§ 46-3-263 - Notice of members' meetings - Georgia Statutes

O.C.G.A. 46-3-263 (2010)
46-3-263. Notice of members' meetings

(a) Written notice stating the place, day, and hour of the annual meeting of members and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be provided not less than five nor more than 90 days before the date of the meeting by any reasonable means, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each member of record 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 newsletter, or member monthly service bill. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with adequate prepaid postage thereon, addressed to the member at his address as it appears on the record books at the electric membership corporation; provided, however, that if notice is mailed by other than first-class mail, it shall be deemed to be delivered five days from the date of mailing. Personal delivery may be either by personal delivery to the member or by leaving such notice in a conspicuous place at the member's address as it appears on the record books of the electric membership corporation or at the premises served.

(b) At an annual meeting of members, including any substitute annual meeting ordered in accordance with Code Section 46-3-262, any matter relating to the affairs of the electric membership corporation, whether or not stated in the notice of the meeting, may be brought up for action, except matters which this article, the bylaws, or articles of incorporation require to be stated in the notice of the meeting.

(c) When a meeting is adjourned to another time or place, it shall not be necessary, unless the bylaws require otherwise, 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 the 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. If, however, after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given, in compliance with subsection (a) of this Code section, to each member of record on the new record date who is entitled to vote at such meeting.

(d) Notice of a meeting of members need not be given to any member who signs a waiver of notice, in person or by proxy, either before or after the meeting. Unless required by the bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver of the notice of a meeting of members required with respect to a plan of merger or a plan of consolidation shall not be effective unless:

(1) Prior to execution of the waiver, the member signing the waiver shall have been given:

(A) A copy of the plan of merger or consolidation or an outline of the material features of the plan; and

(B) A copy of the most recent annual balance sheet and annual profit and loss statement, or comparable financial statements, of each of the merging or consolidating electric membership corporations or of the merging or consolidating electric membership corporation and foreign electric cooperative, as the case may be; or

(2) The waiver itself conspicuously and specifically states that waiver of the right to receive such information is expressly made.

(e) Attendance of a member at a meeting, either in person or by proxy, shall of 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, at the beginning of the meeting, any such objection or objections to the transaction of business.