Title 46, Chapter 3, Section 262
( 46-3-262)
(a) Meetings of members may be held at such place within the service
area of the electric membership corporation as may be provided in
the bylaws. In the absence of any such provision, all meetings shall
be held at a place within the service area of the electric
membership corporation designated by the board of directors or, if
no place is so designated, then at the registered office of the
electric membership corporation in this state. (b) An annual meeting of the members shall be held at such time as
may be provided in the bylaws. In the absence of such designation,
the annual meeting shall be held on the second Tuesday of the fourth
month following the end of the fiscal year of the electric
membership corporation or, if such day is a legal holiday, the next
following business day. Failure to hold the annual meeting shall not
work a forfeiture; nor shall such failure affect otherwise valid
corporate acts. If the electric membership corporation shall fail or
refuse to hold the annual meeting on the date provided therefor
pursuant to the bylaws or, in the absence of such designation, on
the date provided in this Code section and shall thereafter also
fail or refuse to hold the annual meeting within 60 days after being
requested by any member to do so, the superior court of the county
where the registered office of the electric membership corporation
is located may, after notice to the electric membership corporation,
order a substitute annual meeting to be held upon the application of
such member. The superior court may issue such orders as may be
appropriate, including, without limitation, orders designating the
time and place of such meeting, the record date for determination of
members entitled to vote, and the form of notice of such meeting. (c) Special meetings of members or a special meeting in lieu of the
annual meeting of members may be called by the president, the
chairman of the board of directors, the board of directors, or such
other officers or persons as may be provided in the articles of
incorporation or bylaws, or, in the event there are no officers or
directors, then by any member. Special meetings of members or a
special meeting in lieu of the annual meeting of members shall be
called by the electric membership corporation upon the written
request of not less than 10 percent of the members of the electric
membership corporation. (d) Any action required by this article to be taken at a meeting of
members of an electric membership corporation, or any action which
may be taken at a meeting of members, may be taken without a meeting
if written consent setting forth the action so taken shall be signed
by all the members. Such consent shall have the same force and
effect as a unanimous vote of members and may be stated as such in
any articles or document filed with the Secretary of State under
this article, except that no consent shall be effective as approval
of a plan of merger or plan of consolidation pursuant to Part 10 of
this article unless: (1) Prior to the execution of the consent, the members shall have
been given: (A) A copy of the plan of merger or consolidation or an outline
of the material features of the plan; and (B) A copy of the most recent annual balance sheet and an annual
profit and loss statement, or comparable financial statements,
of each of the merging or consolidating electric membership
corporations or of the merging or consolidating electric
membership corporation and foreign electric cooperative, as the
case may be; or (2) The written consent itself conspicuously and specifically
states that waiver of the right to receive such information is
expressly made. (e) Unless otherwise provided in the articles of incorporation or
bylaws of the electric membership corporation, meetings of the
members shall be conducted in accordance with the latest edition of
Robert's_Rules_of_Order; provided, however, that failure to so
conduct any meeting shall not render invalid any action taken at
such meeting unless objection citing such failure is made at the
time such action is taken. |