§ 46-3-293 - Classification of directors; division of service territory into districts - Georgia Statutes

O.C.G.A. 46-3-293 (2010)
46-3-293. Classification of directors; division of service territory into districts

(a) The articles of incorporation or a bylaw adopted by the members may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of members after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election.

(b) At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes. No classification of directors shall be effective prior to the first annual meeting of members.

(c) If directors are classified and the number of directors is thereafter changed, any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. When the number of directors is increased and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next election of directors by the members.

(d) Electric membership corporations having a lawfully classified board of directors when this article goes into effect may continue their existing classification even though not conforming to this Code section.

(e) The articles of incorporation or the bylaws may provide for the division of the territory served or to be served by an electric membership corporation into two or more districts for any purpose, including, without limitation, the nomination and election of directors. The articles of incorporation or bylaws shall prescribe the boundaries of the districts, or the manner of establishing such boundaries of the districts, and the manner of changing such boundaries and the manner in which such districts shall function.