Exhibit 3(ii)
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation
& Transmission Corporation)
BYLAWS
As Amended by the Members on
February 24, 1997
To be Effective on
the Restructuring Closing Date
Table of Contents
Article I. Membership.................................................. 1
Section 1. Qualifications for Membership ............................. 1
Section 2. Membership Fee ............................................ 1
Section 3. Purchase of Capacity and Energy by Members ................ 1
Section 4. Payment by Members of Obligations to the
Corporation ............................................... 1
Section 5. Non-liability of Members for Debts of the
Corporation ............................................... 1
Section 6. Expulsion of Member........................................ 1
Section 7. Withdrawal of Member ...................................... 2
Section 8. Transfer of Membership .................................... 3
Article II. Meetings of Members......................................... 3
Section 1. Annual Meeting of Members ................................. 3
Section 2. Special Meetings of Members ............................... 3
Section 3. Notice of Meetings of Members ............................. 3
Section 4. Quorum for Meetings of Members; Adjournment ............... 4
Section 5. Voting; Member Action ..................................... 4
Section 6. Member Representative and Alternate Representative......... 4
Section 7. Notification of Corporation of Identity of Member
Representative and Alternate Representative ............... 5
Section 8. Written Consent of Members ................................ 5
Section 9. Compensation of Member Representatives and
Alternate Representatives ................................. 5
Article III. Advisory Board and Nominating Committee.................... 5
Section 1. Advisory Board............................................. 5
Section 2. Nominating Committee....................................... 6
Article IV Directors.................................................. 7
Section 1. General Powers of Board of Directors ....................... 7
Section 2. Term of Directors .......................................... 7
Section 3. Number of Qualifications of Directors ...................... 7
Section 4. Nomination and Election of Directors ...................... 8
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Section 5. Filling Vacancies on Board of Directors ................... 10
Section 6. Resignation and Removal of Directors ...................... 10
Section 7. Compensation of Directors ................................. 11
Section 8. Power of Directors to Adopt Rules and Regulations
and Policies............................................... 11
Section 9. Power to Appoint Committees ............................... 11
Article V. Meetings of Directors ..................................... 11
Section 1. Regular Meetings of Directors ............................. 11
Section 2. Special Meetings of Directors ............................. 11
Section 3. Notice of Special Meetings of Directors ................... 11
Section 4. Quorum for Meeting of Directors ........................... 12
Section 5. Action of Board of Directors .............................. 12
Section 6. Written Consent of Directors .............................. 12
Article VI. Officers .................................................. 12
Section 1. Officers; Qualifications .................................. 12
Section 2. Appointment and Term of Office of Officers ............... 12
Section 3. Removal of Officers ....................................... 13
Section 4. Chairman of the Board ..................................... 13
Section 5. President ................................................. 13
Section 6. Secretary ................................................. 13
Section 7. Treasurer ................................................. 13
Section 8. Appointment of Officers and Agents ........................ 14
Section 9. Bonds of Officers ......................................... 14
Section 10 Compensation of Officers................................... 14
Article VII. Cooperative Operation ..................................... 14
Section 1. Interest or Dividends on Capital Prohibited ............... 14
Section 2. Patronage Capital in Connection with Furnishing Electric
Energy .................................................... 14
Section 3. Accounting System and Reports ............................. 15
Article VIII. Indemnification and Insurance.............................. 15
Section 1. Indemnification............................................ 15
Section 2. Insurance ................................................. 16
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Article IX. Seal ...................................................... 16
Article X. Amendment ................................................. 16
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Article I
Membership
Section 1. Qualifications for Membership.
Any "EMC" (as defined in Section 46-3-171(3) of the Georgia Electric Membership
Corporation Act) shall be eligible to become a Member. An EMC desiring to become
a Member shall submit to the Secretary of the Corporation an application for
membership in writing. The application shall be presented to the Board of
Directors at the next meeting of the Board held ninety days or more after the
date of submission of the application. The applicant shall become a Member at
such time as the Board of Directors has approved its application and the EMC
has:
(a) Paid the membership fee established pursuant to Section 2 of this
Article I;
(b) Executed an agreement to purchase capacity and energy at wholesale
from the Corporation on terms and conditions satisfactory to the
Board of Directors;
(c) Agreed to comply with and be bound by the Articles of Incorporation
and Bylaws of the Corporation, as amended from time to time, and
such policies, rules and regulations as may from time to time be
adopted by the Board of Directors; and
(d) Satisfied all other conditions established for membership by the
Board of Directors.
Section 2. Membership Fee.
The amount of the fee for admission to membership shall be established from time
to time by the Board of Directors.
Section 3. Purchase of Capacity and Energy by Members.
Each Member shall purchase capacity and energy from the Corporation on such
terms and conditions as are provided in the Wholesale Power Contract between the
Corporation and the Member as the same may exist from time to time.
Section 4. Payment by Members of Obligations to the Corporation.
Each Member shall pay any and all amounts which may from time to time become due
and payable by the Member to the Corporation as and when the same shall become
due and payable.
Section 5. Non-liability of Members for Debts of the Corporation.
A Member shall not, solely by virtue of its status as such, be liable for the
debts of the Corporation; and the property of a Member shall not, solely by
virtue of its status as such, be subject to attachment, garnishment, execution
or other procedure for the collection of such debts.
Section 6. Expulsion of Member.
Any Member which shall have violated or refused to comply with any of the
provisions of the Articles of Incorporation of the Corporation, these Bylaws, or
any policy, rule or regulation adopted from time to time by the Board of
Directors may be expelled from membership by the affirmative vote of not less
than two-thirds of all of the Directors. Any Member so expelled
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may be reinstated as a Member by a majority vote of all of the Directors.
Termination of membership shall not release the Member from its debts,
liabilities or obligations to the Corporation, including, without limitation,
its obligations under the Wholesale Power Contract between the Member and the
Corporation.
Section 7. Withdrawal of Member.
Any Member may withdraw from membership upon payment in full, or making adequate
provisions for the payment in full, of all its debts to the Corporation and upon
satisfying or making adequate provisions for the satisfaction of all its
liabilities and obligations to the Corporation, including, without limitation,
its obligations under the Wholesale Power Contract between the Member and the
Corporation, and upon compliance with such other terms and conditions as the
Board of Directors may prescribe.
Section 7a.
(1) As to all Members who have executed an Amended and Restated Wholesale
Power Contract between the Corporation and the Member dated as of August 1,
1996, as amended from time to time, a Member may withdraw on the following
terms. A Member shall be deemed to have withdrawn from the Corporation, and it
shall no longer be a member of the Corporation for any purpose, on the date on
which all three (3) of the following conditions have been satisfied:
(a) the Withdrawing Member has delivered to the Chairman of the Board of
the Corporation a Notice of Intent to Withdraw in the form attached
as an Exhibit to the Member Agreement, dated as of August 1, 1996,
by and among the Corporation, Georgia Transmission Corporation,
Georgia System Operations Corproation, and certain members of the
Corproation (the "Member Agreement"); and
(b) the Withdrawing Member has executed and delivered to the Corporation
the form of withdrawal agreement attached as an Exhibit to the
Member Agreement (the "Withdrawal Agreement"); and
(c) the Withdrawal has become effective in accordance with the terms and
conditions of the Withdrawal Agreement.
Until the date on which all of the foregoing conditions have been
satisfied, the Withdrawing Member shall remain a Member of the Corporation with
all of the duties, rights, responsibilities and obligations attendant to
membership in the Corporation.
(2) As to those Members who have not executed an Amended and Restated
Wholesale Power Contract dated as of August 1, 1996, as amended from time to
time, a Member may withdraw on the terms set forth in Article l, Section 7, of
the Corporation's Bylaws.
(3) Notwithstanding anything to the contrary contained in these Bylaws,
any amendment to or revocation of this Article l Section 7a shall not be
effective as to any Member who, within thirty (30) days after receiving written
notification of said amendment or
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revocation, delivers to the Chairman of the Board of the Corporation a written
notification that it does not concur with the amendment or the revocation.
Section 8. Transfer of Membership.
Upon consolidation, merger or sale of substantially all its assets, a Member may
transfer its membership to its corporate successor or the purchaser of such
assets if such successor or purchaser is otherwise eligible for membership and
has met the requirements for membership set forth in this Article I, upon
satisfying or making adequate provisions for the satisfaction of all its
liabilities and obligations to the Corporation including, without limitation,
its obligations under the Wholesale Power Contract between the Member and the
Corporation, and upon satisfying any additional terms and conditions the Board
of Directors may establish for such transfer, including, without limitation, the
payment of a reasonable fee for the transfer. A membership in the Corporation
shall not otherwise be transferable.
Article II
Meetings of Members
Section 1. Annual Meeting of Members.
The annual meeting of Members shall be held during the first quarter of each
calendar year at a time and place within the service area of the Corporation
designated by the Board of Directors; provided that failure to hold the annual
meeting shall not work a forfeiture nor shall such failure affect otherwise
valid corporate acts.
Section 2. Special Meetings of Members.
Special meetings of Members may be called by the Chairman of the Board, the
President, or upon written request of at least ten percent of all the Members.
Members shall request the call of a special meeting of Members by presenting to
the Secretary of the Corporation resolutions of their boards of directors
authorizing such action. Special meetings of the Members shall be held at the
time specified by the person or persons calling the meeting, and at such place
within the service area of the Corporation as the Board of Directors shall
designate from time to time. In the case of any special meeting of Members
called upon the request of less than twenty-five percent of the Members, a
majority of the Members present at such meeting may assess all of the expenses
of such meeting against the Members requesting the call of the meeting.
Section 3. Notice of Meetings of Members.
Written notice stating the place, the day and the hour of a meeting of Members
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be provided not less than five nor more than ninety days before
the date of the meeting by any reasonable means, by or at the direction of the
President. Reasonable means for providing such notice shall include, but not be
limited to, United States mail, telecopier and personal delivery. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail with adequate prepaid first class postage thereon addressed to the Member
at its address as it appears on the record books of the Corporation. Notice of
any meeting of Members need not be given to any Member who signs a waiver of
notice, either before or after the meeting.
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Attendance of a Member at a meeting shall constitute waiver of notice of such
meeting and waiver of any and all objections to the place of the meeting, the
time of the meeting or the manner in which it has been called or convened,
except when a Member attends the meeting solely for the purpose of stating, at
the beginning of the meeting, any such objection or objections to the
transaction of business.
Section 4. Quorum for Meetings of Members; Adjournment.
A majority of the Members shall constitute a quorum for any meeting of Members.
A majority of those present may adjourn the meeting from time to time, whether
or not a quorum is present. When a meeting is adjourned to another time or
place, it shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken; and at the adjourned meeting, any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment, the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given to each Member in compliance with Section 3 of this Article II.
Section 5. Voting, Member Action.
Each Member shall be entitled to one vote upon each matter submitted to a vote
at a meeting of Members. If a quorum is present at a meeting, the affirmative
vote of a majority of the Members represented at the meeting shall be the act of
the membership unless the vote of a greater number is required by law, the
Articles of Incorporation or these Bylaws.
Section 6. Member Representative and Alternate Representative.
The board of directors of each Member shall appoint as its representative (the
"Member Representative") a member of such board to represent and cast the vote
of the Member at all meetings of Members and of the Nominating Committee, and
may appoint as its alternate representative (the "Alternate Representative") the
General Manager (which for purposes of these Bylaws shall include the person
having the duties of a general manager) of such Member. Except in connection
with the first election of Directors pursuant to this Section 6, no person who
is a Director of the Corporation, Georgia Transmission Corporation ("GTC') or
Georgia System Operations Corporation ("GSOC") may serve as a Member
Representative or an Alternate Representative.
If a person who is a Member Representative or Alternate Representative shall
become disqualified from serving as such, such person shall immediately be
deemed to have been removed as Member Representative or Alternate Representative
and the board of directors of the Member shall appoint a new Member
Representative and may appoint a new Alternate Representative, as the case may
be. If the General Manager of a Member shall become disqualified from serving as
Alternate Representative, the board of directors of the Member may appoint as
its Alternate Representative an employee or a member of its board.
Each Member shall be entitled to have its Member Representative and Alternate
Representative present at each meeting of Members, the Advisory Board and the
Nominating Committee. If the Member Representative shall be absent from any
meeting, die, resign or be removed, then the Alternate Representative may
represent and cast the vote of the Member at
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such meeting or until a new Member Representative is appointed if a Member has
no Member Representative and no Alternate Representative, an officer of the
Member may represent and cast the vote of the Member. In case of conflicting
representation by the officers of a Member, the Member shall be deemed to be
represented by its senior officer in the order specified in Section 46-3-266(c)
of the Georgia Electric Membership Corporation Act.
The person authorized to cast the vote of a Member in accordance with this
Section 6 shall be conclusively presumed to be authorized to vote as he sees fit
on all matters submitted to a vote of the Members unless such Member shall
specifically limit the voting power of its Member Representative, Alternate
Representative or officers, as the case may be, by a written statement executed
by the president or vice president and the secretary of the Member under its
corporate seal pursuant to a resolution duly adopted by its board of directors,
and delivered to the Secretary of the Corporation.
The Member Representatives shall elect from among themselves a Chairman, who
shall preside at all meetings of the Members, the Advisory Board and the
Nominating Committee.
Section 7. Notification of Corporation of Identity of Member Representative and
Alternate Representative.
Each Member shall file with the Secretary of the Corporation a written statement
executed by the President or Vice President and the Secretary of the Member
under its corporate seal, stating the name of its Member Representative and
Alternate Representative and, where applicable, the dates of expiration of their
respective terms as directors of the Member. The statement shall contain a
certification that the Member Representative and Alternate Representative have
been appointed in accordance with a resolution duly adopted by the board of
directors of the Member. A Member may at any time by resolution of its board of
directors and notice to the Corporation terminate the appointment of its Member
Representative or Alternate Representative. Notice to the Corporation of such
action shall be by a written statement executed by the President or Vice
President and the Secretary of such Member under its corporate seal.
Section 8. Written Consent of Members.
Any action required or permitted to be taken at a meeting of the Members may be
taken without a meeting if a written consent setting forth the action so taken
shall be signed by persons duly authorized to cast the vote of each Member.
Section 9. Compensation of Member Representatives and Alternate Representatives.
The compensation of the Member Representatives and Alternate Representatives for
service as such and in connection with the Advisory Board and the Nominating
Committee shall be fixed from time to time by action of the Members in
accordance with Section 5 of this Article II. Member Representatives and
Alternate Representatives also shall be reimbursed for expenses actually and
necessarily incurred by them in the performance of their duties.
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Article III
Advisory Board and Nominating Committee
Section 1. Advisory Board.
The Corporation shall have an Advisory Board, the members of which shall be the
Member Representatives. The Advisory Board shall convene at three quarterly
meetings annually for the purpose of receiving reports from the Board of
Directors and management of the Corporation and acting in an advisory capacity.
The Advisory Board shall have no authority to take any official action on behalf
of the Corporation or any Member. When acting in the capacity of a member of the
Advisory Board, a Member Representative shall have no fiduciary or other
responsibility to the Corporation or any Member, and no Member Representative
shall be personally liable to the Corporation or any Member on account of any
action taken or not taken as a Member of the Advisory Board.
Section 2. Nominating Committee.
The Corporation shall have a Nominating Committee, the members of which shall be
the Member Representatives. The Nominating Committee shall be responsible for
nominating all Directors as provided in Article IV, Section 4 of these Bylaws
and shall have exclusive authority with respect to all such nominations. The
Nominating Committee shall also have exclusive authority to investigate the
accuracy of any affidavit filed by a Member pursuant to this Section 2. No
action taken by the Nominating Committee may be amended, repealed or in any way
overruled by the Board of Directors, any committee thereof, or the Members.
Actions taken by the Nominating Committee shall be by votes cast by members of
the Nominating Committee, weighted in accordance with the number of customers
served through facilities served by the Corporation that are entitled to vote as
members of the Member whose Member Representative is casting the vote as a
member of the Nominating Committee. No later than February 15 of each year, each
Member shall file with the Secretary of the Corporation an affidavit in such
form as may be prescribed by the Board of Directors from time to time sworn to
and executed by the chairperson of the Board of Directors of such Member and the
General Manager of such Member, stating the number of customers served through
facilities served by the Corporation that are entitled to vote as members of
such Member as of the immediately preceding December 31. With respect to any
action taken by the Nominating Committee, the number of customers entitled to
vote as members of each Member shall be as set forth in the last such affidavit
filed with the Secretary of the Corporation by such Member. Upon a determination
by the Nominating Committee that any such affidavit filed by a Member is
inaccurate, the Nominating Committee shall determine the number of customers
served through facilities served by the Corporation that are entitled to vote as
members of such Member. Such number as determined by the Nominating Committee
shall for purposes of any action taken by the Nominating committee thereafter be
deemed to be substituted for the number reflected in such inaccurate affidavit.
Either (i) a majority of the members of the Nominating Committee or (ii) a
number of members of the Nominating Committee whose votes collectively
constitute a majority of the votes of all members of the Nominating Committee
shall constitute a quorum for any meeting
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of the Nominating Committee. If a quorum is present at a meeting, except as
provided in Section 4 of Article IV, the affirmative majority vote of the
members of the Nominating Committee present at such meeting shall be the act of
the Nominating Committee.
The Nominating Committee may appoint from time to time one or more
sub-committees for the purpose of researching, identifying or interviewing
candidates for Director or such other purposes related to the function of the
Nominating Committee as the Nominating Committee shall specify.
Article IV
Directors
Section 1. General Powers of Board of Directors.
The business and affairs of the Corporation shall be managed by a Board of
Directors which shall be elected by the Members.
Section 2. Term of Directors.
Each Director other than the President shall serve for a term ending on the date
of the third annual meeting of the Members following the annual meeting at which
such Director is elected; provided, however, that in connection with the first
election of Directors pursuant to this Article IV, the Members may specify
shorter terms for any Director for the purpose of providing staggered terms for
the Directors. Each Director shall serve until his successor is appointed or
elected and qualified or until his earlier death, resignation or removal.
Section 3. Number and Qualifications of Directors.
The Board of Directors shall consist of a total of eleven Directors, one of whom
shall be the Member At-Large Director, five of whom shall be Member Regional
Directors, four of whom shall be Outside Directors and one of whom shall be the
Inside Director; provided, however, that prior to the annual meeting of Members
in 1997, the Board of Directors shall consist of not less than seven nor more
than eleven Directors, including the Member At-Large Director, five Member
Directors, the Inside Director and such number of Outside Directors as have been
elected from time to time pursuant to the schedule for election of Outside
Directors established by the Board of Directors from time to time. The Member
At-Large Director and Member Regional Directors are referred to collectively in
these Bylaws as "Member Directors."
The Member Directors must be a Director or General Manager of one of the
Members. One Member Regional Director shall come from each of the five regions
described in this Section 3. The President of the Corporation shall be the
Inside Director.
An Outside Director shall have experience in one or more matters pertinent to
the Corporation's business, including, without limitation, operations,
marketing, finance or legal matters. No Outside Director may be a current or
former officer of the Corporation, a current employee of the Corporation, a
former employee of the Corporation who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan)
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or a director, officer or employee of GTC, GSOC or any Member. In addition, no
person receiving any remuneration from the Corporation in any capacity other
than as an Outside Director, either directly or indirectly and whether in the
form of payment for any good or service or otherwise, shall be qualified to
serve as an Outside Director.
No person other than the President may serve as a Director of more than one of
the Corporation, GTC or GSOC. While a Director or General Manager of any Member
serves as a Director of the Corporation, GTC or GSOC, then no other person from
such Member may serve as a Director of any of such corporations.
The five regions and the Members located in such regions are as follows:
Region 1: Amicalola EMC Region 4: Colquitt EMC
Carroll EMC Grady EMC
Cobb EMC Irwin EMC
Coweta-Fayette EMC Middle Georgia EMC
GreyStone Power Corporation Mitchell EMC
Troup EMC Ocmulgee EMC
Pataula EMC
Region 2: Habersham EMC Sumter EMC
Hart EMC Three Notch EMC
Jackson EMC
Rayle EMC Region 5: Altamaha EMC
Sawnee EMC Canoochee EMC
Walton EMC Coastal EMC
Excelsior EMC
Region 3: Central Georgia EMC Little Ocmulgee EMC
Flint EMC Okefenoke REMC
Jefferson EMC Planters EMC
Lamar EMC Satilla REMC
Oconee EMC Slash Pine EMC
Snapping Shoals EMC
Tri-County EMC
Upson County EMC
Washington EMC
Upon admission of a new Member, the Board of Directors shall assign such new
Member to one of the five regions.
Section 4. Nomination and Election of Directors.
Any qualified person desiring to be considered as a candidate for nomination as
a Member Director may file an application for nomination with the Secretary of
the Corporation no later than 60 days prior to the date set for the annual
meeting of Members at which such Member Director is to be elected; provided,
however, that the period during which such applications
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may be filed in connection with the first election of Directors pursuant to this
Section 4 shall be as established by the Members. No person may file an
application for nomination for more than one Member Director position.
After applications for nomination for Member Director positions have been filed,
members of the Nominating Committee may also designate one or more qualified
persons as candidates for nomination whether or not any such person filed an
application. Candidates for nomination as Outside Directors shall be recommended
to the Nominating Committee by any Member or the staff of the Corporation no
later than 60 days prior to the date set for the annual meeting of Members.
All nominations of Directors by the Nominating Committee shall be made by voice
roll call vote, by group, in accordance with the following procedures, applied
first to the Member At-Large Director candidates, then to the Member Regional
Director candidates as a group and then to the Outside Director candidates as a
group. Once all nominating votes, or abstentions (which shall be considered a
vote), for each of (i) the Member At-Large Director candidates, (ii) the group
of Member Regional Director candidates and (iii) the group of Outside Director
candidates, respectively, have been voiced, the Chairman shall announce at the
end of each such group of votes an opportunity for votes to be changed. After
such opportunity, if there are no vote changes, the votes shall be final and
effective. If there are any vote changes, the Chairman shall announce another
opportunity for votes to be changed. This process shall continue until either
(a) there are no further vote changes, or (b) all members of the Nominating
Committee have changed their vote twice. No member of the Nominating Committee
may change his vote more than twice. At the end of such process, the votes as
previously changed shall be final and effective.
Except as provided in the last sentence of this paragraph, the candidate for
each Director position receiving a majority vote of the Nominating Committee
shall be the nominee. If more than two persons apply or are designated by a
member of the Nominating Committee as a candidate for nomination for a Director
position and no one candidate receives a majority vote of the Nominating
Committee, the Nominating Committee shall conduct a second round of voting
between the two candidates that received the most votes in the first round of
voting, and the candidate receiving a majority vote in such second round shall
be the nominee. If neither candidate receives a majority vote of the Nominating
Committee in such second round, the Nominating Committee shall conduct a third
round of voting between such candidates. If neither candidate receives a
majority vote of the Nominating Committee in such third round, the candidate
receiving the most votes in such third round shall be the nominee.
Any attempted "write-in" vote cast by a Member for any person who has not been
selected by majority vote of the Nominating Committee as a Director nominee
(regardless of whether such person did or did not apply as a candidate or was or
was not designated by a member of the Nominating Committee as a candidate) shall
be void, and for purposes of counting votes shall be deemed an abstention.
Directors shall be nominated and elected at each annual meeting of the Members
in the following order:
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O First, the Nominating Committee shall vote to select the nominee for
Member. At-Large Director. The Members shall then vote for the
election of such nominee. If such nominee does not receive a
majority of such votes, the Nominating Committee shall vote to
select another nominee for Member At-Large Director, and the Members
shall vote for the election of such nominee. This nomination and
election process shall be repeated as many times as necessary until
a nominated candidate has been elected.
O Second, the Nominating Committee shall vote to select one nominee
for each Member Regional Director position to be elected at such
annual meeting of the Members. The Members shall then vote
separately for the election of each such nominee for Member Regional
Director. If any such nominee does not receive a majority of such
votes, the Nominating Committee shall vote to select another
nominee, and the Members shall vote for the election of such
nominee. This nomination and election process shall be repeated as
many times as necessary until a nominated candidate has been
elected.
O Third, the Nominating Committee shall vote to select a nominee for
each Outside Director position to be elected at such annual meeting.
The Members shall then vote separately for the election of each such
nominee. If any such nominee does not receive a majority of such
votes, the Nominating Committee shall vote to select another nominee
and the Members shall vote for the election of such nominee. This
nomination and election process shall be repeated as many times as
necessary until a nominated candidate has been elected.
Section 5. Filling Vacancies on Board of Directors.
Vacancies (other than a vacancy in the office of President) occurring among the
incumbent Directors may be filled temporarily by the Board of Directors at its
next meeting held thirty (30) days or more after the occurrence of the vacancy.
Any Director so appointed shall serve until the next annual meeting of the
Members or any special meeting of the Members called for the purpose of filling
such position. At such annual or special meeting of the Members the Nominating
Committee shall nominate and the Members shall elect, in accordance with Section
4 of this Article IV, a Director to serve for the unexpired term of the Director
whose position was vacated.
Vacancies occurring among the Directors due to an increase in the number of
Directors shall be filled in accordance with the nomination and election process
provided for in Section 4 of this Article IV at the meeting of the Members at
which the action to increase the number of Directors was taken.
A vacancy occurring in the office of President shall be filled only by the Board
of Directors.
Section 6. Resignation and Removal of Directors.
If any Member Director or any Outside Director ceases to be qualified to hold
such position, he shall immediately be deemed to be removed as a Director of the
Corporation. Resignation
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or removal of the President from the office of President shall operate as a
resignation as Inside Director.
Any Member or Director may bring charges against a Director for neglect or
breach of duty or other action or inaction which is or may be injurious to the
Corporation by filing them in writing with the Secretary, together with a
petition signed by twenty-five percent of the Members, requesting that the
matter be brought before a meeting of Members. The removal shall be voted upon
at the next regular or special meeting of the Members. A majority vote of the
Members present at the meeting shall determine such removal. The Director
against whom such charges have been brought shall be informed in writing of the
charges at least fifteen days prior to the meeting and shall have an opportunity
at the meeting to be heard in person or by counsel and to present evidence; and
the person or persons bringing the charges against him shall have the same
opportunity. At any meeting at which a Director is removed by the Members, the
Nominating Committee shall nominate, and the Members shall elect, in accordance
with Section 4 of this Article IV, a Director to serve for the unexpired term of
such removed Director. Any Director removed pursuant to this Section 6 shall be
eligible to again be nominated to serve as a Director of the Corporation only
with the consent of a majority of the Members present and voting at a meeting at
which the question is presented.
Section 7. Compensation of Directors.
The compensation of the Directors shall be fixed by the Board of Directors from
time to time. Directors also shall be reimbursed for expenses actually and
necessarily incurred by them in the performance of their duties.
Section 8. Power of Directors to Adopt Rules and Regulations and Policies.
The Board of Directors shall have the power to adopt policies, rules and
regulations for the management, administration and regulation of the business
and affairs of the Corporation, provided that they are not inconsistent with
law, the Articles of Incorporation or these Bylaws.
Section 9. Power to Appoint Committees.
Except where the composition of a committee is established by these Bylaws, the
Chairman of the Board may establish (and abolish) committees comprised of
Directors and others. Such committees shall not have any of the powers of the
Board of Directors, and shall perform such functions as are assigned
specifically to them for the purpose of advising or making recommendations to
the Board of Directors. When establishing (and abolishing) such committees, the
Chairman of the Board shall comply with such policies, rules and regulations, if
any, as may from time to time be adopted by the Board of Directors with respect
to such committees. A majority of the full Board of Directors may also establish
(and abolish) committees of the Board pursuant to Section 46 3-297 of the
Georgia Electric Membership Corporation Act.
Article V
Meetings of Directors
Section 1. Regular Meetings of Directors.
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A regular meeting of the Board of Directors shall be held quarterly or more
often at such time and place as the Board of Directors may designate. Such
regular meetings may be held without notice.
Section 2. Special Meetings of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or by twenty-five percent of the Directors then in office.
The persons calling a special meeting may fix the time and place for the
meeting.
Section 3. Notice of Special Meetings of Directors.
Notice of the time, place and purpose of any special meeting of the Board of
Directors shall be given by or at the direction of the Chairman of the Board.
The notice shall be given to each Director, at least five days prior to the
meeting, by written notice delivered personally or mailed to each Director at
their respective last known addresses. If mailed, such notice shall be deemed
delivered when deposited in the United States mail so addressed, with
first-class postage thereon prepaid. Notice of a meeting of the Board of
Directors need not be given to any Director who signs a waiver of notice either
before or after the meeting. Attendance of a Director at a meeting shall
constitute waiver of notice of such meeting and waiver of any and all objections
to the place of the meeting, the time of the meeting or the manner in which it
has been called or convened, except when the Director attends the meeting solely
for the purpose of stating, at the beginning of the meeting, any such objection
or objections to the transaction of business.
Section 4. Quorum for Meeting of Directors.
A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. A majority of
the Directors present may adjourn the meeting to another time and place without
further notice, whether or not a quorum is present.
Section 5. Action of Board of Directors.
(a) The vote of a majority of Directors present and voting at the time
of the vote, if a quorum is present at such time, shall be the act
of the Board of Directors unless the vote of a greater number is
required by law, the Articles of Incorporation or these Bylaws.
(b) Notwithstanding the provisions of Subsection (a) of this Section 5,
the affirmative vote of two-thirds of the Directors shall be
required to (i) modify, amend or rescind any Member Rate Policy then
in effect or (ii) revise any rate for electric power and energy
furnished under the Wholesale Power Contracts between each Member
and the Corporation. Notwithstanding the provisions of Article X
hereof, the provisions of this Subsection (b) may not be altered,
amended or repealed by the Directors except by the affirmative vote
of two-thirds of the Directors.
Section 6. Written Consent of Directors.
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Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting if a written consent, setting forth the
action so taken, is signed by all the Directors and filed with the minutes of
the proceedings of the Board of Directors.
Article VI
Officers
Section 1. Officers; Qualifications.
The officers of the Corporation shall be a Chairman of the Board, a President, a
Secretary, and a Treasurer. The Chairman of the Board and the President must be
members of the Board of Directors. Any two or more offices may be held by the
same person, except that one person may not hold both the offices of Chairman of
the Board and President and, pursuant to the Georgia Electric Membership
Corporation Act, one person may not hold both the offices of President and
Secretary.
Section 2. Appointment and Term of Office of Officers.
The Chairman of the Board shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after the annual meeting of the
Members or as soon thereafter as practicable. The Chairman of the Board shall
hold office as such until the first meeting of the Board of Directors following
the next succeeding annual meeting of the Members and until his successor shall
have been elected or appointed and shall have qualified, or until his earlier
resignation, removal from office, or death. Each of the President, Secretary and
Treasurer shall be appointed by the Board of Directors and shall hold office
until his successor shall have been appointed and shall have qualified, or until
his earlier resignation, removal from office, or death.
Section 3. Removal of Officers.
Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interest of
the Corporation will be served thereby.
Section 4. Chairman of the Board.
The Chairman of the Board shall:
(a) preside at meetings of the Board of Directors; and
(b) have such other duties and powers as are incident to his office and
such other duties and powers as may be prescribed by the Board of
Directors from time to time.
Section 5. President.
The President shall:
(a) manage the day-to-day operations and activities of the Corporation;
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(b) have the power to enter into and execute contracts on behalf of the
Corporation and to sign certificates, contracts or other instruments
on behalf of the Corporation; and
(c) have such other duties and powers as are incident to his office and
such other duties and powers as may be prescribed by the Board of
Directors from time to time.
At the determination of the Board of Directors, the President may be designated
as chief executive officer of the Corporation, in which case such designation
may be added to the title of the office of President.
Section 6. Secretary.
The Secretary shall be responsible for seeing that minutes of all meetings of
the Members and the Board of Directors are kept and shall have authority to
certify as to the corporate books and records, and shall keep a register of the
address of each Member and Director. The Secretary shall perform such other
duties and have such other powers as may from time to time be delegated to him
by the President or the Board of Directors.
Section 7. Treasurer.
The Treasurer shall oversee the management of the financial affairs of the
Corporation by the staff, and shall perform the other duties incident to the
office of Treasurer and have such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
Section 8. Appointment of Officers and Agents.
The Board of Directors may appoint from time to time one or more Executive or
Senior Vice Presidents, Vice Presidents, other officers, assistant officers and
agents as the Board of Directors may determine. Each such Executive or Senior
Vice President, Vice President, other officer, assistant officer and agent shall
perform such duties as the action appointing him provides and, unless the action
otherwise provides, shall perform such duties as may from time to time be
delegated to him by the President and the duties which are generally performed
by the elected officers or assistant officers having the same title.
Section 9. Bonds of Officers.
The Board of Directors shall require all officers and employees of the
Corporation to give bond in such sum and with such surety as the Board of
Directors shall determine.
Section 10. Compensation of Officers.
The compensation of all officers shall be determined by the Board of Directors,
or by a person or persons designated by the Board of Directors.
Article VII
Cooperative Operation
Section 1. Interest or Dividends on Capital Prohibited.
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The Corporation shall at all times be operated on a cooperative basis for the
mutual benefit of its Members. No interest or dividends shall be paid or payable
by the Corporation on any capital furnished by Members.
Section 2. Patronage Capital in Connection with Furnishing Electric Energy.
In the furnishing of electric energy, the Corporation's operation shall be so
conducted that all Members will through their patronage furnish capital for the
Corporation. The Corporation is obligated to account on a patronage basis to all
Members for all amounts received and receivable from the furnishing of electric
energy in excess of operating costs and expenses properly chargeable against the
furnishing of electric energy. All such amounts in excess of operating costs and
expenses at the moment of receipt by the Corporation are received with the
understanding that they are furnished by Members as capital. The Corporation is
obligated to credit to one or more capital accounts for each Member all such
amounts in excess of operating costs and expenses. The books and records of the
Corporation shall be set up and kept in such a manner that at the end of each
fiscal year the amount of capital, if any, so furnished by each Member is
clearly reflected and credited in an appropriate record to one or more capital
accounts for each Member, and the Corporation shall within a reasonable time
after the close of the fiscal year notify each Member of the amount of capital
so credited to its account or accounts. All such amounts credited to a capital
account of any Member shall have the same status as though they had been paid to
the Member in cash in pursuance of a legal obligation to do so and the Member
had then furnished the Corporation corresponding amounts for capital.
All other amounts received by the Corporation from its operations in excess of
costs and expenses shall, insofar as permitted by law, be (a) used to offset any
losses incurred during the current or any prior fiscal year and (b) to the
extent not needed for that purpose, allocated to the Members on a patronage
basis and any amounts so allocated shall be a part of the capital credited to an
appropriate account for each Member.
In the event of dissolution or liquidation of the Corporation, after all its
outstanding indebtedness shall have been paid, outstanding capital credits shall
be retired without priority on a pro rata basis before any payments are made on
account of property rights of Members. If, at any time prior to dissolution or
liquidation, the Board of Directors shall determine that the financial condition
of the Corporation will not be impaired thereby, capital then credited to
Members' accounts and the accounts of former Members may be retired in full or
in part. Any such retirements of capital from a particular type account shall be
made in order of priority according to the year in which the capital was
furnished and credited, the capital first received by the Corporation being
first retired. Notwithstanding the preceding sentence, retirements of each
Member's capital credits made pursuant to the First Amended and Restated
Restructuring Agreement, dated as of August 1, 1996, by and among the
Corporation, Georgia Transmission Corporations and Georgia System Operations
Corporation, as such agreement may be amended, shall be allocated among and
charged to the Members' capital accounts as provided therein.
Capital credited to the accounts of Members shall be assignable only on the
books of the Corporation to a transferee of a Member's membership, pursuant to
written instruction from
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the Member and then only upon satisfaction of all requirements for a transfer of
membership established by or pursuant to these Bylaws.
Section 3. Accounting System and Reports.
The Board of Directors shall cause to be established and maintained a complete
accounting system which shall conform to applicable law and to the requirements
of the Corporation's lenders. After the close of each fiscal year, the Board of
Directors shall also cause to be made a full and complete audit of the accounts,
books and financial condition of the Corporation as of the end of such fiscal
year. A report on the audit for the fiscal year immediately preceding each
annual meeting of Members shall be submitted to the Members at such annual
meeting.
Article VIII
Indemnification and Insurance
Section 1. Indemnification.
The Corporation shall indemnify each person who is or was a Director, officer,
employee or agent of the Corporation (including the heirs, executors,
administrators or estate of such person) or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the full
extent permitted under Sections 46-3-306(b), (c) and (d) of the Georgia Electric
Membership Corporation Act or any successor provisions of the laws of the State
of Georgia. If any such indemnification is requested pursuant to Sections
46-3-306(b) or (c) of said Act or laws, the Board of Directors shall cause a
determination to be made (unless a court has ordered the indemnification) in one
of the manners prescribed in Section 46-3-306(e) of said Act or laws as to
whether indemnification of the party requesting indemnification is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 46-3-306(b) or (c) of said Act or laws. Upon any such determination
that such indemnification is proper, the Corporation shall make indemnification
payments of liability, cost, payment or expense asserted against, or paid or
incurred by, him in his capacity as such a director, officer, employee or agent
to the maximum extent permitted by said Sections of said Act or laws. The
indemnification obligation of the Corporation set forth herein shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which any party may be entitled under any other bylaw provision or
resolution approved by the Members pursuant to Section 46-3-306(g) of said Act
or laws.
Section 2. Insurance.
The Corporation may purchase and maintain insurance at its expense, to protect
itself and any Director, officer, employee or agent of the Corporation
(including the heirs, executors, administrators or estate of any such person)
against any liability, cost, payment or expense described in Section 1 of this
Article VII, whether or not the Corporation would have the power to indemnify
such person against such liability.
Article IX
Seal
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The seal of the Corporation shall be in such form as the Board of Directors may
from time to time determine. In the event it is inconvenient to use such a seal
at any time, the words "Corporate Seal" or the word "Seal" accompanying the
signature of an officer signing for and on behalf of the Corporation shall be
the seal of the Corporation.
Article X
Amendment
These Bylaws may be amended at any meeting of the Board of Directors by the
affirmative vote of not less than a majority of the Directors present at a
meeting at which a quorum is present provided notice of such meeting containing
a copy of the proposed amendment shall have been given not less than five nor
more than ninety days prior thereto; provided, however, that the provisions of
Section 6 of Article II, Article III, Sections 1 through 6 of Article IV and
Article X of these Bylaws may not be altered, amended or repealed except by the
affirmative vote of three-fourths of the Members.
Any bylaw provision adopted by the Board of Directors may be altered, amended or
repealed and new provisions adopted by the Members by the affirmative vote of
not less than a majority of the Members present at a meeting at which a quorum
is present, provided notice of such meeting containing a copy of the proposed
amendment shall have been given. The Members may prescribe that any bylaw
provisions adopted by them shall not be altered, amended or repealed by the
Board of Directors
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