§ 46-3-291 - Number of directors; statement of names and addresses of initial directors in articles of incorporation; duration of director's service in office - Georgia Statutes

O.C.G.A. 46-3-291 (2010)
46-3-291. Number of directors; statement of names and addresses of initial directors in articles of incorporation; duration of director's service in office

(a) The number of directors of an electric membership corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws or a procedure set forth in the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation.

(b) The number of directors may be increased or decreased from time to time by amendment to the bylaws or by other procedure set forth in the bylaws; but, unless otherwise provided in the bylaws, no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors or establishing the number of directors by a procedure set forth in the bylaws, the number shall be the same as that stated in the articles of incorporation.

(c) The names and addresses of the members of the initial board of directors shall be stated in the articles of incorporation. Each such person shall hold office until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.

(d) At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors by staggered term as permitted by Code Section 46-3-293. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.