director(s) shall, separately for each if more than one has been charged, be considered and voted upon at such meeting; PROVIDED, that the question of the removal of the Director shall not be voted upon at all unless some evidence in support of the charge(s) against him shall have been presented during the meeting through sworn testimony, documents, or otherwise. Any vacancy created by such removal shall be filled by the remaining Board as soon as practicable after such vacancy occurs, but not later than ninety (90) days thereafter; PROVIDED, however that in the event the entire Board be removed, the members may elect their successors at such meeting without compliance with the foregoing provisions of these Bylaws with respect to nominations and elections of Directors, and nominations shall be made from the floor. A newly elected Director shall be 10 from or with respect to the same Directorate District as was the Director whose office he succeeds and shall serve the un-expired portion of the removed Director's term. 

SECTION 9. Vacancies.

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Subject to the provisions of Section 8 of this Article, any vacancy occurring on the Board of Directors shall be filled by the Board of Directors as soon as practicable after such vacancy occurs, but not later than ninety (90) days thereafter. A Director thus elected shall serve out the un-expired term of the Director whose office was originally vacated and until a successor is elected and qualified; PROVIDED, that such Director shall be from or with respect to the same Directorate District as was the Director whose office was vacated.

SECTION 10. Compensation; Expenses.

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For their services as such, Directors shall, on a per diem basis, receive such compensation, as is fixed by resolution of the Board of Directors. Directors shall also receive advancement or reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred, in performing their duties. No close relative of a Director shall receive compensation for serving the Cooperative in any other capacity, unless the employment of such relative or the service of such Director is temporary and shall be specifically authorized by a vote of the members upon their resolved determination that such was an emergency measure; PROVIDED, that a Director who is also an officer of the Board, and who as such officer performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs may be compensated in such amount as shall be fixed and authorized in advance of such service by the unanimous vote of the remaining Directors; AND PROVIDED FURTHER, an employee shall not lose eligibility to continue in the employment of the Cooperative if he becomes a close relative of a Director through a marriage or adoption to which he was not a party.

SECTION 11. Rules, Regulations, Rate Schedules and Contracts.

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The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such policies, rules, regulations, rate classifications, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions-in-aid of construction, not inconsistent with law, applicable regulations of the State of Georgia, the Cooperative's Articles of Incorporation or Bylaws, or any provisions of the Cooperative's current power supply contract with the Tennessee Valley Authority (TVA), as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

SECTION 12. Accounting System and Reports.

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The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative's financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete, and independent audit of the Cooperative's accounts, books and records reflecting financial operations during, and financial condition as of the end of, such year. A balance sheet, profit and loss statement, or comparable financial reports shall be submitted to the members, as provided by law. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

SECTION 13. Subscription to Cooperative's Newsletter.

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For the purpose of (1) disseminating information devoted to the conservation of and economical and effective use of electric energy, and (2) providing other information considered by the Board to be of interest to and beneficial to members, the Board of Directors shall be empowered, on behalf of and for circulation to the members periodically, to subscribe to a Cooperative newsletter, Georgia Magazine, or such other similar magazine directed specifically toward the interests of rural electric cooperative members, the annual subscription price of which shall be deducted from any funds accruing in favor of such members, so as to reduce such funds in the same manner as would any other expense of the Cooperative.

SECTION 14. "Close Relative" Defined.

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As used in these Bylaws, "close relative" means a person who, by blood or in law, including half, foster, step and adoptive kin, is related within the fourth levitical degree; that is, either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, niece, or first cousin of the principal.

SECTION 15. Directors Empowered to Promote Economic Development.

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The Board is empowered to promote economic development of the general areas in or near to which the Cooperative serves. Such promotion may include, but shall not be limited to, membership in or ownership of securities issued by other organizations engaged in such promotion, and/or expending, investing, lending or underwriting reasonable amounts of funds, or providing other services.

ARTICLE V – INDEMNIFICATION

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SECTION 1. Indemnification of Third-Party Claims.

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Under the circumstances described in this Article, the Cooperative shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Cooperative), by reason of the fact that he is or was a director, officer, employee, or agent of the Cooperative, or is or was serving at the request of the Cooperative as a director, officer employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action or proceeding if he acted in a manner he reasonably believed to be in or not opposed to the best interests of the Cooperative and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to the best interest of the Cooperative and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. Indemnification of Claims by Cooperative.

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Under the circumstances prescribed by this Section, the Cooperative shall have the power to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action or suit by, or in the right of, the Cooperative to procure a judgment in its favor, by reason of the fact he is or was a director, officer, employee, or agent of the Cooperative or is or was serving at the request of the Cooperative as a director, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably believed to be in or not opposed to the best interests of the Cooperative; except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Cooperative, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

SECTION 3. Indemnification upon Successful Defense.

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To the extent that a director, officer, employee, or agent of the Cooperative has been successful, on the merits or otherwise, in defense of any action, suit, or proceeding referred to in Section 1 of this Article or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection therewith. 

SECTION 4. Authorization for Indemnification.

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Except as provided in the preceding Section and except as may be ordered by a court, any indemnification under this Article shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 and 2 of this Article. Such determination shall be made:

  1. By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or
  2. If such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

SECTION 5. Indemnification Not Exclusive Remedy.

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The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights, in respect to indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution, or agreement, either specifically or in general terms approved by the affirmative vote of a majority of the directors entitled to vote thereon.

SECTION 6. Authorization to Purchase Liability Insurance

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The Cooperative shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Cooperative or who is or was serving at the request of the Cooperative as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Cooperative would have the power to indemnify him against such liability under this Article.

SECTION 7. Cooperative Participation in Defense.

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As a condition to any such right of indemnification, or to receive advancement of expenses, the Cooperative may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the Cooperative and at the expense of the Cooperative.

SECTION 8. Indemnification of Former Directors, Employees, Agent and Successors.

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The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. 

ARTICLE VI – MEETINGS OF DIRECTORS

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SECTION 1. Regular Meeting.

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A regular meeting of the Board of Directors shall be held without notice, other than this Bylaw, immediately after the adjournment of the annual meeting of the members, or as soon thereafter as convenient, at such site as designated by the Board in advance of the annual member meeting. A regular meeting of the Board of Directors shall also be held monthly at such date, time, and place in one of the counties in Georgia within which the Cooperative serves, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof, except when business to be transacted thereat shall require special notice; PROVIDED, that any Director, absent from any meeting of the Board at which such a resolution initially determines or makes any change in the date, time or place of a regular meeting, shall be entitled to receive written notice of such determination or change at least five (5) days prior to the next meeting of the Board; AND PROVIDED FURTHER, that if a policy therefore is established by the Board, the Chairman of the Board may change the date, time or place of a regular monthly meeting for good cause and upon at least five (5) days' notice thereof to all Directors.

SECTION 2. Special Meetings.

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Special meetings of the Board of Directors may be called by Board resolution, the Chairman of the Board, or any three (3) Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3, hereunder. The person or persons authorized to call special meetings of the Board of Directors shall fix the time and place (which shall be in one of the counties in Georgia within which the Cooperative serves, unless all Directors consent to its being held in some other place in Georgia or elsewhere), for the holding of any special meeting of the Board of Directors called by them. Special meetings, upon proper notice as otherwise provided herein, may also be held via telephone conference call, without regard to the actual location of the Directors at the time of such a telephone conference meeting, if all the Directors consent thereto.

SECTION 3. Notice.

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Written notice of the time, place (or telephone conference call) and purpose(s) of any special meeting of the Board of Directors, and when the business to be transacted thereat should require such, of any regular meeting of the Board, shall be delivered at least five (5) days prior thereto, delivered personally, by mail, special delivery, or by electronic facsimile to each Director at his last known address, by or at the direction of the Secretary or, upon a default in his duty, by those calling such meeting in the case of a special meeting or by any Director in the case of any meeting whose date, time, and place have already been fixed by Board resolution. If mailed, such notice shall be deemed 13 to be delivered when deposited in the United States mail at least five (5) days prior to the meeting date addressed to the Director at his address as it appears on the records of the Cooperative, with first class postage thereon prepaid. The attendance of a Director at any meeting of the Board shall constitute a waiver of notice of such meeting, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

SECTION 4. Quorum.

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A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; PROVIDED, that a Director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of Directors present; AND PROVIDED FURTHER, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION 5. Manner of Acting.

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Except as provided otherwise by law or these bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 6. Attendance at Board Meetings by Telephone or Other Telecommunications Device.

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If no other Director objects, a Director may attend and participate in a Board meeting by being continuously connected thereto by telephone or other telecommunications device in such a manner that he may speak to and be heard by such meeting and all other Directors there present may hear and speak to him. 

ARTICLE VII – OFFICERS

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SECTION 1. Number.

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The officers of the Cooperative shall be a Chairman of the Board, Vice-Chairman of the Board, Secretary, and Treasurer and other such officers as may from time to time be determined by the Board of Directors. The offices of Secretary and of Treasurer may be held by the same person.

SECTION 2. Election and Term of Office.

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The officers shall be elected, by secret written ballot, annually and without prior nomination by and from the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these Bylaws with respect to the removal of Directors by the members and to the removal of officers by the Board of Directors. Any other officers may be elected by the Board, and with such title, tenure, responsibilities, and authorities, as the Board of Directors may from time to time deem advisable.

SECTION 3. Removal.

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Any officer, agent, or employee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the Cooperative will be served thereby.

SECTION 4. Vacancies.

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Except as otherwise provided in these Bylaws, a vacancy in any office may be filled by the Board of Directors for the un-expired portion of the term; utilizing the same procedure set forth in Section 2 of this Article

SECTION 5. Chairman of the Board:

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The Chairman

               (a) Shall be the principal executive officer of the Board and shall preside at all meetings of the Board of Directors, and unless determined otherwise by the Board, at all meetings of the members; 14
               (b) Shall sign, with the Secretary, any certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer, or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
              (c) In general shall perform all duties incident to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time. 

SECTION 6. Vice-Chairman of the Board.

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In the absence of the Chairman of the Board, or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman, and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 7. President.

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The Board of Directors may appoint a President who may be, but who shall not be required to be, a member of the Cooperative. The President shall be the Chief Executive Officer (CEO) of the Cooperative and have general oversight, care and management of the property and business of the Cooperative, shall be responsible for executing the policies, plans, and directions of the Board, and shall have authority to employ and dismiss all employed personnel subject to the policies adopted by the Board, and shall perform such addition duties and have such additional authority as the Board of Directors may from time to time require of or vest in him; PROVIDED, however, that the President shall always be subject to the direction of the Board of Directors through action taken at regular or special meetings of such Board.

SECTION 8. Secretary.

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The Secretary shall:

               (a) Keep, or cause to be kept, the minutes of meetings of the members and the Board of Directors in one or more books provided for that purpose;

               (b) See that all notices are duly given in accordance with these Bylaws or as required by law;
               (c) Be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to any certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal, is duly authorized in accordance with the provisions of these Bylaws or is required by law;
               (d) Keep, or cause to be kept, a register of the name and post office address of each member, which address shall be furnished to the Cooperative by such member;
               (e) Sign with the Chairman of the Board any certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors;
               (f) Have general charge of the books of the Cooperative in which a record of the members is kept;
               (g) Keep, or cause to be kept, on file at all times a complete copy of the Bylaws of the Cooperative containing all amendments thereto which copy shall always be open to the inspection of any member, and at the expense of the Cooperative, supply a copy of the Bylaws and all amendments thereto to each member upon request; and
               (h) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors. 

SECTION 9. Treasurer.

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The Treasurer shall:

               (a) Have charge and custody of and be responsible for all funds and securities of the Cooperative;
               (b) Receive and give receipts for monies due and payable to the Cooperative from any source whatsoever, and deposit all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws;
               (c) In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 10. Delegation of Secretary's and Treasurer's Responsibilities.

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Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 8 and 9, the Board of Directors, by resolution, may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of each such officer's duties to one or more agents, other officers, or employees of the Cooperative who are not Directors. To the extent that the Board does so delegate with respect to any such officer, that officer as such shall be released from such duties, responsibilities and authorities.

SECTION 11. Bonds.

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The Board of Directors in its discretion, may require any officer, agent, or employee charged with responsibility for the custody of any of the funds or property of the Cooperative to give bond or be insurable under a policy of fidelity insurance in such amount and with such surety or insurer as it shall determine. The costs of such bonds, with respect to members of the Board of Directors, the Cooperative Attorney, Cooperative employees or agents may be borne by the Cooperative as determined by the Board of Directors.

SECTION 12. Compensation.

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The compensation, if any, of any officer, agent or employee who is also a Director or close relative of a Director shall be determined by the Directors in the absence of the interested or related Director, as provided in Article IV, Section 10 of these Bylaws, and the powers, duties, and compensation of any other officers, agents, and employees shall be established, or a plan therefore approved, by the Board of Directors. In any case, the Board may delegate authority to the President to determine the salaries of such other officers, agents, and employees under his direction.

SECTION 13. Reports.

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The officers of the Cooperative shall submit, or cause to be submitted, at each annual meeting of the member’s reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year. 

ARTICLE VIII – CONTRACTS, CHECKS AND DEPOSITS

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SECTION 1. Contracts.

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Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents, employee or employees, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

SECTION 2. Checks, Drafts, Etc.

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All checks drafts or other orders for payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 3. Deposits; Investments.

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All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks or in such financial securities or institutions as the Board of Directors may select.

ARTICLE IX - MEMBERSHIP CERTIFICATES

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SECTION 1. Certificates of Membership.

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Membership in the Cooperative may, if the Board so resolves, be evidenced by a certificate of membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors, not contrary to, or inconsistent with, the Articles of Incorporation of the Cooperative or these Bylaws. Such certificate, if authorized to be issued by the Board, shall be signed by the Chairman of the Board and by the Secretary of the Cooperative and the corporate seal shall be affixed thereto; PROVIDED, that the seal and the signatures of the Chairman of the Board and the Secretary may be imprinted thereon by facsimile.

SECTION 2. Issue of Membership Certificates.

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No membership certificate shall be issued for less than the membership fee fixed in these Bylaws, nor until such membership fee, and other payments, if any, have been fully paid.

SECTION 3. Lost Certificate.

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In case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such terms and such indemnity to the Cooperative as the Board of Directors may prescribe. 

ARTICLE X – NON-PROFIT OPERATION

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SECTION 1. Interest or Dividends on Capital Prohibited.

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The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

SECTION 2. Patronage Capital in Connection with Furnishing Electric Energy.

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In the furnishing of electric energy, the Cooperative's operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Cooperative. All amounts received and receivable from the furnishing of electric energy, in excess of operating costs and expenses properly chargeable against the furnishing of electric energy, at the moment of receipt by the Cooperative, are received with the understanding that they are furnished by the patrons as capital, and the Cooperative will maintain such books and records as will enable it to compute, upon reasonable notice, the amount of capital contributed during any given period by each of its patrons. All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year; (b) to the extent not needed for that purpose, retained as patronage capital; or (c) so long as the Cooperative is a distributor of electric energy generated by the Tennessee Valley Authority ("TVA"), used for such other lawful purpose as permitted by the Tennessee Valley Authority Act of 1933, as amended, or the Cooperative's Wholesale Power Contract with TVA. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits of all past and present members of the Cooperative shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members; PROVIDED, that insofar as gains may at that time be realized from the sale of any appreciated asset, such gains shall be distributed to all persons who were patrons during the period the asset was owned by the Cooperative in proportion to the amount of business done by such patrons during that period insofar as is practicable, as determined by the Board of Directors, before any payments are made on account of property rights of members.

SECTION 3. Bylaws-Contract with Members.

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The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions, and that the Cooperative's Wholesale Power Contract with TVA prohibits the distribution of capital credits to patrons.

SECTION 4. Patronage Refunds in Connection with Furnishing Other Services.

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In the event that the Cooperative should engage in the business of furnishing goods or services other than electric energy, all amounts received and receivable there from which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services shall, insofar as permitted by law and, if applicable, the Cooperative's current wholesale power contract with TVA, be retained as patronage capital and accounted for in the same manner as with other types of member furnished capital, subject to eventual retirement at such time and in such order of priority as the Board of Directors shall determine.

ARTICLE XI – DISPOSITION AND PLEDGING OF PROPERTY; DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION

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SECTION 1. Disposition and Pledging of Property

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               (a) The Cooperative's Board of Directors, without requirement of the members' vote or consent, is empowered to authorize any sale, lease, lease-sale, exchange, transfer or other disposition of less than substantially all of the Cooperative's properties and assets and to authorize the execution and delivery of mortgages, deeds of trusts or any other security instruments covering all or any part of the Cooperative's property and assets, all as provided for in O.C.G.A. Section 46-3-400(a) and (b).
               (b) The sale, lease, lease-sale, exchange, transfer or other disposition of all or substantially all of the Cooperative's properties and assets may be authorized and effectuated pursuant to the provisions of O.C.G.A. Section 46-3-401 and of Sections (1) through (5) of this paragraph. Not in conflict with, or in lieu of, but rather as supplementary to such sections, the following procedures shall be followed in authorizing such a sale, lease, lease-sale, exchange, transfer or other disposition:

  1. Any proposal for a sale, lease, lease-sale, exchange, transfer, or other disposition of all or substantially all of the Cooperative's properties and assets will be considered by the Board of Directors only if it meets such criteria as the Board of Directors may by Resolution adopt as its policy thereto.
  2. If the Board of Directors looks with favor upon any proposal for such sale, lease, leasesale, exchange, transfer or other disposition, it shall first cause three (3) independent, non-affiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange, transfer or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by the Board of Directors.
  3. If the Board of Directors, after receiving such appraisals (and other terms and conditions which are submitted, if any), determines that the proposal should be submitted for consideration by the members, it shall first give every other electric membership corporation, corporately sited and operating in Georgia (which has not made the proposal for such sale, lease, lease-sale, exchange, transfer or disposition), an opportunity to submit competing proposals. In addition, the Board may, but shall not be obligated to, offer the same opportunity to other entities, as it may select. Such opportunity shall be in the form of a written notice to such electric membership corporation and any other selected entities, which notice shall be attached to a copy of the proposal which the Cooperative has already received and copies of the respective reports of the three (3) appraisers. Such electric membership corporations and any other selected entities shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.
  4. If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall adopt a resolution recommending the sale and directing the submission of the proposal to a vote of the members at a duly held member meeting, and shall so notify the members not less than sixty (60) days before noticing a special meeting of the members thereon or, if such be the case, the next annual member meeting, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof and action thereon, which meeting shall be held not less nor more than ninety (90) days after the giving of notice thereof to the members; PROVIDED, that consideration and action by the members ma y be given at the next annual member meeting if the Board so determines and if such annual meeting is held not less nor more than ninety (90) days after the giving of notice of such meeting.
  5. If at least ten percent (10%) of the members of the Cooperative petition the Board not less than thirty (30) days before the date of such special or annual meeting, the Cooperative will, at its expense, mail to all other members any opposing or 18 alternative positions which such petitioners may have to the proposals that have been submitted or any recommendations that the Board has made.

The provisions of this Subsection (b) shall not apply to a sale, lease, lease-sale, exchange transfer or other disposition to one or more other electric membership corporations if the substantive or actual legal effect thereof is to merge or consolidate with such other one or more electric membership corporations.

SECTION 2. Distribution of Surplus Assets on Dissolution.

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Upon the Cooperative's dissolution, any assets remaining after all liabilities or obligations of the Cooperative have been satisfied and discharged shall, to the extent practicable as determined by the Board of Directors and not inconsistently with the provisions of the third paragraph of Article X Section 2 of these Bylaws, be distributed without priority among all persons who are or who have been members of the Cooperative for any period during its existence, on the basis that their respective patronage during such periods bears to the total receipts of the Cooperative since its inception; PROVIDED, however, that, if in the judgment of the Board the amount of such surplus is too small to justify the expense of making such distribution, the Board may, in lieu thereof, donate, or provide for the donation of, such surplus to one or more non-profit charitable or educational organizations that are exempt from Federal income taxation. 

ARTICLE XII - WAIVER OF NOTICE

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Any member or Director may waive, in writing, any notice of meetings required to be given by these Bylaws or any notice that may otherwise be legally required, either before or after such notice is required to be given.

ARTICLE XIII - FISCAL YEAR

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The fiscal year of the Cooperative shall begin on the first day of July of each year and end on the thirtieth (30) day of June of each year.

ARTICLE XIV – RULES OF ORDER

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Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these Bylaws, and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Robert's Rules of Order, as adopted by the Board of Directors, except to the extent such procedure is otherwise determined by law or by the Cooperative's Articles of Incorporation or Bylaws. This article shall be subordinate to any other provision of these Bylaws pertaining to the votes required for action by members, Directors or committees.

ARTICLE XV – SEAL

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The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words "Corporate Seal, Georgia." 

ARTICLE XVI – AMENDMENTS

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SECTION 1. Power to Amend.

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Subject to the provisions of O.C.G.A. Section 46-3-325, these Bylaws may be altered, amended, or repealed by the affirmative vote of not less than a two-thirds (2/3) majority of the members of the Board of Directors or by a majority of the votes cast by the members represented, at any regular or special 19 member meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendments or repeal, or an accurate summary explanation thereof.

SECTION 2. Procedure for Amending by Members.

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Where a bylaw change must be authorized by the members, as provided in O.C.G.A. Section 46-3- 325, or in the case of a member initiated proposal, such change may be considered only if the change or an accurate summary explanation thereof is noticed to the members and is sponsored by the Board or by at least ten percent (10%) of the members of the Cooperative who over their signatures, at least ninety (90) days prior to the date of the member meeting at which such change will be acted upon, file with the Cooperative a petition proposing such change and setting forth with particularity the wording thereof and the time that the change is to become effective; PROVIDED, if the Cooperative is presented with such a petition over the signatures of less than ten percent (10%) of its members, and if the request sets forth with particularity the wording of the proposed change and the time that the change is to become effective, the Board may, but shall not be obligated to, waive the foregoing petition requirement and cause such proposed change to be noticed and acted upon; PROVIDED FURTHER, the Board shall not cause any proposed bylaw change to be noticed or acted upon, or permit any amendment to a proposed bylaw change to be acted upon, if it determines that such, if adopted, would be illegal or legal nullity. No proposed bylaw change or member initiated proposal may be amended from the floor of the member meeting at which it is being considered. 

ARTICLE XVII – MISCELLANEOUS

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SECTION 1. Captions, Gender and Number.

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Captions contained in these Bylaws are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope thereof or the intent of any provision hereof. Whenever the context so requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

SECTION 2. Effective Date.

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These Bylaws shall become effective on August 4, 1994, pursuant to the Resolution of the Board of Directors adopted July 7, 1994. Certain Articles of the Bylaws pertaining to titles of the officers of the Corporation were amended by action of the Board of Directors on February 8, 2001. Portions of Article I, sections 3 and 8, were amended by action of the Board of Directors on September 2, 2010.

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