Proposed Bylaw Changes

Proposed Bylaw Changes

Important Changes will be up for a Vote at our Annual Meeting October 9, 2018

At the May Board Meeting, your Board of Directors proposed changes to Canoochee EMC Bylaws pertaining to future elections.  These changes were specifically created to give the membership an early voting period.  Any changes to Canoochee EMC Bylaws that effect voting and electing Directors must be approved by the membership at an Annual Meeting of Members.  The vote to approve these changes will be held at The Annual Meeting of Members, on October 9, 2018.

This proposal gives Canoochee EMC members the ability to vote in person at any of our offices the week before Annual Meeting.  We will conduct normal business hours during the week preceding the annual meeting.  Please be aware, members will not be able to early vote this year.  If approved, these changes will go into effect for any contested Director election beginning in 2019. 

The final process of how the early voting period will be conducted will be decided by the Elections and Credentials Committee.  The form, as well as the method of ballot security, will be decided upon by the committee.  This committee is made up of members of Canoochee EMC, and not CEMC employees.

Please take a careful look at the following Bylaw sections before this year’s annual meeting.  Section 2.05.01 is a completely new addition.

 

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 business days, ending the Friday prior to the annual meeting during which the member 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:

  1.  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;
  2. Reading or waiver of reading of the notice of the meeting and proof of provision of notice
  3. 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

  1. Presentation, consideration of, and action upon reports of Officers, Directors and Committees.
  2. Election of Directors.
  3. Unfinished business.
  4. New business.
  5. Adjournment.

 

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 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;

  1. To pass upon all questions that may arise with respect to the validity of nominating petitions and registration of members
  2. To count or validate all ballots cast at any election, or any ballot vote taken.
  3. To rule upon the effect of any ballots irregularly marked.
  4. 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.
  5.  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 counsel provided by the Cooperative.

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.

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.

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.