Title 46, Chapter 3, Section 292
( 46-3-292)
(a) If the directors of an electric membership corporation are
deadlocked in the management of the corporate affairs and if injury
to the electric membership corporation is being suffered or is
threatened by reason thereof, the superior court of the county where
the registered office of the electric membership corporation is
located may appoint a provisional director pursuant to this Code
section, notwithstanding any provisions of the articles of
incorporation or bylaws of the electric membership corporation to
the contrary and whether or not an action is pending for an
involuntary dissolution of the electric membership corporation. (b) Action for such appointment may be filed by one-half of the
directors or by not less than 25 members, except that, if the
electric membership corporation has less than 50 members, action for
such appointment may be filed by not less than 25 percent of the
members. Notice of such action shall be served upon the directors,
other than those who have filed the action, and upon the electric
membership corporation in the manner provided by law for service of
a summons and complaint; and a hearing shall be held not less than
ten days after such service is effected. At such hearing all
interested persons shall be given an opportunity to be heard. (c) The provisional director shall be an impartial person who is
neither a member nor a creditor of the electric membership
corporation nor related by consanguinity or affinity within the
third degree, as computed according to the civil law, to any of the
other directors of the electric membership corporation or to any
judge of the court by which he is appointed. The provisional
director shall have all the rights and powers of a director and
shall be entitled to notice of the meetings of the board of
directors and to vote at such meetings until he is removed by order
of the court or by vote of a majority of the members present and
voting at a meeting of members. The provisional director shall be
entitled to receive such compensation as may be agreed upon between
him and the electric membership corporation; and in the absence of
such agreement he shall be entitled to such compensation as shall be
fixed by the court. |