§ 46-3-268 - Voting by proxy generally - Georgia Statutes

O.C.G.A. 46-3-268 (2010)
46-3-268. Voting by proxy generally

(a) To the extent, and only to the extent, authorized by the articles of incorporation or bylaws, a member may be represented at a meeting of the membership, vote thereat, and execute consents or waivers by one or more persons authorized by a written proxy executed by such member or by his attorney in fact. The exercise of such rights by a person pursuant to a written proxy shall be subject to such limitations and in accordance with such procedures as may be provided in the articles of incorporation or bylaws. The exercise of such rights shall, in any event, be subject to the following limitations and procedures:

(1) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it;

(2) No proxy shall be valid if the person granting it is no longer a member or his rights as a member have been lawfully suspended;

(3) Subject to the limitations of paragraphs (1) and (2) of this subsection, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is received by the secretary of the electric membership corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is received by the secretary of the electric membership corporation. Notwithstanding that a valid proxy is outstanding, the powers of the proxy holder are suspended if the maker is present at a meeting of the members and elects to vote in person;

(4) If the proxy for the same member confers authority upon two or more persons and does not otherwise provide, a majority of such persons present at the meeting, or if only one is present, then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are divided as to the right and manner of voting in any particular case and there is no majority, the vote of the member granting the proxy shall be prorated;

(5) If the proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place;

(6) A member shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value. Any proxy issued in exchange for money or anything of value shall be void.

(b) If proxy voting is authorized in the articles of incorporation or bylaws of the electric membership corporation, attendance at a members' meeting by a proxy holder authorized to vote for a member shall be deemed to be attendance by such member for purposes of determining whether a quorum is present and shall otherwise be considered personal attendance by such member.