O.C.G.A.
O.C.G.A.

O.C.G.A. § 46-3-290 (2019)

Management of business and affairs of electric membership corporation by board of directors; knowledge of limitations on directors' authority required; qualifications; compensation and reimbursement for expenses

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) Subject to the provisions of the articles of incorporation or the bylaws, the business and affairs of an electric membership corporation shall be managed by a board of directors.

(b) No limitation upon the authority which the directors would have in the absence of such limitation, whether contained in the articles of incorporation, bylaws, or otherwise, shall be effective against persons, other than members and directors, who are without actual knowledge of such limitation.

(c) Directors shall be natural persons of the age of 18 years or over. The articles of incorporation or bylaws may prescribe additional qualifications for directors.

(d) The compensation, if any, of directors for their services as such shall be on a per diem basis and, unless otherwise provided in the bylaws, shall be fixed by the board of directors. Directors also shall be entitled to reimbursement of expenses actually and necessarily incurred by them in the performance of their duties.

History

(Ga. L. 1937, p. 644, § 11; Ga. L. 1950, p. 233, § 1; Ga. L. 1975, p. 783, § 1; Code 1933, § 34C-601, enacted by Ga. L. 1981, p. 1587, § 1.)

Annotations

RESEARCH REFERENCES

Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, §§ 1341-1346, 1349-1364, 1381, 1395-1407, 1409-1412, 1414-1420, 1422-1425, 1427-1430, 1432-1440, 1443, 1444, 1475.

C.J.S. - 19 C.J.S., Corporations, §§ 460-467. 29 C.J.S., Electricity, § 10.

JUDICIAL DECISIONS

Mandamus unavailable for nominee seeking to serve on electric membership corporation. - Trial court erred by granting a nominee's writ of mandamus because under O.C.G.A. § 9-6-23, mandamus did not lie to enforce purely private contract rights and the nominee's efforts to be qualified as a person to sit on the board of an electric membership corporation was a private right as board members were not public officers within the meaning of O.C.G.A. § 9-6-20. Rigby v. Boatright, 294 Ga. 253, 751 S.E.2d 851 (2013).

Notes of Decisions
Cited in 1 case, 2013–2013 · leading case: Rigby v. Boatright, 751 S.E.2d 851 (Ga. 2013).
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Rigby v. Boatright, 751 S.E.2d 851 (Ga. 2013). · cites it 4× “Although the relevant statutes contemplate that Satilla be governed by a board of directors, the qualifications of directors are largely left to Satilla’s *256 bylaws, see OCGA § 46-3-290 (c), 3 as are many of the other details governing the selection and service of the board of…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.