§ 46-3-292 - Provisional director - Georgia Statutes

O.C.G.A. 46-3-292 (2010)
46-3-292. Provisional director

(a) If the directors of an electric membership corporation are deadlocked in the management of the corporate affairs and if injury to the electric membership corporation is being suffered or is threatened by reason thereof, the superior court of the county where the registered office of the electric membership corporation is located may appoint a provisional director pursuant to this Code section, notwithstanding any provisions of the articles of incorporation or bylaws of the electric membership corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the electric membership corporation.

(b) Action for such appointment may be filed by one-half of the directors or by not less than 25 members, except that, if the electric membership corporation has less than 50 members, action for such appointment may be filed by not less than 25 percent of the members. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the electric membership corporation in the manner provided by law for service of a summons and complaint; and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard.

(c) The provisional director shall be an impartial person who is neither a member nor a creditor of the electric membership corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the electric membership corporation or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he is removed by order of the court or by vote of a majority of the members present and voting at a meeting of members. The provisional director shall be entitled to receive such compensation as may be agreed upon between him and the electric membership corporation; and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court.