EXHIBIT 3(ii)
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION
& TRANSMISSION CORPORATION)
BYLAWS
AS AMENDED BY THE MEMBERS
SEPTEMBER 9, 1996
TABLE OF CONTENTS
Article I. Membership . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Qualifications for Membership. . . . . . . . . . . . . . 1
Section 2. Membership Fee . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Purchase of Capacity and Energy by Members . . . . . . . 1
Section 4. Payment by Members of Obligations to the Corporation . . 1
Section 5. Non-liability of Members for Debts of the Corporation. . 1
Section 6. Expulsion of Member. . . . . . . . . . . . . . . . . . . 1
Section 7. Withdrawal of Member . . . . . . . . . . . . . . . . . . 2
Section 8. Transfer of Membership . . . . . . . . . . . . . . . . . 2
Article II. Meetings of Members. . . . . . . . . . . . . . . . . . . 2
Section 1. Annual Meeting of Members. . . . . . . . . . . . . . . . 2
Section 2. Special Meetings of Members. . . . . . . . . . . . . . . 2
Section 3. Notice of Meetings of Members. . . . . . . . . . . . . . 2
Section 4. Quorum for Meetings of Members; Adjournment. . . . . . . 3
Section 5. Voting; Member Action. . . . . . . . . . . . . . . . . . 3
Section 6. Member Representative. . . . . . . . . . . . . . . . . . 3
Section 7. Notification of Corporation of Identity of Member
Representative and Alternate Representative. . . . . . . 4
Section 8. Written Consent of Members . . . . . . . . . . . . . . . 4
Article III. Directors. . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. General Powers of Board of Directors . . . . . . . . . . 4
Section 2. Number of Directors and Alternate Directors. . . . . . . 4
Section 3. Qualifications of Directors and Alternate Directors. . . 5
Section 4. Powers and Duties of Alternate Directors . . . . . . . . 5
Section 5. Nomination and Election of Directors and
Alternate Directors . . . . . . . . . . . . . . . . . . 5
Section 6. Term of Directors . . . . . . . . . . . . . . . . . . . 5
Section 7. Filling Vacancies on Board of Directors . . . . . . . . 6
Section 8. Removal of Directors. . . . . . . . . . . . . . . . . . 6
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Section 9. Compensation of Directors . . . . . . . . . . . . . . . 7
Section 10. Power of Directors to Adopt Rules,
Regulations and Policies. . . . . . . . . . . . . . . . 7
Section 11. Power of Board of Directors or Chairman of the Board
to Appoint Committees . . . . . . . . . . . . . . . . . 7
Article IV. Meetings of Directors . . . . . . . . . . . . . . . . . 7
Section 1. Regular Meetings of Directors . . . . . . . . . . . . . 7
Section 2. Special Meetings of Directors . . . . . . . . . . . . . 7
Section 3. Notice of Special Meetings of Directors . . . . . . . . 7
Section 4. Quorum for Meeting of Directors . . . . . . . . . . . . 8
Section 5. Action of Board of Directors. . . . . . . . . . . . . . 8
Section 6. Written Consent of Directors. . . . . . . . . . . . . . 8
Article V. Officers. . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. Officers; Qualifications. . . . . . . . . . . . . . . . 9
Section 2. Election and Term of Office of Officers . . . . . . . . 9
Section 3. Removal of Officers . . . . . . . . . . . . . . . . . . 9
Section 4. Vacancies of Offices. . . . . . . . . . . . . . . . . . 9
Section 5. Chairman of the Board . . . . . . . . . . . . . . . . . 9
Section 6. Vice Chairman of the Board. . . . . . . . . . . . . . . 9
Section 7. Secretary . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8. Treasurer . . . . . . . . . . . . . . . . . . . . . . . 10
Section 9. President and Chief Executive Officer . . . . . . . . . 10
Section 10 Appointment of Officers and Agents. . . . . . . . . . . 10
Section 11 Bonds of Officers . . . . . . . . . . . . . . . . . . . 10
Section 12 Compensation of Officers. . . . . . . . . . . . . . . . 10
Article VI. Cooperative Operation . . . . . . . . . . . . . . . . . 11
Section 1. Interest or Dividends on Capital Prohibited . . . . . . 11
Section 2. Patronage Capital in Connection with Furnishing
Electric Energy . . . . . . . . . . . . . . . . . . . . 11
Section 3. Accounting System and Reports . . . . . . . . . . . . . 12
Article VII. Indemnification and Insurance . . . . . . . . . . . . . 12
Section 1. Indemnification . . . . . . . . . . . . . . . . . . . . 12
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Section 2. Insurance . . . . . . . . . . . . . . . . . . . . . . . 12
Article VIII. Seal. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Article IX. Amendment . . . . . . . . . . . . . . . . . . . . . . . 13
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ARTICLE I
MEMBERSHIP
SECTION 1. QUALIFICATIONS FOR MEMBERSHIP.
Any "EMC" (as defined in Section 46-3-171(3) of the Georgia Electric Membership
Corporation Act) shall be eligible to become a Member. An EMC desiring to
become a Member shall submit to the Secretary of the Corporation an application
for membership in writing. The application shall be presented to the Board of
Directors at the next meeting of the Board held ninety days or more after the
date of submission of the application. The applicant shall become a Member at
such time as the Board of Directors has approved its application and the EMC
has:
(a) Paid the membership fee established pursuant to Section 2 of this
Article I;
(b) Executed an agreement to purchase capacity and energy at wholesale
from the Corporation on terms and conditions satisfactory to the Board
of Directors;
(c) Agreed to comply with and be bound by the Articles of Incorporation
and Bylaws of the Corporation, as amended from time to time, and such
policies, rules and regulations as may from time to time be adopted by
the Board of Directors; and
(d) Satisfied all other conditions established for membership by the
Board of Directors.
SECTION 2. MEMBERSHIP FEE.
The amount of the fee for admission to membership shall be established from
time to time by the Board of Directors.
SECTION 3. PURCHASE OF CAPACITY AND ENERGY BY MEMBERS.
Each Member shall purchase capacity and energy from the Corporation on such
terms and conditions as are provided in the Wholesale Power Contract between
the Corporation and the Member as the same may exist from time to time.
SECTION 4. PAYMENT BY MEMBERS OF OBLIGATIONS TO THE CORPORATION.
Each Member shall pay any and all amounts which may from time to time become
due and payable by the Member to the Corporation as and when the same shall
become due and payable.
SECTION 5. NON-LIABILITY OF MEMBERS FOR DEBTS OF THE CORPORATION.
A Member shall not, solely by virtue of its status as such, be liable for the
debts of the Corporation; and the property of a Member shall not, solely by
virtue of its status as such, be subject to attachment, garnishment,
execution or other procedure for the collection of such debts.
SECTION 6. EXPULSION OF MEMBER.
Any Member which shall have violated or refused to comply with any of the
provisions of the Articles of Incorporation of the Corporation, these Bylaws,
or any policy, rule or regulation adopted from time to time by the Board of
Directors may be expelled from membership by the affirmative vote of not less
than two-thirds of all of the Directors. Any Member so expelled may be
reinstated as a Member by a majority vote of all of the Directors.
Termination of membership shall not release the Member from its debts,
liabilities or obligations to the Corporation, including, without limitation,
its obligations under the Wholesale Power Contract between the Member and the
Corporation.
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SECTION 7. WITHDRAWAL OF MEMBER.
Any Member may withdraw from membership upon payment in full, or making
adequate provisions for the payment in full, of all its debts to the
Corporation and upon satisfying or making adequate provisions for the
satisfaction of all its liabilities and obligations to the Corporation,
including, without limitation, its obligations under the Wholesale Power
Contract between the Member and the Corporation, and upon compliance with
such other terms and conditions as the Board of Directors may prescribe.
SECTION 8. TRANSFER OF MEMBERSHIP.
Upon consolidation, merger or sale of substantially all its assets, a Member
may transfer its membership to its corporate successor or the purchaser of
such assets if such successor or purchaser is otherwise eligible for
membership and has met the requirements for membership set forth in this
Article I, upon satisfying or making adequate provisions for the satisfaction
of all its liabilities and obligations to the Corporation including, without
limitation, its obligations under the Wholesale Power Contract between the
Member and the Corporation, and upon satisfying any additional terms and
conditions the Board of Directors may establish for such transfer, including,
without limitation, the payment of a reasonable fee for the transfer. A
membership in the Corporation shall not otherwise be transferable.
ARTICLE II
MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETING OF MEMBERS.
The annual meeting of Members shall be held during the month of March each
year at a time and place within the service area of the Corporation
designated by the Board of Directors; provided that failure to hold the
annual meeting shall not work a forfeiture nor shall such failure affect
otherwise valid corporate acts.
SECTION 2. SPECIAL MEETINGS OF MEMBERS.
Special meetings of Members may be called by the Chairman of the Board, twenty-
five percent of the directors, or upon written request of at least ten percent
of all the Members. Members shall request the call of a special meeting of
Members by presenting to the Secretary of the Corporation resolutions of their
Boards of Directors authorizing such action. Special meetings of the Members
shall be held at the time specified by the person or persons calling the
meeting, and at such place within the service area of the Corporation as the
Board of Directors shall designate from time to time. In the case of any
special meeting of Members called upon the request of less than twenty-five
percent of the Members, a majority of the Members present at such meeting may by
vote assess all of the expenses of such meeting against the Members requesting
the call of the meeting.
SECTION 3. NOTICE OF MEETINGS OF MEMBERS.
Written notice stating the place, the day and the hour of a 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 ninety days before
the date of the meeting by any reasonable means, by or at the direction of the
Chairman of the Board, the Secretary or the persons calling the meeting.
Reasonable means for providing such notice shall include, but not be limited to,
United States mail
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and personal delivery. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with adequate prepaid
first class postage thereon addressed to the Member at its address as it
appears on the record books of the Corporation. The notice of any special
meeting of Members shall state the purpose or purposes for which the meeting
is called. Notice of any meeting of Members need not be given to any Member
who signs a waiver of notice, either before or after the meeting. Attendance
of a Member at a meeting shall of itself constitute waiver of notice of such
meeting 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 the meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections to the
transaction of business.
SECTION 4. QUORUM FOR MEETINGS OF MEMBERS; ADJOURNMENT.
A majority of the Members shall constitute a quorum for any meeting of Members.
A majority of those present may adjourn the meeting from time to time, whether
or not a quorum is present. When a meeting is adjourned to another time or
place, it shall not be necessary 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 Members fix a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Member in compliance with Section 3 of this Article II.
SECTION 5. VOTING; MEMBER ACTION.
(a) Each Member shall be entitled to one vote upon each matter submitted to a
vote at a meeting of Members. If a quorum is present at a meeting, the
affirmative vote of a majority of the Members represented at the meeting
shall be the act of the membership unless the vote of a greater number is
required by law, the Articles of Incorporation or these Bylaws.
(b) The Corporation shall not, without the affirmative vote of three-fourths of
the Members, study, finance or participate in any transfer of assets,
Corporate reorganization or other transaction the result of which would be
to allow the Corporation or another corporation which controls or is
controlled by the corporation to own or control in any manner all or a
substantial portion of the assets of one or more of the Members.
Notwithstanding the provisions of Article IX hereof, the provisions of this
Subsection (b) may not be altered, amended or repealed except by the
affirmative vote or three-fourths of the Members.
SECTION 6. MEMBER REPRESENTATIVE
The Board of Directors of each Member shall appoint a member of such Board to
represent and cast the vote of the Member at all meetings of Members and shall
appoint as an Alternate Representative the General Manager or a person having
the duties of a General Manager of the Member. Each Member shall be entitled to
have a representative and alternate representative present at each meeting of
Members. If the Representative is absent from a meeting of Members, the
Alternate Representative may represent and cast the vote of the Member at such
meeting. If the Representative shall die, resign or be removed, then the
Alternate Representative may represent and cast the vote of the Member until a
new Representative is appointed. If a Member has no Representative and no
Alternate Representative, an officer of the Member may represent and cast the
vote of the Member.
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In case of conflicting representation by the officers of a Member, the Member
shall be deemed to be represented by its senior officer in the order
specified in Section 46-3-266(c) of the Georgia Electric Membership
Corporation Act. The person authorized to cast the vote of a Member in
accordance with this Section 6 shall be conclusively presumed to be
authorized to vote as he sees fit on all matters submitted to a vote of the
Members unless such Member shall specifically limit the voting power of its
Representative, Alternate Representative or officers, as the case may be, by
a written statement executed by the President or Vice President and the
Secretary under its corporate seal pursuant to a resolution duly adopted by
its Board of Directors, and delivered to the Secretary of the Corporation.
SECTION 7. NOTIFICATION OF CORPORATION OF IDENTITY OF MEMBER REPRESENTATIVE AND
ALTERNATE REPRESENTATIVE.
Each Member shall file with the Secretary of the Corporation a written statement
executed by the President or Vice President and the Secretary of the Member
under its corporate seal, stating the name of its Representative and Alternate
Representative and, in the case of the representative, the date of expiration of
his respective term as a director of the Member. The statement shall contain a
certification that the Member Representative and Alternate Representative have
been appointed in accordance with a resolution duly adopted by the Board of
Directors of the Member. A Member may, at any time by resolution of its Board
of Directors and notice to the Corporation, terminate the appointment of its
Representative or Alternate Representative. Notice to the Corporation of such
action shall be by a written statement executed by the President or Vice
President and the Secretary of such Member under its corporate seal.
SECTION 8. WRITTEN CONSENT OF MEMBERS.
Any action required to be taken at a meeting of the Members, or any action which
may be taken at a meeting of the Members, may be taken without a meeting if a
written consent setting forth the action so taken shall be signed by persons
duly authorized to cast the vote of each Member.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS OF BOARD OF DIRECTORS.
The business and affairs of the Corporation shall be managed by a Board of
Directors which shall be elected by the Members.
SECTION 2. NUMBER OF DIRECTORS AND ALTERNATE DIRECTORS.
The Board of Directors of the Corporation shall consists of as many directors as
there are Members. There shall be an Alternate Director for each Director.
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SECTION 3. QUALIFICATIONS OF DIRECTORS AND ALTERNATE DIRECTORS.
A Director must be a director of the Member which has the right to nominate him
and his Alternate Director must be the General Manager, or the person who has
the duties of a general manager, of such Member. Any Director who ceases to be
a director of the Member which nominated him and any Alternate Director who
ceases to be the General Manager or person having the duties of a general
manager of the Member which nominated him shall simultaneously cease to be a
Director or Alternate Director, as the case may be, of the Corporation, and the
vacancy so created shall be filled in the manner set forth in Section 7 of this
Article III.
SECTION 4. POWERS AND DUTIES OF ALTERNATE DIRECTORS.
Each Alternate Director may attend all meetings of the Board of Directors and
may advise with Directors at such meetings. An Alternate Director may vote and
be counted for quorum purposes and shall have all other powers and duties of a
Director only during the period when the directorship is vacant or at any
meeting of the Board of Directors from which the Director is absent. Any
notices required by law or these Bylaws to be given to the Director shall also
be given to the Alternate Director.
SECTION 5. NOMINATION AND ELECTION OF DIRECTORS AND ALTERNATE DIRECTORS.
At least forty-five days prior to the annual meeting of Members, the Secretary
of the Corporation shall give written notice by first class United States mail
to each Member which has a director serving on the Board of Directors of the
Corporation and a general manager or a person having the duties of a general
manager serving as Alternate Director whose terms will expire on or prior to the
date of such annual meeting, that it is the duty of the Board of Directors of
the Member to nominate by resolution a person to serve as a Director of the
Corporation and a person to serve as an Alternate Director for such Director,
for the ensuing term. Each such Member shall deliver a certified copy of its
nominating resolution to the Secretary of the Corporation.
In the event, and only in the event, any Member fails to submit to the Secretary
a resolution nominating a Director and Alternate Director, nominations for such
positions may be made from the floor during the annual meeting of Members.
The nominations shall be submitted to the annual meeting of Members held on the
date of expiration of the Director and Alternate Director terms.
SECTION 6. TERM OF DIRECTORS.
The terms of a Director and his Alternate Director shall be the same and shall
be arranged by the Members so that approximately one-third expire each year on
the date of the annual meeting of Members. Notwithstanding the foregoing, the
term of each Director and Alternate Director shall expire contemporaneously with
the commencement of the term of Directors elected pursuant to any amendment to
these Bylaws adopted by the Members which reduces the number of Directors that
constitute the Board of Directors. Any Director or Alternate Director may
succeed himself in office. Notwithstanding the provisions of Article IX hereof,
the provisions of this Section 6 may not be altered, amended or repealed by the
Directors.
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SECTION 7. FILLING VACANCIES ON BOARD OF DIRECTORS.
Vacancies occurring among the Directors or Alternate Directors shall be
filled by the Board of Directors at its next meeting held sixty days or more
after the occurrence of the vacancy unless:
(a) the Member which has the right to nominate the successor to such
Director or Alternate Director requests by notice to the Secretary of
the Corporation that the vacancy be filled at the next meeting of the
Board of Directors following the date of such request,
(b) the Member which has the right to nominate the successor to such
Director or Alternate Director requests by notice to the Secretary of
the Corporation within thirty days after the occurrence of the vacancy
that the vacancy be filled by the Members. If such a notice is
received by the Secretary, the vacancy shall be filled at the next
annual meeting of Members held after such request or, if the next
annual meeting of Members is or may be scheduled more than ninety days
after the occurrence of the vacancy, and if such Member so requests in
its notice to the Secretary of the Corporation, the vacancy shall be
filled at a special meeting of Members called for such purpose within
sixty days after the occurrence of the vacancy.
The Member which had the right to nominate the Director or Alternate Director
who created the vacancy shall have the right to nominate his successor, by
delivering to the Secretary of the Corporation a resolution of its Board of
Directors making the nomination prior to the date of the meeting of the Board of
Directors, the annual meeting or specially called meeting, as the case may be,
at which the vacancy is to be filled. In the event the vacancy is created by an
increase in the number of Directors upon the admission of a new Member, the new
Member shall deliver the resolution making nominations for the new Director and
Alternate Director.
The nominations shall be submitted to the next meeting of the Board of Directors
held sixty days or more after the occurrence of the vacancy, or, according to
the request of the Member, at the next meeting of the Board of Directors
following the date of such request, or at the next annual meeting of Members
following the occurrence of the vacancy, or at the special meeting of Members
called for the purpose of filling the vacancy. In the event, and only in the
event, a nomination for a vacant position is not delivered by the appropriate
Member, nominations for such position may be made from the floor.
SECTION 8. REMOVAL OF DIRECTORS.
Any Member or Director may bring charges against a Director for neglect or
breach of duty or other action or inaction which is or may be injurious to the
Corporation by filing them in writing with the Secretary, together with a
petition signed by twenty-five percent of the Members, requesting that the
matter be brought before a meeting of Members. The removal shall be voted upon
at the next regular or special meeting of the Members. A majority vote of the
Members present at the meeting shall determine such removal. The Director
against whom such charges have been brought shall be informed in writing of the
charges at least fifteen days prior to the meeting and shall have an opportunity
at the meeting to be heard in person or by counsel and to present evidence; and
the person or persons bringing the charges against him shall have the same
opportunity. A vacancy
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created by such removal shall be filled as provided in Section 7 of this
Article III. Any Director removed pursuant to this Section 8 shall be
eligible to again be nominated to serve as a Director of the Corporation only
with the consent of a majority of the Members present and voting at a meeting
at which the question is presented.
SECTION 9. COMPENSATION OF DIRECTORS.
The compensation, if any, of Directors and Alternate Directors for their
services as such shall be on a per diem basis, and shall be fixed by the
Board of Directors. Directors and Alternate Directors also shall be
reimbursed for expenses actually and necessarily incurred by them in the
performance of their duties.
SECTION 10. POWER OF DIRECTORS TO ADOPT RULES AND REGULATIONS AND POLICIES.
The Board of Directors shall have the power to adopt policies, rules and
regulations, not inconsistent with law, the Articles of Incorporation and these
Bylaws, for the management, administration and regulation of the business and
affairs of the Corporation.
SECTION 11. POWER OF BOARD OF DIRECTORS OR CHAIRMAN OF THE BOARD TO APPOINT
COMMITTEES.
The Board of Directors may establish (and abolish) committees comprised of
Directors, Alternate Directors and others which shall not have any of the powers
of the Board of Directors and which shall perform such functions as are
designated from time to time by the Board of Directors. The members of any such
committees shall be appointed in accordance with such policies, rules and
regulations as may from time to time be adopted by the Board of Directors. A
majority of the full Board of Directors may also appoint committees of the Board
pursuant to the Georgia Electric Membership Corporation Act Section 46-3-297.
ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1. REGULAR MEETINGS OF DIRECTORS.
A meeting of the Board of Directors shall be held without notice immediately
after, and at the same place as, the annual meeting of the Members. A regular
meeting of the Board of Directors shall also be held quarterly or more often at
such time and place as the Board of Directors may provide by resolution. Such
regular meetings may be held without notice.
SECTION 2. SPECIAL MEETINGS OF DIRECTORS.
Special meetings of the Board of Directors may be called by the Chairman of the
Board or by twenty-five percent of the Directors then in office. The persons
calling a special meeting may fix the time and place for the holding of the
meeting.
SECTION 3. NOTICE OF SPECIAL MEETINGS OF DIRECTORS.
Notice of the time, place and purpose of any special meeting of the Board of
Directors shall be given by or at the direction of the Chairman of the Board,
the Secretary or the person or persons calling the meeting.
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The notice shall be given to each Director and each Alternate Director, at least
five days prior to the meeting, by written notice delivered personally or mailed
to each Director and Alternate Director at their respective last known
addresses. If mailed, such notice shall be deemed delivered when deposited in
the United States mail so addressed, with first-class postage thereon prepaid.
Notice of a meeting of the Board of Directors need not be given to any Director
or Alternate Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director or his Alternate Director at a meeting shall
constitute a waiver of notice of such meeting 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 the Director or his Alternate
Director states, at the beginning of the meeting, any such objection or
objections to the transaction of business.
SECTION 4. QUORUM FOR MEETING OF DIRECTORS.
A majority of the Board of Directors (with Alternates representing absent
Directors) shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. A majority of the Directors present may
adjourn the meeting to another time and place without further notice, whether or
not a quorum is present.
SECTION 5. ACTION OF BOARD OF DIRECTORS.
(a) The vote of a majority of Directors present and voting at the time of
the vote, if a quorum is present at such time, shall be the act of the
Board of Directors unless the vote of a greater number is required by
law, the Articles of Incorporation, or these Bylaws.
(b) Notwithstanding the provisions of Subsection (a) of this Section 5.,
the affirmative vote of two-thirds of the Directors shall be required
to (i) modify, amend or rescind any Member Rate Policy then in effect,
or, (ii) revise any rate for electric power and energy furnished under
the Wholesale Power Contracts between each Member and the Corporation.
Notwithstanding the provisions of Article IX hereof, the provisions of
this Subsection (b) may not be altered, amended or repealed by the
Directors except by the affirmative vote of two-thirds of the
Directors.
SECTION 6. WRITTEN CONSENT OF DIRECTORS.
Any action required to be taken at a meeting of the Board of Directors or any
action that may be taken at a meeting of the Board of Directors may be taken
without a meeting if a written consent, setting forth the action so taken, is
signed by all the Directors and filed with the minutes of the proceedings of the
Board of Directors.
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ARTICLE V
OFFICERS
SECTION 1. OFFICERS; QUALIFICATIONS.
The officers of the Corporation shall be a Chairman of the Board, a Vice
Chairman of the Board, a Secretary, a Treasurer, and a President and Chief
Executive Officer. The Chairman of the Board and Vice Chairman of the Board
shall be Directors. The Secretary and Treasurer shall be Directors or Alternate
Directors. Any two or more offices may be held by the same person, except the
offices of Chairman of the Board, President and Chief Executive Officer and
Secretary.
SECTION 2. ELECTION AND TERM OF OFFICE OF OFFICERS.
The Chairman of the Board, Vice Chairman of the Board, Secretary and Treasurer
shall be elected annually at the first meeting of the Board of Directors held
after the annual meeting of the Members or as soon thereafter as practicable.
Each such officer shall hold office until the first meeting of the Board of
Directors following the next succeeding annual meeting of the Members and until
his successor shall have been elected or appointed and shall have qualified, or
until his earlier resignation, removal from office, or death. The President and
Chief Executive Officer shall be appointed by the Board of Directors and shall
hold office until his successor shall have been appointed and shall have
qualified, or until his earlier resignation, removal from office or death.
SECTION 3. REMOVAL OF OFFICERS.
Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interest of
the Corporation will be served thereby.
SECTION 4. VACANCIES OF OFFICES.
A vacancy in any office may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall:
(a) preside at meetings of the Members and of the Board of Directors and
oversee the management of the Corporation by the President and
Chief Executive Officer;
(b) have the power to enter into and execute contracts on behalf of the
Corporation and to sign certificates, contracts or other instruments
on behalf of the Corporation; and
(c) have such other duties and powers as are incident to his office and
such other duties and powers as may be prescribed by the Board of
Directors from time to time.
SECTION 6. VICE CHAIRMAN OF THE BOARD.
In the absence of the Chairman of the Board or in the event of his inability or
refusal to act, the Vice Chairman of the Board shall perform the duties of the
Chairman of the Board, and when so acting, shall have all the powers and duties
of the Chairman of the Board. The Vice Chairman of the Board shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.
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SECTION 7. SECRETARY.
The Secretary shall be responsible for seeing that minutes of all meetings of
the Members and the Board of Directors are kept and shall have authority to
certify as to the corporate books and records, and shall keep a register of the
address of each Member, Director and Alternate Director. The Secretary shall
perform such other duties and have such other powers as may from time to time be
delegated to him by the Chairman of the Board or the Board of Directors.
SECTION 8. TREASURER.
The Treasurer shall oversee the management of the financial affairs of the
Corporation by the staff, and shall perform the other duties incident to the
office of Treasurer and have such other duties as from time to time may be
assigned to him by the Chairman of the Board or the Board of Directors.
SECTION 9. PRESIDENT AND CHIEF EXECUTIVE OFFICER.
The President and Chief Executive Officer shall:
(a) manage the day-to-day operations and activities of the Corporation;
(b) subject to such Corporate Policies as are established by the Board of
Directors from time to time, have the power to enter into and execute
contracts on behalf of the Corporation and to sign certificates,
contracts or other instruments on behalf of the Corporation; and
(c) have such other duties and powers as are incident to his office and
such other duties and powers as may be prescribed by the Board of
Directors from time to time.
SECTION 10. APPOINTMENT OF OFFICERS AND AGENTS.
The Board of Directors may appoint from time to time one or more additional
officers and assistant officers and agents as the Board of Directors may
determine. Each such officer, assistant officer and agent shall perform such
duties as the action appointing him provides and, unless the action otherwise
provides, shall perform the duties which are generally performed by the elected
officers or assistant officers having the same title.
SECTION 11. BONDS OF OFFICERS.
The Board of Directors shall require all officers and employees of the
Corporation to give bond in such sum and with such surety as the Board of
Directors shall determine.
SECTION 12. COMPENSATION OF OFFICERS.
The compensation, if any, of any officer who is also a Director or Alternate
Director shall be determined by the Board of Directors. The compensation of any
other officers, agents, and employees shall be fixed by the Board of Directors
or by a person or persons designated by the Board of Directors.
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ARTICLE VI
COOPERATIVE OPERATION
SECTION 1. INTEREST OR DIVIDENDS ON CAPITAL PROHIBITED.
The Corporation shall at all times be operated on a cooperative basis for the
mutual benefit of its Members. No interest or dividends shall be paid or
payable by the Corporation on any capital furnished by Members.
SECTION 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY.
In the furnishing of electric energy the Corporation's operation shall be so
conducted that all Members will through their patronage furnish capital for the
Corporation. The Corporation is obligated to account on a patronage basis to
all Members for all amounts received and receivable from the furnishing of
electric energy in excess of operating costs and expenses properly chargeable
against the furnishing of electric energy. All such amounts in excess of
operating costs and expenses at the moment of receipt by the Corporation are
received with the understanding that they are furnished by Members as capital.
The Corporation is obligated to credit to one or more capital accounts for each
Member all such amounts in excess of operating costs and expenses. The books
and records of the Corporation shall be set up and kept in such a manner that at
the end of each fiscal year the amount of capital, if any, so furnished by each
Member is clearly reflected and credited in an appropriate record to one or more
capital accounts for each Member, and the Corporation shall within a reasonable
time after the close of the fiscal year notify each Member of the amount of
capital so credited to its account or accounts. All such amounts credited to a
capital account of any Member shall have the same status as though they had been
paid to the Member in cash in pursuance of a legal obligation to do so and the
Member had then furnished the Corporation corresponding amounts for capital.
All other amounts received by the Corporation from its operations in excess of
costs and expenses shall, insofar as permitted by law, be (a) used to offset any
losses incurred during the current or any prior fiscal year and (b) to the
extent not needed for that purpose, allocated to the Members on a patronage
basis and any amounts so allocated shall be a part of the capital credited to an
appropriate account for each Member.
In the event of dissolution or liquidation of the Corporation, after all its
outstanding indebtedness shall have been paid, outstanding capital credits shall
be retired without priority on a pro rata basis before any payments are made on
account of property rights of Members. If, at any time prior to dissolution or
liquidation, the Board of Directors shall determine that the financial condition
of the Corporation will not be impaired thereby, capital then credited to
Members' accounts and the accounts of former Members may be retired in full or
in part. Any such retirements of capital from a particular type account shall
be made in order of priority according to the year in which the capital was
furnished and credited, the capital first received by the Corporation being
first retired. Notwithstanding the preceding sentence, retirements of each
Member's capital credits made pursuant to the First Amended and Restated
Restructuring Agreement, dated as of August 1, 1996, by and among the
Corporation, Georgia Transmission Corporation and Georgia System Operations
Corporation, as such agreement may be amended, shall be allocated among and
charged to the
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Members' capital accounts as provided therein.
Capital credited to the accounts of Members shall be assignable only on the
books of the Corporation to a transferee of a Member's membership, pursuant to
written instruction from the Member and then only upon satisfaction of all
requirements for a transfer of membership established by or pursuant to these
Bylaws.
SECTION 3. ACCOUNTING SYSTEM AND REPORTS.
The Board of Directors shall cause to be established and maintained a complete
accounting system which shall conform to applicable law and to the requirements
of the Corporation's lenders. After the close of each fiscal year, the Board of
Directors shall also cause to be made a full and complete audit of the accounts,
books and financial condition of the Corporation as of the end of such fiscal
year. A report on the audit for the fiscal year immediately preceding each
annual meeting of Members shall be submitted to the Members at such annual
meeting.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION.
The Corporation shall indemnify each person who is or was a Director, officer,
employee or agent of the Corporation (including the heirs, executors,
administrators or estate of such person) or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the full
extent permitted under Sections 46-3-306(b), (c) and (d) of the Georgia Electric
Membership Corporation Act or any successor provisions of the laws of the State
of Georgia. If any such indemnification is requested pursuant to Sections 46-3-
306(b) or (c) of said Act or laws, the Board of Directors shall cause a
determination to be made (unless a court has ordered the indemnification) in one
of the manners prescribed in Section 46-3-306(e) of said Act or laws as to
whether indemnification of the party requesting indemnification is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 46-3-306(b) or (c) of said Act or laws. Upon any such determination
that such indemnification is proper, the Corporation shall make indemnification
payments of liability, cost, payment or expense asserted against, or paid or
incurred by, him in his capacity as such a director, officer, employee or agent
to the maximum extent permitted by said Sections of said Act or laws. The
indemnification obligation of the Corporation set forth herein shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which any party may be entitled under any other bylaw provision or
resolution approved by the Members pursuant to Section 46-3-306(g) of said Act
or laws.
SECTION 2. INSURANCE.
The Corporation may purchase and maintain insurance at its expense, to protect
itself and any Director, officer, employee or agent of the Corporation
(including the heirs, executors, administrators or estate of any such person)
against any liability, cost, payment or expense described in Section 1 of this
Article VII, whether or not the Corporation would have the power to indemnify
such person against such liability.
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ARTICLE VIII
SEAL
The seal of the Corporation shall be in such form as the Board of Directors may
from time to time determine. In the event it is inconvenient to use such a seal
at any time, the words "Corporate Seal" or the word "Seal" accompanying the
signature of an officer signing for and on behalf of the Corporation shall be
the seal of the Corporation.
ARTICLE IX
AMENDMENT
These Bylaws may be amended at any meeting of the Board of Directors by the
affirmative vote of not less than a majority of the Directors present at a
meeting at which a quorum is present provided notice of such meeting containing
a copy of the proposed amendment shall have been given not less than five nor
more than ninety days prior thereto; provided, however, that the Board of
Directors shall not have the power to alter, amend or repeal provisions of these
Bylaws or adopt new bylaw provisions directly relating to the election of the
Board of Directors.
Any bylaw provision adopted by the Board of Directors may be altered, amended or
repealed and new provisions adopted by the Members by the affirmative vote of
not less than a majority of the Members present at a meeting at which a quorum
is present, provided notice of such meeting containing a copy of the proposed
amendment shall have been given. The Members may prescribe that any bylaw
provisions adopted by them shall not be altered, amended or repealed by the
Board of Directors
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