CANOOCHEE ELECTRIC MEMBERSHIP CORPORATION
Updated February 23, 2022
ARTICLE – 1
SECTION 1.01 ELIGIBILITY FOR MEMBERSHIP. Any person, as that term is defined by the Georgia Electric Membership Corporation Act, who may lawfully receive electrical service from an electric membership corporation and who must be of legal age to conduct business in the state of Georgia or older and competent is eligible to become a member of Canoochee Electric Membership Corporation, which is referred to in the Bylaws as “Cooperative”.
SECTION 1.02 PRECONDITIONS TO MEMBERSHIP. No member may hold more than one membership in the Cooperative. No person shall become a member unless the following has been met:
- the person has made a written application for membership in
the Cooperative, in the form prescribed by the Cooperative;
- the person has agreed to take electric service from the Cooperative at one or more premises;
- the person has agreed to comply with and be bound by the Articles of Incorporation, Bylaws and Service Rules and Regulations of the Cooperative, and any other reasonable rules and regulations from time to time adopted by the Board of Directors of the Cooperative;
- the person has paid, or made satisfactory arrangements for the payment of, any past due indebtedness owed by the person to the Cooperative; or any other person residing on the premises;
- the person has paid any security deposit, membership fee, contribution in aid of construction, and such fee or charge as may be required by the Cooperative’s Rates and Service Rules and Regulation in effect at the time of application;
- the person has satisfied all other reasonable conditions established for membership by the Board of Directors; and,
- the Board has passed a resolution accepting the person into membership of the Cooperative.
Should the Cooperative ascertain that it is providing electric service to a person who has not complied with, and upon written request refuses or fails to comply with, any one or more of these preconditions, the Cooperative may terminate electric service to the premises of such person. Furthermore, the cooperative shall not be required to furnish service to an applicant who is reasonably believed to be engaging in a conspiracy to deceive and defraud the cooperative to avoid payment for a debt for electric service.
SECTION 1.03 OBLIGATIONS OF MEMBERS AND APPLICANTS FOR MEMBERSHIP. Each member and applicant for membership shall be obligated to:
- purchase from the Cooperative, as soon as electric energy shall
be available, all electric energy purchased for use on premises to which service is provided by the Cooperative at the request of the member or the member’s agent, unless temporarily prevented from doing so by causes reasonably beyond the control of the applicant or member, and shall pay therefore at rates which shall from time to time be fixed by the Board.
- comply with and be bound by the Articles of Incorporation,
Bylaws and Service Rules and Regulations of the Cooperative and other reasonable rules and regulations from time to time adopted by the Board of Directors of the Cooperative.
- upon request by the Cooperative, to execute and deliver to the Cooperative grants of easement or right-of-way over, on and under land owned by the member in accordance with such reasonable terms and conditions as the Cooperative may require for the furnishing of electric service to the member or other members or for the construction, operation, maintenance or relocation of the Cooperative’s facilities, lines, and equipment for future members and applicants for membership.
- pay all sums justly due the Cooperative under the rates, tariffs, and Service Rules and Regulations promulgated from time to time by the Cooperative. (When the member has more than one service connection from the Cooperative, any payment for service to the member by the Cooperative shall be deemed, pro forma, to be allocated and credited on a pro rata basis to the member’s outstanding accounts for all such service connections, notwithstanding the Cooperative’s actual accounting procedures do no reflect such prorating.)
(e) causes all premises to which electric service is provided by the Cooperative to become and remain wired in accordance with specifications of the National Electric Safety Code, the Fire Insurance Underwriter’s Association, any government or governmental agency having authority to prescribe such specificity, and the Cooperative. In this connection, each member shall be responsible for and shall indemnify the Cooperative and or other persons against injury, loss or damage resulting from, and defect in, or improper use or maintenance of the member’s premises wiring or apparatuses utilizing electrical energy on the premises. IN NO EVENT, HOWEVER SHALL THE RESPONSIBILITY OF THE COOPERATIVE EXTEND BEYOND THE POINT WHICH ITS SERVICE WIRES ARE ATTACHED TO THE MEMBER’S SERVICE ENTRANCE OR
(f) provide devices to protect electrical motors and equipment in event of over-current, low voltage, single phasing, etc.
SECTION 1.04 SUSPENSION OF MEMBERSHIP AND REINSTATEMENT OF MEMBERSHIP. Upon the failure of a member to pay for electrical service to the Cooperative, or failure of a member to comply with the member’s obligations set forth in these Bylaws and the Service Rules and Regulations of the Cooperative, the Cooperative will terminate electrical service to the member’s premises and the membership rights of the member shall be suspended after no more than five days and no less than three days without the obligation to the Cooperative being met. If the member pays all sums required by the Cooperative’s Bylaws and Service Rules and Regulations for reinstatement of service, and shall satisfactorily rectify any other noncompliance with the Service Rules and Regulations of the Cooperative and the Cooperative reinstates electric service to the premises of the member, the membership rights shall be automatically reinstated. If the member does not pay all sums required by the Cooperative's Bylaws and Service Rules and Regulations for reinstatement of service and shall not satisfactorily rectify any other noncompliance with the Service Rules and Regulations of the Cooperative, membership shall terminate.
SECTION 1.05 TRANSFER OF MEMBERSHIP. A membership may be transferred but only to one who directly occupies or uses the premises being furnished electric services by the Cooperative and upon the successor member meeting the requirements of membership set forth in Section 1.02 above.
SECTION 1.06 WITHDRAWAL. Any member may withdraw from membership upon payment in full of all debts, liabilities, and obligations of the member of the cooperative and in compliance with all terms and conditions that may apply.
SECTION 1.07 TERMINATION OF MEMBERSHIP. A member will be deemed to have withdrawn and terminated his membership in the Cooperative upon the Board of Directors adopting a resolution terminating the membership following the occurrence of any one of the following:
(a) a voluntary withdrawal from membership by a member upon full payment of all debts, liabilities, and obligations of the member to the Cooperative and the compliance with all other terms and conditions that may apply.
(b) the death or cessation of existence of the member.
(c) a member who shall fail to reinstate a membership suspended in accordance with Section 1.04 above shall be deemed to have withdrawn and terminated his/her membership without the necessity of the adoption of a resolution by the Board of Directors terminating his/her membership.
SECTION 1.08 EXPULSION. A member may be expelled from membership pursuant to such reasonable terms and conditions as may from time to time be adopted by the Board of Directors.
SECTION 1.09 EFFECTS OF WITHDRAWAL, TERMINATION AND EXPULSION. Upon the withdrawal, termination, or expulsion of a member, the membership of such person shall terminate. Termination of a membership shall not release any member or the member’s estate from any debts due the Cooperative.
MEETINGS OF MEMBERS
SECTION 2.01 ANNUAL MEETING. The annual meeting of the members shall be held in the month of October of each year. The annual meeting shall be held at such time within the month of October, at such place within a county in which electrical service is provided by the Cooperative, as shall be determined by the Board of Directors and designated in the notice of the meeting. The annual meeting shall be for the purpose of electing directors, passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting. Nothing herein shall be construed, however, to authorize the consideration of any matter which, under these Bylaws, the Articles of Incorporation of the Cooperative, the Georgia Electric Membership Corporation Act or any other provision of law, are required to be, but have not been stated in the notice of the annual meeting.
SECTION 2.02 SPECIAL MEETING. Special meetings, or a special meeting in lieu of the annual meeting of members, may be called by the President, the Board of Directors, or upon the written request of not less than fifteen percent (15%) of the members of the Cooperative, in which event it shall be the duty of the Secretary to cause notice of such meeting to be given to the members. A special meeting of the members may be held at such place within a county in which electrical service is provided by the Cooperative as determined by the Board of Directors and specified in the notice of the special meeting.
SECTION 2.03 NOTICE OF MEMBERS’ MEETINGS. Written notice stating the place, day, and hour of the annual meeting of the members and in case of a special meeting, the purpose or purposes for which meeting is called, shall be provided not less than five (5) days nor more than fifty (50) days before the date of the meeting by any reasonable means at the direction of the Secretary, or the officer or persons calling the meeting, to each member of record then entitled to vote at such meeting. Reasonable means of providing such notice shall include, but not be limited to, United States Mail, personal delivery, electric membership corporation’s newsletter, or member’s monthly service bill. Notice of any meeting of the members need not be given to any member who signs a waiver of notice either before or after the meeting. Attendance of the member shall itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a member attends a meeting solely, for the purpose of stating objection or objections to the transaction of business. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at the member’s address as appears on the records of the Cooperative.
SECTION 2.04 QUORUM. Attendance in person of at least 200 members of the Cooperative or persons who represent members in accordance with Section 2.05 below shall constitute a quorum of any meeting of the members. The quorum required to conduct a contested director election shall be the timely receipt of at least two hundred (200) ballots, whether cast at the annual meeting or during the early Voting Period. A majority of those present may adjourn the meeting from time to time whether or not a quorum is present. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken; and at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.
SECTION 2.05 VOTING. Each member shall be entitled to only one vote upon each matter, and no more, submitted to a vote of the members. At all meetings of the members from which the member is absent, the spouse of absent member, or in absence of the member and member’s spouse, a person who must be of legal age to conduct business in the state of Georgia or older and who establishes to the satisfaction of the Cooperative that such person is a member of the household of such absent member, shall be entitled to vote in place of the member. At all meetings of the members at which quorum is present, the affirmative vote of a majority of the members represented at the meeting shall be the act of the membership unless the vote of a greater number is required by these Bylaws, or the Articles of Incorporation provided, however, when a quorum is once established to organize a meeting, the members present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.
SECTION 2.05.01 EARLY VOTING PERIOD. The “Early Voting Period” shall be five consecutive business days, ending the Friday prior to the annual meeting during which the members may cast their vote in contested director elections in person, at any regular business office during regular business hours. Whenever there is a contested director election, the Credentials and Elections Committee shall approve the form of ballots for members to cast their ballot during the Early Voting Period, and approve the procedures for ensuring ballot security and for conducting registration and voting.
SECTION 2.06 ORDER OF BUSINESS. 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:
- Report on number present in person or represented pursuant to Section 2.05 (and, where appropriate, the number of members represented through participation in the early voting period) (as specified in Section 2.05.01) in order to determine the existence of a quorum;
- Reading or waiver of reading of the notice of the meeting and proof of provision of notice
- Reading or waiver of reading of the unapproved minutes of previous meetings of the members
and the taking of necessary action with respect to such minutes
- Presentation, consideration of, and action upon reports of Officers, Directors and Committees.
- Election of Directors.
- Unfinished business.
- New business.
The Board may, however, in their discretion establish a different order of business for the purpose of assuring the earlier consideration and action upon any item of business, the transaction of which is necessary or desirable in advance of any other item of business. If a revised order of business is established by the Board, notice of the revised order shall be provided in the notice of the meeting.
SECTION 2.07 CREDENTIALS AND ELECTION COMMITTEE. The Board of Directors shall, at least fifty-one (51) days before any meeting of the members, appoint a Credentials and Election Committee consisting of an uneven number of members, not less than five (5) no more than fifteen (15), who are not a close relative to any member of the Board of Directors, Chief Executive Officer or to any employee of the Corporative or known candidates for directors to be elected at such meeting excluding nephews/nieces by marriage. In appointing the Committee, the board shall have regard for equitable representation of the several areas served by the Corporative. It shall be the responsibility of the Committee;
- To pass upon all questions that may arise with respect to the validity of nominating petitions and registration of members
- To count or validate all ballots cast at any election, or any ballot vote taken.
- To rule upon the effect of any ballots irregularly marked.
- To approve the form of ballots for Contested Director Elections and any run-off election and approve the procedures for ensuring ballot security, conducting registration and voting by members.
- To perform such other duties concerning the conduct of the meeting as may be assigned by the Board of Directors.
The Committees’ decision on all such matters shall be final.
As used in the section, “close relative” means a person who, by blood or marriage, including half, foster, step and adoptive kin is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principle.
In the exercise of its responsibility, the Committee shall have available to it the advice of legal counsel provided by the Cooperative.
SECTION 2.08 ROBERT’S RULES OF ORDER. Parliamentary procedure at any meeting shall be governed by the most readily available version of Robert’s Rules of Order, except to the extent such procedure is otherwise controlled by law, the Articles of Incorporation or these Bylaws. Any failure to conduct the meeting in compliance therewith, however, shall not render invalid any action taken at the meeting unless objection citing such failure is made at the time such action is taken.
SECTION 3.01 GENERAL POWERS OF BOARD OF DIRECTORS. The business and affairs of the Cooperative shall be managed by a board of nine (9) directors which shall exercise all the powers of the Cooperative except such as are by law or by the Articles of Incorporation of the Cooperative or by these Bylaws conferred upon or reserved to the members.
SECTION 3.02 CLASSES OF DIRECTORS – ELECTION AND TENURE IN OFFICE. The nine (9) members of the Board of Directors are divided into three (3) classes. At each annual meeting of the members a class of three (3) directors shall be elected by the members to serve for a period of three (3) years and until the third succeeding annual meeting of the members after each director was elected, or notwithstanding the foregoing, until their successors shall have been elected and qualified. Directors shall be elected by the majority of the valid votes cast by the members. Voting in the election of directors shall be by secret ballot; PROVIDED, however that when a nominee has no opposition, secret ballots shall be dispensed with in respect to that particular election, and voting may be conducted at the annual meeting by voice vote or in any other proper manner. In order to give equitable representation to the geographic area served by the cooperative, only one director from each of the nine districts shall serve on the Board at one time, as described, and delineated by these bylaws. Each district shall be represented by one board member. The nine (9) districts are as follows:
District 1 is:
Evans/Tattnall Co. line from Hwy. 169 to Ft. Stewart boundary.
County Rd. 364 (Area Road) from Evans/Tattnall County Line South along Ft. Stewart boundary to the southern border where East Hencart Rd crosses Beards Creek.
East Hencart thru Glennville crossing Hwy 301 then Hwy 23/57 and continues West to Carl Dasher Rd then Northwest up to Hwy 169.
Hwy 169 North from Carl Dasher Rd up to Evans/Tattnall Co line.
District 2 is:
Our service area territory at the Tattnall/Candler Co line from Griffin Ferry Rd East to Hwy 129.
Hwy 129 South to Old Anderson Church Rd to Hwy 292 then to Burkhalter Rd to the Old Reidsville/Collins Rd into Reidsville.
The South Border dips South from Reidsville on Hwy 147 to Rogers Rd then turns Northwest towards Toombs Co.
Service territory just East of Hwy 1 and Hwy 178.
District 3 is:
Ft. Stewart area boundary from Moody Bridge Rd East to Frank Cochran Dr in Hinesville.
From our service territory in Hinesville South to Tibet at Hwy 57.
State Hwy 57 to Ludowici then on to Holmes Theus Rd (Borders service territory)
Holmes Theus to Moody Bridge Rd North to Hwy 196 and Ft. Stewart boundary.
District 4 is:
Service territory boundary between Canoochee River and Stubbs Rd.
Stubbs Rd from North service boundary South to Ft. Stewart boundary.
Ft. Stewart boundary from Canoochee River to Stubbs Rd.
Evans/Bryan County line from North service boundary South to Ft. Stewart boundary.
District 5 is:
Kennedy Bridge Rd at Hwy 129 South on Hwy 129 to Fire Tower Rd. (County Rd 188)
Fire Tower Rd South to Hagan then on to Perkins Mill Road Southeast to Hwy 301. Then South to Evans/Tattnall County line.
Evans/Tattnall County line from Old Hagan Rd West crossing Hwy 169 to Bubba Kennedy then North on Carl Beecher Rd.
Carl Beecher Rd to Eastside Dr around Reidsville to Old Reidsville/Collins Rd then Burkhalter Rd to Hwy 129.
District 6 is:
Hwy 169 West to Bubba Kennedy then North on Carl Beecher Rd – Eastside Dr around Reidsville to Old Reidsville/Collins Rd North of Reidsville.
Hwy 169 South to Albert Rahn/Carl Dasher Rd over to Harris Kicklighter/Bluff Lake Rd to the Altamaha River.
Altamaha River from Bluff Lake Rd to South end of District 2.
Hwy. 147 South of Reidsville to South end of District 2 at Rogers Rd.
District 7 is:
Northern Service Boundary from Hwy 129 East to the Canoochee River.
Canoochee River South to Ft. Stewart boundary down to Evans/Tattnall Co. line & County Rd. 364 (Area Rd.)
Evans/Tattnall Co. line and Ft. Stewart boundary West to Hwy 301.
Old Hagan Rd at Evans/Tattnall County line North to Tattnall St into Claxton-Firetower Rd North to Hwy 129 up to end of service territory.
District 8 is:
Harris Kicklighter Rd at W. Hencart East to Beards Creek and Ft. Stewart boundary – East to Moody Bridge Rd and Ft. Stewart boundary.
Holmes Theus to Moody Bridge Rd North to Hwy 196 and Ft. Stewart boundary.
Altamaha River from Holmes Theus Rd Northwest to West border at Bluff Lake Rd (East border of Dist. 6)
Bluff Lake Rd North to Baxter Durrence Rd then Harris Kicklighter Rd to Carl Dasher Rd.
District 9 is:
North service territory. From intersection of Hwy 280 & Hwy 80 East to Stubbs Rd.
Service territory to Ft. Stewart boundary.
Ogeechee River and Ft. Stewart boundary.
Stubbs Rd from North service boundary South to Ft. Stewart boundary.
SECTION 3.03 QUALIFICATION OF DIRECTORS. No person shall be eligible to become or remain a board member of the Cooperative:
- who is not a natural person and must be of legal age to conduct business in the states of Georgia.
- who is not a member of the Cooperative.
- who is not a bona fide resident of the area served by the cooperative.
- who is employed by or financially interested in an enterprise competing with the Cooperative EXCEPT when such employment or financial interest in the judgment of the directors excluding the director in question, is so inconsiderable and incidental as to pose no reasonable prospect of a conflict of interest.
- who has been an employee of the Cooperative within 5 years of the date of the annual meeting in which the directorship is to be voted upon.
- Who is related either by blood or marriage down to but not including first cousins to any member of the Board of Directors, Chief Executive Officer, or any employee of the Cooperative excluding nephews and nieces by marriage.
- Who is not fully current with all indebtedness and obligations to the Cooperative.
Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the Board shall remove such member from office.
SECTION 3.04 NOMINATIONS BY NOMINATING COMMITTEE. It shall be the duty of the Board to appoint, not less than sixty-six (66) days before the date of each annual meeting or other meeting at which directors are to be elected, a Nominating Committee of active members who shall be selected by the Board so as to give equitable representation to the geographical areas served by the Cooperative. No member shall be appointed to the Nominating Committee who is related either by blood or marriage down to but not including first cousins to any member of the Board of Directors, Chief Executive Officer, or any employee of the Cooperative, excluding nephews and nieces by marriage. It shall be the duty of the Nominating Committee to meet at least fifty-six (56) days prior to such meeting and to nominate one or more candidates for the directorships that are to be filled at such meeting.
SECTION 3.05 NOMINATION BY PETITIONS. Other nominations for such elections may be made by written petition, signed by not less than twenty-five (25) active members and submitted to the Secretary of the Cooperative or his nominee not less than fifty-one (51) days prior to such meeting. The Secretary shall include same in the notice to the members of the meeting at which the election is to be held.
SECTION 3.06 NOTICE OF NOMINEES. The Secretary shall be responsible for posting at the headquarters of the Cooperative the nominees for the election made by the Nominating Committee and by petition if such petition is received fifty-one (51) days prior to such meeting, and shall include same in the notice of the members for the meeting at which the election is to be held.
SECTION 3.07 NOMINATIONS FROM THE FLOOR. Additional nomination for the election of directors shall not be made from the floor.
SECTION 3.08 ELECTION. Directors shall be elected by a majority of the votes cast by members, or those authorized to vote for them pursuant to Section 2.05 and subsection 2.05.01 of the Bylaws, at the meeting in which the election is to be held. Should no candidate receive a majority vote, then successive ballot(s) shall be taken between the two highest candidates until one of the candidates receives a majority of the vote.
SECTION 3.09 VACANCIES. Vacancies occurring on the Board of Directors shall be filled by a majority vote of the remaining directors and directors thus elected shall serve until expiration of the term of the directors causing such vacancy.
SECTION 3.10 FAILURE OF COMPLIANCE. Failure to comply with any of the provisions of these Articles as to the election of directors, except bad faith or intentional failure to comply, shall not affect the validity of the election of any directors. In no event shall it invalidate the action of all or any of the directors taken thereafter.
SECTION 3.11 COMPENSATION. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors, a fixed sum paid per diem basis, and expenses therewith, may be allowed for attendance at each meeting of the Board of Directors and such other meetings at which attendance and compensation is specifically authorized by a special or continuing resolution of the Board of Directors.
SECTION 3.12 EMERITUS DIRECTOR. The position of an emeritus director is hereby established to act as a good will Ambassador helping to educate the Cooperative members and continuing to support Canoochee EMC in its business endeavors. A director shall become eligible for election by the Board of Directors to the position of Emeritus Director upon all of the following:
- having attained his/her 62nd birthday;
- having served nine (9) consecutive years on the Board of Directors;
- having filed his/her written request to become an emeritus director; and,
- being, at the time of his/her election, a member of the Cooperative.
An emeritus director shall upon request of the Board of Directors, attend meetings of the Board of Directors, but shall have no vote on any matter pending before the Board of Directors. The Emeritus Director shall not receive any compensation by virtue of his/her position or services as an Emeritus Director, nor shall he/she receive reimbursement for expenses incurred in his/her duties as an emeritus director except in instances in which the emeritus director is given specific assignments by the Board of Directors and in such cases, the Emeritus Director shall receive per diem and mileage in an amount to be determined by the Board. Notwithstanding the foregoing, however, the Cooperative shall provide medical and hospital insurance to the same extent as such coverage is from time to time provided to employees and Directors of the Cooperative.
Such Emeritus status may be revoked by vote of two-thirds (2/3) of the Board of Directors.
SECTION 3.13 POLICIES, RULES AND REGULATIONS. The Board of Directors shall have power to make and adopt such policies, rules and regulations not inconsistent with the law or the Articles of Incorporation or Bylaws of the Cooperative as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.
MEETINGS OF DIRECTORS
SECTION 4.01 REGULAR MEETINGS. A meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board of Directors shall also be held monthly or more often at such time and manner as the Board of Directors may provide by resolutions, provided that a copy of said resolution is delivered to any Board member who is absent from the meeting at which such resolution is adopted. Such regular meeting may be held without notice.
SECTION 4.02 SPECIAL MEETINGS. Special meeting of the Board of Directors may be called by the President or any two (2) directors. The person or persons authorized to call a special meeting of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them, which shall unless authorized by a majority of the entire Board of Directors, be in
SECTION 4.03 NOTICE. Notice of the time, place, and purpose of any special meeting of the Board of Directors, shall be given by or at the direction of the President, the Secretary, or the persons calling the meeting. The notice shall be given to each director at least five (5) days prior to the meeting by written notice delivered personally or mailed to each director at his/her last known address. If mailed, such notice shall be deemed delivered when deposited in the
SECTION 4.04 QUORUM FOR MEETING OF DIRECTORS. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of the directors present may adjourn the meeting to another time and place without further notice whether or not a quorum is present.
SECTION 4.05 ACTION OF BOARD OF DIRECTORS. The vote of a majority of directors present and voting at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.
The members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference, telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at such meeting.
SECTION 5.01 OFFICERS. The officers at the Cooperative shall be a President, Vice President, Secretary and Treasurer. The officers of the Secretary and of the Treasurer may be held by the same person.
SECTION 5.02 ELECTION AND TERM OF OFFICE. The officers shall be elected annually 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/her successor shall have been duly elected and shall be qualified, subject to the provision of these Bylaws with respect to the removal of officers. The election of officers shall be by secret written ballot.
SECTION 5.03 REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in their judgment, the best interest of the Cooperative will be served thereby.
SECTION 5.04 VACANCIES. 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 of vacancy.
SECTION 5.05 PRESIDENT. The President, if present, unless otherwise determined by the members of the Board of Directors shall preside at all meetings of the Board of Directors and members unless waived by majority of those present and voting at such meeting, shall have general supervision, direction, and control of the business and affairs of the Cooperative, and shall have the general powers and duties of management usually vested in the office of President of the Cooperative and shall further have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws; provided, that certain duties and authorities normally exercised by the Chief Executive Officer of the Cooperative may upon resolution of the Board of Directors, be delegated through job descriptions or other written policies or procedures to the Chief Executive Officer, other employees, officers, or agent of the Cooperative.
SECTION 5.06 VICE PRESIDENT. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President, and shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors.
SECTION 5.07 SECRETARY. The Secretary shall be responsible for:
- keeping the minutes of meeting of the members and the Board of Directors in one or more books provided for that purpose;
- seeing that all notices are duly given in accordance with these Bylaws or as required by law;
- the safekeeping of the corporate books and records and the seals of the Cooperative and affixing the seal of the Cooperative to all 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 provision of the Bylaws;
- keeping a register of the names and post office address of all members;
- signing with the President, certificates of membership, the issuance of which shall have been authorized by the Board or the members;
- keeping on file at all times a complete copy of the Articles of Incorporation and 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, furnishing a copy of the Bylaws and of all amendments thereto to any member upon request; and
- in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the board.
SECTION 5.08 TREASURER. The Treasurer shall be responsible for:
- custody of all funds and securities of the Cooperative;
- the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such banks as shall be selected in accordance with the provision of the Bylaws; and
- the general performances of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board.
SECTION 5.09 CHIEF EXECUTIVE OFFICER. The Board of Directors may appoint a CEO who may be, but shall not be required to be, a member of the Cooperative. The CEO shall perform such duties as the Board of Directors may from time to time require of him/her and shall have such authority as the Board of Directors may from time to time vest in him/her.
SECTION 5.10 DELEGATION OF THE SECRETARY’S AND TREASURER’S RESPONSIBLITIES. Notwithstanding the duties, responsibilities, and authorities of the Secretary and of the Treasurer herein before provided in Sections 5.07 and 5.08, 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 such officers such duties to one or more agents or other officers of the Cooperative who are not directors. To the extent that the Board does so delegate with respect to either such officer, that officer as such shall be released from such duties, responsibilities, and authorities.
SECTION 6.01 NON-PROFIT OPERATION. The Corporation is organized as a Nonprofit Corporation under the Georgia Nonprofit Corporation Code, and operates on a cooperative basis. No other business form arises from the relationship between the Corporation and the Members is agreed to or intended, including without limitation Partnership, Joint Venture, Single or Joint Enterprise, nor is any Agency, fiduciary or similar relationship agreed to or intended. The sole relationship between the Corporation and each member shall be that of a Nonprofit Corporation operating on a cooperative basis and a Member.
SECTION 6.02 PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY AND SERVICES. In the furnishing of electric energy and services, the Cooperative’s operation shall be so conducted that all persons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of electric energy in excess of operating cost and expenses properly chargeable against the furnishing of electric energy and services. All such amounts in excess of the operating cost and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. No interest or dividend shall be paid or be payable by the Cooperative on any capital furnished by its patrons.
SECTION 6.03 PATRONAGE CAPITAL-ACCOUNTS. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating cost and expense. The books and records of the Cooperative shall be set up and kept in such manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to capital account of each patron. The Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron by notification to all patrons of the aggregate amounts of such excess with explanation of how each patron may compute and determine for themselves the specific amount of capital so credited to the member. Notwithstanding any other provision of these Bylaws to the contrary, the Board of Directors, at its discretion, may allocate capital credits for an individual member or class of members based upon rates and costs-of-service for that member of that class.
SECTION 6.04 PATRONAGE CAPITAL-STATUS AS SUCH-SECURTIY INTEREST. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts of capital and shall be held subject to the security interest provided for in Section 6.11 below.
SECTION 6.05 OTHER PATRONAGE CAPITAL-ALLOCATION. All other amounts received by the Cooperative from its operation in excess of cost and expenses shall, insofar as permitted by law, be:
- used to offset any losses incurred during the current or any prior fiscal year; and
- to the extent not needed for that purpose, allocated to its patronage basis and any amount so allocated shall be included as a part of the capital credited to the amounts of the patrons as herein provided.
SECTION 6.06 PATRONAGE CAPITAL FROM OTHER ORGANIZATIONS. Notwithstanding any other provision of the Bylaws, the Board shall have the power to adopt rules providing for separate account accounting for and procedure for the retirement of such other amounts of capital credited to the accounts of patrons, which correspond to capital credited to the accounts of patrons, which correspond to capital credited to the account of the Cooperative by other organizations in which the Cooperative is a member. Such rules shall among other things:
- establish a method for determining portions of such capital credited to each of the Cooperative’s patrons for each applicable fiscal year.
- Provide for the separate identification thereof for each patron on the Cooperative books.
- Provide for appropriate notification thereof to patrons.
- Preclude a general or special retirement thereof prior to actual receipt of such capital by the Cooperative, with the exception of deceased patronage retirements.
SECTION 6.07 PATRONAGE CAPITAL-DISSOLUTION. In the event of dissolution or liquidation of the Cooperative, to the extent that sufficient assets are available:
- all debts and liabilities of the Cooperative shall be paid; then
- all capital furnished through patronage shall be retired; then
- any remaining property and assets of the cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the period of the Cooperative’s existence.
SECTION 6.08 PATRONAGE CAPITAL-DISTRIBUTION PRIOR TO DISSOLUTION. If at any time prior to the dissolution or liquidation the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons’ accounts may be retired in full or in part. In no event, however, may such capital be retired unless, after the proposed retirement, the capital of the Cooperative shall equal at least 30% of the total assets of the Cooperative.
SECTION 6.09 PATRONAGE CAPITAL-DISTRIBUTION TO ESTATES OR REPRESENTATIVES OF DECESASED MEMBERS. Notwithstanding any other provision of these Bylaws, the Board of Directors, at its discretion, shall have the power, upon the death of any natural patron, if the legal representatives of the deceased patrons’ estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provision of these Bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; however, that the financial condition of the Cooperative will not be impaired thereby.
SECTION 6.10 PATRONAGE CAPITAL-ASSIGNMENT. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or part of such patron’s premises served by the Cooperative unless the Board of Directors acting under the policies of general application shall determine otherwise.
SECTION 6.11 COOPERATIVE’S SECURITY INTEREST AND RIGHT OF SET-OFF. Notwithstanding any other provision of the Bylaws, all amounts credited to the capital account of any Member pursuant to this Article, and any other sums held by the Cooperative which are payable or may become payable to such Member, and all payments or other distributions thereof, shall be held by the Cooperative subject to a security interest in favor of the Cooperative therein to secure the payment of all debts of such Member to the Cooperative, whether for electrical service or otherwise, and may be set off against such debts at the time such debts or distributions would become payable to such Member.
SECTION 6.12 PATRONAGE CAPITAL CONTRACT WITH MEMBER. 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 patrons are bound by such contract as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this Article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
SECTION 6.13 CAPITAL REFUNDS-RETURNED UNCLAIMED. When capital credited to a member’s account is retired by action of the Board of Directors as authorized in the Bylaws and the payment of the retired capital cannot be accomplished because the member cannot be found, and the check is returned by the United States Postal Service, the sum has remained unclaimed by the person appearing on the records of Canoochee Electric Membership Corporation entitled thereto for more than 5 years after the termination of the services for which the capital credits were allocated the same shall be disposed of as follows:
- Donated to an Internal Revenue Code Section 501(c)(3) organization serving in Canoochee Electric Membership's service area;
- used in support of education in the Electric Membership Corporation service area; or
- used for economic development purposes in the Electric Membership Corporation service area.
"Electric Membership's service area" means any county in which the Electric Membership Corporation provides electric service in any county adjacent thereto.
The Corporation shall:
(1) Maintain for at least six month on Canoochee Electric Membership Corporation's website or on a public posting in the Electric Membership Corporation's main office at Hwy 280 East Reidsville, Georgia, a list of the names and last known addresses of all owners of the capital credits held by Canoochee Electric Membership Corporation which has been presumed abandoned, together with instructions on how to claim such property; and
(2) Publish in the legal organ in Tattnall County, Georgia, in which Canoochee Electric Membership Corporation's main office is located a notice of the last date to claim capital credits that have been presumed abandoned. Such notice shall be published within three to six month prior to the last date to claim the property and shall state that the name of the owners may be found at Canoochee Electric Membership Corporation's website or the main office.
Tender of capital refunds shall be presumed to be accomplished when a check of the Cooperative is properly mailed to the member at the last address shown on the books of the Cooperative, and returned unclaimed by the United States Postal Service.
The last day to claim the abandoned capital credits shall be the day after the last day of the fifth year from the date the capital credits became payable.
The Cooperative may assess holding fees and other charges which may be assessed on abandoned property providing the charges are reasonable, and consist of no more than well-documented actual costs to the Cooperative relating to the fact the capital credit was unclaimed. (e.g.,cost of mailing notices to the members or former members) (O.C.G.A. SS 44-12-201& 44-12-236)
SECTION 6.14 MEMBERSHIP AND DEPOSIT REFUNDS-RETURNED UNCLAIMED. When refund of any membership fee or service security deposit cannot be accomplished because the member cannot be found, the same shall be disposed of in the same manner in which “Capital Refunds-Returned Unclaimed” is handled as authorized in Section 6.13.
OPERATIONS AND MISCELLANEOUS
SECTION 7.01 BONDS OF OFFICERS AND EMPLOYEES. The Board of Directors shall require the Treasurer and any other officer of the Cooperative charged with the responsibility for the custody of any of its property to be bonded in such sum and with such surety as the Board of Directors shall determine. The Board of Directors may, in its discretion, require any other officers, agent, or employee of the Cooperative to be bonded in such amount and with such surety as the Board shall determine. All premiums and expenses associated with the acquisition and maintenance of the bonds for such officers, agents, or employees shall be paid by the Cooperative.
SECTION 7.02 REPORTS. The Cooperative shall, within for (4) months of the close of the fiscal year, prepare reports covering the business of the Cooperative for the previous fiscal year and showing the conditions of the Cooperative at the close of the fiscal year. Such report shall be provided to any member requesting it.
SECTION 7.03 FISCAL YEAR. The Fiscal Year of the Cooperative shall commence on the first of January and end on the last day of December each year.
SECTION 7.04 AUTHORITY FOR EXECTION OF INSTRUMENTS. The Board of Directors, except as otherwise provided by the Bylaws or by law, may authorize any officers, agent or agents 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; and unless so authorized, no officer, agent, or employee shall have power or authority to bind the cooperative by any contract or engagement, or to pledge its credit, or to render it liable for any sum of money, or for any other purpose.
SECTION 7.05 CHECKS, DRAFTS, ETC. All checks, drafts, or other order for the payment of money and all notes or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent of agents, or employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolutions of the Board of Directors.
SECTION 7.06 BANKS ACCOUNTS AND DEPOSITS. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such banks, bankers, trust companies, or the depositories as may be selected by any officer or officers, agents or agents of the Cooperative to whom such power may be delegated from time to time by the Board.
SECTION 7.07 MEMBERSHIP IN OTHER ORGANIZATIONS. The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the directors.
SECTION 7.08 ACCOUTING SYSTEMS AND REPORTS. The Cooperative shall keep and maintain at its principal place of business adequate and correct account of the properties and business transactions, including account of its asset, liabilities, receipts, disbursements, gains, losses, and margins in capital.
SECTION 7.09 OBLIGATION OF THE COOPERATIVE FOR SERVICE. The Cooperative will use its best effort to furnish adequate and dependable electric service, although THE COOPERATIVE CANNOT AND THEREFORE DOES NOT GUARANTEE A CONTINOUS AND UNINTERRUPTED SUPPLY OF ELECTRICITY.
SECTION 7.10 CIRCULATION OF NEWSLETTER. For the purpose of disseminating information devoted to the science of agricultural cooperation, and to productive means of exploiting electric energy the Board of Directors shall be authorized to periodically circulate a newsletter to the members.
INDEMNIFICATION AND INSURANCE
SECTION 8.01 INDEMNIFICATION. The Cooperative shall indemnify each person who is a director, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of such person) 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 to the full extent permitted under 46-3-306 (b) and (c) of the Georgia Electric Membership Corporation Act or any successor provisions of the laws of the State of Georgia. If any such indemnification is requested pursuant to 46-3-306 (b) and (c) of said Act or laws, the Board of Directors shall cause a determination to be made unless a court ordered the indemnification as to whether indemnification of the party requesting indemnification is proper in the circumstances because he/she has met the applicable standard of conduct set forth in 46-3-306 (b) and (c) of said Act or laws. Upon any such determination that is proper, the Cooperative shall make indemnification payments of liability, cost, payment, or expense asserted against, or paid or incurred by him/her in his/her capacity as such a director, officer, employee, or agent to the maximum extent permitted by said sections of said Act or laws. The deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other Bylaw provision or resolution approved pursuant to 46-3-306 (b) and (c) and said Act or laws.
SECTION 8.02 INSURANCE. The Cooperative may purchase and maintain insurance at its expense to protect itself and any director, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of any such person) against any liability, cost, payment, or expense described in Section 8.01 of the Article VIII, whether or not the Cooperative would have the power to indemnify such person against such liability.
SECTION 9.01 DISPOSITION. The Cooperative may not sell any of its property other than:
- property which, in the judgment of the Board of Directors, neither is nor will be necessary or useful in operating and maintaining the Cooperative’s system and facilities; provided, however, that all sales of such property shall not in any one year exceed in value ten (10%) per centum of the Cooperative;
- services of all kinds, including electric energy; and
- personal property acquired for resale;
unless such sale is authorized by the affirmative vote of at least two-thirds (2/3) of the members voting thereon at such meeting in person and that two-thirds (2/3) must be a majority of the entire membership and the notice of such proposed sale shall have been contained in the notice of the meeting; or if all or substantially all of the property of the Cooperative is involved, such sale is authorized pursuant to the provisions of Section 46-3-401 of the Georgia Electric Membership Act.
SECTION 9.02 SECURITY INTEREST. The Board of Directors, without any authorization by the members, at any regular meeting of the Board of Directors or any special meeting of which notice of the intent and purpose of the meeting is given in writing, shall have full power and authority to borrow money from the United States of America or any agency or instrumentality thereof or any national financing institution organized on a cooperative plan for the purpose of financing its member’s programs, projects, and undertakings in which the Cooperative is a member or from any other entity whatsoever and in connection with such borrowing from either one or more of such lenders, to authorize the making and issuance of bonds, notes or other evidence of indebtedness and to secure the payment thereof, to authorize the execution and delivery of a mortgage or mortgages, or deed or deeds of trust, security deeds, financing statements and security instruments upon the pledging of encumbering of any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative whether acquired or to be acquired and wherever situated, all upon such terms and conditions as the Board of Directors of this Cooperative shall determine.
ARTICLE X- SEAL
The seal of the Cooperative shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to affix such a seal at any time, the words “Corporate Seal” or the word “Seal” accompanying the signature of an officer signing for and on behalf of the Cooperative shall be the seal of the Cooperative.
ARTICLE XI- AMENDMENTS
These Bylaws may be amended at any meeting of the Board of Directors by the affirmative vote of not less than a majority of the directors present at a meeting at which a quorum is present, provided notice of such meeting containing a copy of the proposed amendment or a reasonable synopsis thereof shall have been given at least five (5) days prior thereto; provided, however, that the Board of Directors shall not have the power to alter, amend or repeal provisions of these Bylaws or adopt new bylaw provisions directly relating to the election of the Board of Directors. Any bylaw provision required to be adopted or amended by the members may be altered, amended, repealed or new provisions adopted by a two-thirds (2/3) majority of those members present and voting at a regular or special meeting of the members, provided notice of such meeting containing a copy of the proposed amendment or a reasonable synopsis thereof shall have been given with the notice for such meeting. Any bylaw provision adopted by the Board of Directors may be altered, amended or repealed and the new provision adopted by the members by the affirmative vote of not less than two-thirds (2/3) of the members present at a meeting at which a quorum is present, provided notice of such meeting containing a copy of the proposed amendment or a reasonable synopsis thereof shall have been given.
STATEMENT OF NONDISCRIMINATION
In accordance with 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, 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.
Person 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.
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 USDA by:
(1) mail: U.S. Department of Agriculture
Office of the Assistant Secretary for Civil Rights
1400 Independence Avenue, SW
Washington, D.C. 20250-9410;
(2) fax: (202) 690-7442; or
(3) email: email@example.com
USDA is an equal opportunity provider, employer, and lender.