Title 46, Chapter 3, Section 263
( 46-3-263)
(a) Written notice stating the place, day, and hour of the annual
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 90 days before the date of the meeting by
any reasonable means, by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each
member of record entitled to vote at such meeting. Reasonable means
of providing such notice shall include, but not be limited to,
United States mail, personal delivery, electric membership
corporation newsletter, or member monthly service bill. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States mail with adequate prepaid postage thereon, addressed
to the member at his address as it appears on the record books at
the electric membership corporation; provided, however, that if
notice is mailed by other than first-class mail, it shall be deemed
to be delivered five days from the date of mailing. Personal
delivery may be either by personal delivery to the member or by
leaving such notice in a conspicuous place at the member's address
as it appears on the record books of the electric membership
corporation or at the premises served. (b) At an annual meeting of members, including any substitute annual meeting ordered in accordance with Code Section 46-3-262, any matter relating to the affairs of the electric membership corporation, whether or not stated in the notice of the meeting, may be brought up for action, except matters which this article, the bylaws, or articles of incorporation require to be stated in the notice of the meeting. (c) When a meeting is adjourned to another time or place, it shall
not be necessary, unless the bylaws require otherwise, 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 fixes a
new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given, in compliance with subsection (a) of this
Code section, to each member of record on the new record date who is
entitled to vote at such meeting. (d) Notice of a meeting of members need not be given to any member
who signs a waiver of notice, in person or by proxy, either before
or after the meeting. Unless required by the bylaws, neither the
business transacted nor the purpose of the meeting need be specified
in the waiver, except that any waiver of the notice of a meeting of
members required with respect to a plan of merger or a plan of
consolidation shall not be effective unless: (1) Prior to execution of the waiver, the member signing the
waiver 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 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 waiver itself conspicuously and specifically states that
waiver of the right to receive such information is expressly made. (e) Attendance of a member at a meeting, either in person or by
proxy, shall of itself constitute waiver of notice 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 a meeting solely for the purpose of
stating, at the beginning of the meeting, any such objection or
objections to the transaction of business. |