§ 46-3-266 - Voting by members generally - Georgia Statutes

O.C.G.A. 46-3-266 (2010)
46-3-266. Voting by members generally

(a) A member shall be entitled to only one vote in the exercise of his rights as a member of an electric membership corporation.

(b) No member shall have the right to cumulate his votes by giving one candidate a vote or votes equal to his vote multiplied by the number of directors to be elected or by distributing such votes on the same principle among any number of such candidates.

(c) The chairman of the board, the president, any vice-president, the secretary, or the treasurer or other officer of a corporation, club, school, church, or unincorporated association which is a member of an electric membership corporation shall be deemed by the electric membership corporation to have authority to vote such membership and to execute proxies and written waivers and consents in relation thereto, unless before a vote is taken or a waiver or consent is acted upon it is made to appear by a certified copy of the bylaws or resolution of the board of directors, executive committee, or other governing body of the corporation, club, school, church, or unincorporated association holding such membership that such authority is vested in some other officer or person. In the absence of such certification, a person executing any such proxy, waiver, or consent or presenting himself at a meeting as one of such officers of such a member shall, for the purpose of this Code section, be deemed prima-facie to be duly elected, qualified, and acting as such officer and to be fully authorized to so act. In case of conflicting representation, such a member shall be deemed to be represented by its senior officer in the order first stated in this subsection.

(d) Unless it is made to appear otherwise by an affidavit, court order, or other document, or by the instrument creating the position, the following persons shall be deemed to be authorized to vote a membership or execute a proxy, waiver, or consent in relation thereto:

(1) The administrator or executor of an estate which is a member;

(2) A guardian of a member; or

(3) A trustee in whose name a membership is held.

(e) If more than one person holds a position described in paragraphs (1) through (3) of subsection (d) of this Code section with respect to the same membership or if a membership is held by two or more persons, whether as fiduciaries, joint tenants, tenants in common, tenants in partnership, or otherwise, then unless the instrument or order appointing them or creating the tenancy otherwise directs and a copy thereof is filed with the secretary of the electric membership corporation or unless the articles of incorporation or bylaws of the electric membership corporation otherwise provide, their acts with respect to voting shall have the following effect:

(1) If only one votes, his act binds all;

(2) If more than one vote, the act of the majority so voting binds all;

(3) If more than one vote and the vote is evenly split, each faction shall be entitled to vote the membership in question proportionally;

(f) The principles of subsection (e) of this Code section shall apply, insofar as possible, to the execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

(g) If there is reasonable doubt as to the person qualified to cast the vote of a member or to execute a proxy, waiver, or consent on behalf of a member, the electric membership corporation may deny the right of such member to vote or to execute a proxy, waiver, or consent until sufficient action has been taken by such member to eliminate the uncertainty.