Title 46, Chapter 3, Section 293
( 46-3-293)
(a) The articles of incorporation or a bylaw adopted by the members
may provide that the directors be divided into either two or three
classes, each class to be as nearly equal in number as possible, the
term of office of directors of the first class to expire at the
first annual meeting of members after their election, that of the
second class to expire at the second annual meeting after their
election, and that of the third class, if any, to expire at the
third annual meeting after their election. (b) At each annual meeting after such classification, the number of
directors equal to the number of the class whose term expires at the
time of such meeting shall be elected to hold office until the
second succeeding annual meeting, if there are two classes, or until
the third succeeding annual meeting, if there are three classes. No
classification of directors shall be effective prior to the first
annual meeting of members. (c) If directors are classified and the number of directors is
thereafter changed, any increase or decrease in the number of
directors shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. When the number of
directors is increased and any newly created directorships are
filled by the board, there shall be no classification of the
additional directors until the next election of directors by the
members. (d) Electric membership corporations having a lawfully classified
board of directors when this article goes into effect may continue
their existing classification even though not conforming to this
Code section. (e) The articles of incorporation or the bylaws may provide for the
division of the territory served or to be served by an electric
membership corporation into two or more districts for any purpose,
including, without limitation, the nomination and election of
directors. The articles of incorporation or bylaws shall prescribe
the boundaries of the districts, or the manner of establishing such
boundaries of the districts, and the manner of changing such
boundaries and the manner in which such districts shall function. |