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2018 Georgia Code 46-3-325 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 46-3-325 Case Law from Google Scholar Amendments to OCGA 46-3-325

TITLE 46 PUBLIC UTILITIES AND PUBLIC TRANSPORTATION

Section 3. Electrical Service, 46-3-1 through 46-3-541.

ARTICLE 4 ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES

46-3-325. Adoption of initial bylaws; authority to alter, amend, repeal, or adopt new bylaws; contents of bylaws generally.

  1. The initial bylaws of an electric membership corporation shall be adopted by its board of directors.
  2. The board of directors shall not have power to alter, amend, or repeal the bylaws or adopt new bylaws directly relating to the election of the board of directors. The board of directors shall otherwise have power to alter, amend, or repeal the bylaws or adopt new bylaws unless such power is reserved exclusively to the members by the articles of incorporation or in bylaws previously adopted by the members; but any bylaws adopted by the board of directors may be altered, amended, or repealed and new bylaws adopted by the members. The members may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the board of directors.
  3. The bylaws may contain any provisions for the regulation and management of the affairs of the electric membership corporation not inconsistent with law or the articles of incorporation.

(Ga. L. 1937, p. 644, § 12; Ga. L. 1953, Nov.-Dec. Sess., p. 359, § 1; Code 1933, § 34C-706, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 17, 18, 310, 311, 314-318, 320, 321, 323, 325-332.

C.J.S.

- 18 C.J.S., Corporations, §§ 110-121. 29 C.J.S., Electricity, §§ 5, 6.

Cases Citing O.C.G.A. § 46-3-325

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Brown v. Pounds, 711 S.E.2d 646 (Ga. 2011).

Cited 5 times | Published | Supreme Court of Georgia | Jun 13, 2011 | 289 Ga. 338

...Moreover, "[e]very proxy shall be revocable at the pleasure of the person executing it," id. at (a)(1), and "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." Id. at (a)(3). See also OCGA § 46-3-325(c) (EMC bylaws may not contain any provision inconsistent with law)....
...[6] By authorizing member use of a "designated Cooperative Proxy Manager" to cast a vote, in addition to the options of voting in person or via the previous definition of a proxy, the Board's proxy voting bylaw amendment fundamentally alters the circumstances pursuant to which the members conduct business. OCGA § 46-3-325(b) and the Cobb EMC bylaws [7] provide that the Board does not have the power to amend existing bylaws or adopt new bylaws "directly relating to the election of the board of directors." Although, on its face, the Board's proxy voting byla...
...[6] According to Appellants, fewer than 1,000 of Cobb EMC's 190,000 members have typically attended annual meetings. [7] Although this provision of the bylaws is not included in the record, the orders of both the special master and the trial court state that Article XI of the Cobb EMC bylaws mirrors OCGA § 46-3-325(b)....
...In transcripts of the proceedings before the court below, the Members have conceded that the limitations of this provision are problematic. [2] Because the amendment applies only to special meetings at which the election of directors is not on the agenda, it does not violate either OCGA § 46-3-325(b) or the EMC bylaws which prevent the Board from amending existing bylaws or creating new ones "directly relating to the election of the board of directors." [3] As pointed out by the majority, only a small fraction of members actually a...