Bylaws

COLQUITT ELECTRIC MEMBERSHIP CORPORATION

BYLAWS REVISED AS OF March 22, 2022

ARTICLE I

Members

Section 1. Qualifications and Obligations. Any natural person, firm, association, corporation, business trust, partnership, federal agency, state of political subdivision thereof, or body politic who desires to receive electric service from Colquitt Electric Membership Corporation (hereinafter called the “Cooperative”) may become a member in the Cooperative by:

(a) making written application for membership;

(b) paying the membership fee hereinafter specified (together with any service security deposit, service connection deposit or fee, or contribution in aid of construction that may be required by the Cooperative), which fee (and such service security deposit, service connection deposit or fee, or contribution in aid of construction, if any) shall be refunded in the event the application is not approved;

(c) agreeing to purchase from the Cooperative electric energy as hereinafter specified; and

(d) agreeing to comply with and be bound by the Articles of Incorporation of the Cooperative and these Bylaws and any amendments thereto and such rules and regulations and rate schedules as may from time to time be adopted by the Board of Directors.

(e) granting permission for unfettered access and use of a prescribed right-of-way or provide an easement of the same.

Any former member of the Cooperative may, by the sole act of paying a new membership fee and any outstanding account plus accrued interest thereon as established by the Board of Directors by general policy in effect when such account first became overdue, compounded annually (together with any service security deposit, service connection deposit or fee, or contribution in aid of construction that may be required by the Cooperative), renew and reactivate any prior application for membership to the same effect as though the application had been newly made on the date of such payment.

With respect to any particular classification of service for which the Board of Directors shall require it, such application shall be accompanied by a supplemental contract, executed by the applicant on such form as is provided therefore by the Cooperative.

No person shall hold more than one membership in the Cooperative.

Section 2. Joint Membership. A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term “member” as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

(a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting.

(b) The vote of either separately or both jointly shall constitute one vote.

(c) A waiver of notice signed by either or both shall constitute a joint waiver.

(d) Notice to either shall constitute notice to both.

(e) Expulsion of either shall terminate the joint membership.

(f) Withdrawal of either shall terminate the joint membership.

(g) Either, but not both, may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.

When a membership is held jointly by a husband and wife, upon the death of either, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be; provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative. Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership, in the same manner and to the same effect as though such membership had never been joint; provided, that the other spouse shall not be released from debts then due the Cooperative.

Section 3. Membership Fee; Service Security Deposit; Contribution in Aid of Construction. The membership fee shall be five dollars ($5) for which (together with any service security deposit, service connection deposit or fee, contribution in aid of construction, or combination thereof, if required by the Cooperative) the member shall be entitled to service connection. A service security deposit or a contribution in aid of construction, or both, if required by the Cooperative, shall be paid by the member for each additional service connection requested by him.

Section 4. Purchase of Electric Energy. The Cooperative shall use its best efforts to furnish its members with adequate and dependable electric service although it cannot and, therefore, does not guarantee a continuous and uninterrupted supply thereof; and each member shall, as soon as electric energy shall be available, and for so long as such premises are owned or directly occupied or used by him, purchase from the Cooperative all central station electric energy purchased for use on the premises specified in his application for membership, unless and except to the extent that the Board of Directors may in writing waive such requirement; and shall pay therefore at the times, and in accordance with the rules and regulations and rate schedules which shall from time to time be fixed by the Board; and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 1. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative.

It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month, regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.

When the member has more than one service connection from the Cooperative, any payment for service shall be deemed pro forma, to be allocated and credited on a pro rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative’s actual accounting procedures do not reflect such proration.

Section 5. Non-liability for Debts of the Cooperative. The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative, and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

Section 6. Suspension, Reinstatement, and Expulsion of Members.

(a) Upon his failure, after the expiration of the initial time limit prescribed in a specific notice to him or in the Cooperative’s generally publicized applicable rules and regulations, to pay the amounts due the Cooperative or to cease any other noncompliance with his membership obligations, a person’s membership shall automatically be suspended; and he shall not during such suspension be entitled to receive electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement and/or cessation of any other noncompliance with his membership obligations within the final time limit provided in such notice or rules and regulations, shall automatically reinstate the membership in which event the member shall thereafter be entitled to receive electric service from the Cooperative and to vote at the meetings of its members.

(b) Upon the failure of a suspended member to be automatically reinstated to membership, as provided above, without further notice, but only after due hearing if such is requested by him, the Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel him. Any member so expelled may be reinstated as a member by the affirmative vote of not less than two-thirds (2/3) of the members of the Board or may, by delivering written notice to that effect to the Cooperative at least ten (10) days prior to the next meeting of the members, appeal to and be present and heard at such meeting, which may vote approval of such expulsion or disapproval thereof, in which latter event such person’s membership shall be reinstated retroactively to the date of his suspension. The action of the members with respect to any such reinstatement shall be final. After any finally effective expulsion of a member, he may not again become a member except upon new application therefore duly approved as provided in Section 1. The Board of Directors, acting upon principles of general application in such cases, may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant’s compliance with all his membership obligations.

Section 7. Withdrawal of Membership. Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the Board of Directors may prescribe.

Section 8. Termination of Membership.

(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe; the Board may, by the affirmative vote of not less than two-thirds (2/3) of all the members of the Board, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws, Policies, Service Rules and Regulations, or any other rules or regulations adopted by the Board, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him has not purchased electric energy from the Cooperative or of a member who has ceased to purchase energy from the Cooperative may be cancelled by resolution of the Board.

(b) Upon the withdrawal, death, cessation of existence, or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.

(c) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member or his estate, as the case may be, the amount of the membership fee (and his service security deposit, if any, paid to the Cooperative) paid by him; provided, however, that the Cooperative shall deduct from the amount of the membership fee and the service security deposit the amount of any debts or obligations owed by the member to the Cooperative.

(d) Except as provided in Section 2, the death of a member who is a natural person shall automatically terminate his membership. The cessation of the legal existence of any other type of member shall automatically terminate such membership; provided, that upon the dissolution for any reason of a partnership, or upon the death, withdrawal, or addition of any individual partner, such membership shall continue to be held by such remaining partner or partners, including any additional partners, as continue to own or directly to occupy or use the premises being furnished electric service pursuant to such membership.

Section 9. Wiring of Premises; Responsibility Therefore; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties. Each member shall cause all premises receiving electric service pursuant to his membership to become and to remain wired in accordance with the specifications of the National Electric Code, any applicable state code or local government ordinance, and the Cooperative. Each member shall be responsible for — and shall indemnify the Cooperative and any other person against death, injury, loss, or damage resulting from any defect in or improper use or maintenance of — such premises and all wiring and apparatus connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative’s physical facilities for the furnishing and metering of electric service and shall permit the Cooperative’s authorized employees, agents, and independent contractors to have access thereto for inspection, maintenance, replacement, relocation, or repair thereof at all reasonable times. As part of the consideration for such service, each member shall be the Cooperative’s bailee of such facilities, shall accordingly desist from interfering with, impairing the operation of, or causing damage to such facilities, and shall use his best efforts to prevent others from so doing. In the event such facilities are interfered with, impaired in their operation or damaged by the member, or by any other person when the member’s reasonable care and surveillance should have prevented such, the member shall indemnify the Cooperative and any other person against death, injury, loss, or damage resulting therefrom, including but not limited to the Cooperative’s cost of repairing, replacing, or relocating any such facilities and its loss, if any, of revenues resulting from the failure or defective functioning of its metering equipment. In no event shall the responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity (or, if owned by the Cooperative, the meter base) used on such premises, except that the Cooperative shall, in accordance with its applicable service rules and regulations, indemnify the member for any overcharges for service that may result from a malfunctioning of its metering equipment.

Section 10. Member to Grant Easement to Cooperative if Required Member shall grant permission for unfettered access and use of a prescribed right-of-way or provide easement of the same. It is also understood that the member-owner will grant to the Cooperative before a line extension is built permission or an explicit easement specified as follows: thirty feet for overhead lines and twenty feet for underground lines over, on, and under such lands owned or leased by the member for, but not limited to, the furnishing of electric service for him or other members, system improvements, operation, maintenance, and cutting rights-of-way. The dimensions of thirty feet for overhead lines and twenty feet for underground lines are minimum distances and additional right-of-way may be required from time to time to maintain those distances. The easements shall remain free of any obstructions, hazards or potential hazards such as, but not limited to, trees, shrubs, structures, and infrastructures above, below, or within the easement.

ARTICLE II

Meetings of Members

Section 1. Annual Meeting. The annual meeting of the members shall be held between October 1st and November 30th of each year at such place in the counties of Colquitt, Tift, Cook, Berrien, Lowndes, or Brooks as shall be designated in the notice of the meeting for the purpose of reporting results of the directors’ election, passing upon reports covering the previous fiscal year, and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

Section 2. Special Meeting. Special meetings of the members may be called by resolution of the Board of Directors or upon written request signed by at least three (3) directors or at least ten percent (10%) of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the county of Colquitt in the state of Georgia specified in the notice of the special meeting.

Section 3. Notice of Members’ Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) days nor more than thirty (30) days before the date of the meeting, either personally or by mail to each member, by or at the direction of the Secretary, or upon default in duty by the Secretary, by the persons calling the meeting, in the case of a special meeting, or by any other director in the case of any meeting whose time, place, and date have actually been fixed by the Board of Directors. In making such computation, the date of the meeting shall not be counted. If mailed, such notice shall be deemed to be delivered five (5) days from date when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the grounds that the meeting shall not have been lawfully called or convened.

No matter which requires the affirmative vote of at least a clear majority of all the Cooperative’s members shall be acted upon at any meeting of the members unless notice of such matter shall have been contained in the notice of the meeting.

Section 4. Quorum. At least one hundred fifty (150) of the members present in person shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

Section 5. Voting. Each member who is not in a status of suspension, as provided for in Section 6 of Article I shall be entitled to one (1) vote and no more upon each matter submitted to a vote. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative prior to or upon registration at each member meeting of satisfactory evidence entitling the person presenting the same to vote. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or these Bylaws.

Section 6. Order of Business. The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be essentially as follows:

  1. Report on the number of members present in person in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading of unapproved minutes of previous meetings and the taking of necessary action thereon. The reading of unapproved minutes may be waived by a majority of the members present.
  4. Announcement of directors elected.
  5. Presentation and consideration of, and action upon, reports of officers, directors, and committees.
  6. Unfinished business.
  7. New business.
  8. Adjournment.

Notwithstanding the foregoing, the Board of Directors may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any item of business, the transaction of which is necessary or desirable in advance of any other item of business; provided, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.

Section 7. Credentials Committee. Not less than ninety (90) nor more than one hundred fifty (150) days prior to the date of the annual meeting, the Board of Directors shall appoint a Credentials Committee which shall be composed of not less than five (5) nor more than eleven (11) persons. The attorney for the Cooperative shall be appointed to the Committee on an annual basis and shall be the chairman of the Credentials Committee. The Committee shall review all petitions for nomination which have been submitted to the Cooperative for names to be placed on the ballot for election as a director. In the event the Committee makes an unfavorable determination as to any name submitted by petition, the Committee shall immediately notify such person that they do not qualify for election as a director and advise such person why they do not qualify.

ARTICLE III

Directors

Section 1. Number and General Powers. The business and affairs of the Cooperative shall be managed by a Board of nine (9) directors which shall exercise all of the powers of the Cooperative except such as are by law, by the Articles of Incorporation of the Cooperative, or by these Bylaws conferred upon or reserved to the members.

The area served by Colquitt Electric Membership Corporation shall be divided into districts for the purpose of determining the district or area from which representatives shall be chosen to serve on the Board of Directors.

The directors shall be fixed as follows:

District 1 Colquitt County 2 Directors
District 2 Brooks County 1 Director
District 3 Berrien County 1 Director
District 4 Cook County 1 Director
District 5 Lowndes County 2 Directors
District 6 Tift County 1 Director
District 7 Worth/Tift Counties 1 Director

At the expiration of the term of any director his successor shall be elected for a period of three (3) years.

Section 2. Qualification, Election, and Tenure. No member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative. No person shall be eligible to become or remain a director of the Cooperative who is an employee, a close relative of an incumbent director or of an employee of the Cooperative, or is not a member of the Cooperative.

No members presently or formerly employed by the Cooperative shall be eligible to become or remain a Director, Member of the Nominating Committee, or serve in any other capacity, either appointed or elected, or involving any Cooperative election for five (5) years after the termination of his/her employment from the Cooperative. This Bylaw change is effective on October 28, 2014, and only applies to those members who are separated from Colquitt EMC after October 28, 2014.

Upon the establishment of the fact that any person holding a directorship or any other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause him to be removed therefrom, as the case may be. Nothing in this Section contained shall, or shall be construed to, affect in any manner whatsoever, the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this Section and in which one or more of the Directors have an interest adverse to that of the Cooperative.

Nothing in this Section contained shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 3. Nominations. It shall be the duty of the Board of Directors to appoint, not less than ninety (90) days nor more than one hundred fifty (150) days before the date of each annual meeting, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members who shall be selected so as to give equitable representation on the Committee to the geographical areas served or to be served by the Cooperative. No employee of the Cooperative, member of the Board of Directors, known candidate for election, or any close relative or member of the same household of an employee, director, or a known candidate shall be appointed a member of such Committee. The Committee shall prepare and post at the principal office of the Cooperative at least sixty (60) days before the annual meeting a list of nominations for directors to be elected, listing separately the nominee or nominees with respect to each Directorate District from which a director must or may, pursuant to this Article, be elected. The Committee may include more nominees than there are to be elected, but it shall show clearly which nominees are opposed with respect to the same Directorate District. Any fifty (50) or more members may make other nominations in writing over their signatures in like manner listing the nominees separately with respect to the Directorate Districts from which they are nominated, not less than eighty-five (85) days prior to the meeting, and the Secretary shall post the same at the same place the list of nominations made by the Committee is posted.

Section 4. Voting for Directors. The election of directors, or any bylaw amendment, change, or action directly relating to the election of directors, will be conducted by mail. To be eligible to vote for directors, a member must have been a member on August 31 of the year in which the election for directors is held. Not less than thirty (30) days prior to each annual meeting, one ballot shall be mailed by the Cooperative to each member entitled to vote. The ballots shall contain the names of all persons nominated by the Nominating Committee or by petition for each Directorate position to which a director is to be elected. Only members residing in each Directorate District may vote for, and elect, the director for that District. No member in any election may vote for more than one nominee from any Directorate District. Members shall mark their ballots indicating the director for whom they wish to vote and return said ballots to the Cooperative either by mail or by delivery to the main office or any district or branch office not less than fifteen (15) days prior to the date of the annual meeting. Any ballot received in the mail or by hand delivery less than fifteen (15) days prior to the date of the annual meeting shall not be counted for the purpose of election of directors. The notice to the members entitled to vote in which the ballots are enclosed shall contain instructions to the members as to how to mark their ballots for election of directors, and said instructions shall be explicitly followed in order for a ballot to be counted. The failure of any member to receive a ballot for any reason shall not invalidate the election of directors as provided for herein.

Section 4-A. Uncontested Elections.

(a) Notwithstanding anything herein to the contrary, in the event the nominating process set forth in Section 3 of this Article yields only one nominee with respect to the position of director of any Directorate District which must or may, pursuant to this Article, be elected, then no vote of the members shall be required with respect to such Directorate position; and the sole nominee shall be deemed elected in accordance with these Bylaws.

(b) Notwithstanding anything herein to the contrary, in the event the nominating process set forth in Section 3 of this Article yields only one nominee with respect to the position of director of all Directorate Districts which must or may, pursuant to this Article, be elected, then no vote of the members shall be required with respect to any such Directorate position; and the nominee for each such Directorate District shall be deemed elected in accordance with these Bylaws.

Section 5. Membership Balloting. Ballots from members shall be received at the main office of the Cooperative or at any district or branch office. All ballots which are not sealed at the time of receipt thereof shall immediately be placed in a special sealed envelope designating the contents thereof as a ballot. All ballots shall be maintained in a place of safe-keeping at the main office and in each district and branch office and shall be collected at the main office of the Cooperative fourteen (14) days prior to the date of the annual meeting.

(a) The attorney for the Cooperative shall act as the Election Superintendent and shall supervise the counting of the ballots. The Election Superintendent shall be assisted by at least two tellers who shall be appointed by the Board of Directors on an annual basis. Tellers may be volunteer members or Cooperative employees.

(b) The Election Superintendent shall supervise the opening of the ballots and the counting thereof and shall certify the results of each annual election to the membership at the annual meeting.

(c) The Election Superintendent and each duly appointed teller shall take an oath prior to the counting of the ballots, which oath shall commit the Election Superintendent and the tellers to a proper accounting of all ballots received and the counting thereof. In addition, the Election Superintendent and each teller shall certify the results of the balloting by execution of a written document setting forth the results of the counting of the ballots. The results of the election shall remain confidential, and the Election Superintendent and the tellers shall not disclose the results of the election to any person who inquires about the election. The results of the election shall be announced by the Election Superintendent at the annual meeting.

(d) After the counting of the ballots, the ballots shall be placed in a sealed box and held in a secure location at the main office of the Cooperative for a period of ninety (90) days after the annual meeting. If no challenge of the election is filed within ninety (90) days, the ballots may then be destroyed.

(e) Should the election of directors be challenged, the Chairman shall appoint an Inspector of the election. Such Inspector shall not be the Election Superintendent nor any teller who assisted in the counting of the ballots. Such Inspector shall be assisted by at least two other tellers who shall recount the ballots and certify the results of the recount to the Board of Directors. Any challenge to the election shall be filed within ten (10) days of the date of the annual meeting, shall be in writing, and shall set forth specific grounds for the challenge of the election.

(f) Any member shall have the right to ask for a recount of the ballots, which request shall not be in the form of a challenge to the election. The Election Superintendent and the duly appointed tellers shall recount the ballots if any such recount shall be requested at the time of the announcing of the results of the election at the annual meeting.

(g) Appointed tellers and inspectors who are non-Cooperative employees shall be compensated for each day they attend functions involving elections. The per diem and mileage rate shall be established by the Board of Directors.

Section 6. Election of Directors. All directors shall be elected by a plurality of those voting in the election. In the event of a tie in the election of a director, another election shall be held within thirty (30) days from the date of the annual meeting at which the election results were announced.

Section 7. Vacancies. Notwithstanding the provisions of these Bylaws with respect to the removal of directors, other vacancies occurring in the Board of Directors shall be filled by a majority vote of the remaining directors and a director thus elected shall serve out the unexpired term of the director whose office was originally vacated and until his successor shall have been elected and shall have qualified; provided, that such a director shall be from the same Directorate District as was the director whose office was vacated.

Section 8. Compensation. For their services as such, directors shall not receive any salary, but by resolution of the Board of Directors may establish a per diem to be paid to each director for attendance at meetings of the Board of Directors and such other meetings as may be authorized by the Board. In addition, the directors shall be reimbursed for all Cooperative related expenses and may receive other such reasonable benefits as may be authorized by the Board. Except in emergencies, no director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of the members.

Section 9. Removal of Directors and Officers. Any member may bring charges for cause against any director by filing them in writing with the Secretary, together with a petition signed by ten percent (10%) of the members, requesting the removal of the director in question. The removal shall be voted upon at the next regular or special meeting of the members at which a quorum shall be present, and such director may be removed by vote of two-thirds (2/3) of the members present. Any vacancy created by such removal shall be filled by the members at the next regular annual meeting, any special meeting called for that purpose, or in the manner provided herein. The director or officer against whom such charges have been brought shall be informed in writing of the charges at least twenty (20) days prior to the meeting of members at which the charges are to be considered 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.

Section 10. Rules and Regulations. The Board of Directors shall have power to make, adopt, amend, abolish, and promulgate such rules and regulations, not inconsistent with the law, the Articles of Incorporation of the Cooperative, or these Bylaws, as it may deem advisable for the management, administration, and regulation of the business affairs of the Cooperative.

Section 11. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, which among other things, is subject to applicable laws and rules and regulations, and shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The Board of Directors shall also within thirty (30) days after the close of each fiscal year cause to be made a full, complete, and independent audit of the accounts, books, and financial condition of the Cooperative during and as of the end of such fiscal year. A full and accurate summary of the financial condition of the Cooperative shall be submitted to the members at each annual meeting.

Section 12. Rates. The directors shall have the power and authority to from time to time adopt such rates as may be necessary to operate the Cooperative on a sound fiscal basis. No change in electric rates shall be instituted without the Cooperative first having given notice to the Rural Electrification Administration of the United States of America, to the National Rural Utilities Cooperative Finance Corporation, and to its members.

Section 13. “Close Relative” Defined. As used in these Bylaws, “close relative” means a person who is related by blood or marriage to the second degree or less (i.e., spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece by blood or in law. The term “spouse” shall include persons who are living together in a conjugal relationship, even though not legally married).

Section 14. Information on New Consumers. No person, firm, or corporation, including officers and directors of the Cooperative, shall receive any information from the Cooperative relative to any information concerning applications received by the Cooperative for electric service from new consumers desiring to receive service from the Cooperative. Any employee so receiving a request for information regarding applications from new consumers shall immediately advise the President/Chief Executive Officer of such request.

Section 15. Indemnification. The Board of Directors shall have the power to hold the officers, directors, employees, and agents of the Cooperative harmless from any liability incurred in the performance of their duties as officers, directors, employees, or agents, and to purchase and maintain liability insurance on their behalf.

ARTICLE IV

Meetings of Directors

Section 1. Regular Meeting. A regular meeting of the Board of Directors shall be held without notice other than this bylaw, immediately after, and at the same place as, the annual meeting of the members. This meeting shall be known as the organizational meeting. A regular meeting of the Board of Directors shall also be held monthly at such time and place in Colquitt County, Georgia, unless all directors consent to its being in some other location, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by Board resolution, by the Chairman, or by any three (3) directors. The Chairman or directors who have called such special meeting shall fix the time and place (which shall be in Colquitt County, Georgia, unless all directors consent to its being in some other location), for the holding of the special meeting of the Board of Directors called by them. The Secretary shall cause notice of such special meeting to be given as hereinafter provided.

Section 3. Notice. Written notice of the date, time, place, and purpose or purposes of any special meeting of the Board of Directors shall be given at least five (5) days previous thereto. Such notice shall be delivered personally or mailed, to each director at his last known address by or at the direction of the Secretary or, upon a default in duty by the Secretary, by him or those calling it in the case of a special meeting or by any other director or officer in the case of any meeting whose date, time, and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid and postmarked at least five (5) days prior to the meeting date. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business or of one or more items of business because the meeting shall not have been lawfully called or convened.

Section 4. Quorum. The presence in person of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the affirmative votes of at least a majority of the directors in office shall be required for any action to be taken; provided, that a director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of directors in office; provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, but shall cause the absent directors to be duly and timely notified of the time and place of such adjourned meeting.

Section 5. Voting by Directors. All directors, including officers, shall be authorized to vote on every issue presented to the Board.

ARTICLE V

Officers

Section 1. Number. The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may from time to time be determined by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person.

Section 2. Election and Term of Office. The officers shall be elected by secret ballot, and by a plurality of those voting, annually and with prior nomination by and from the Board of Directors at the organizational meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the organizational meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected, subject to the provisions of these Bylaws with respect to the removal of officers.

Section 3. Removal. Any officer or board representative elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Cooperative will be served thereby.

Section 4. Vacancies. Except as otherwise provided in these Bylaws, a vacancy in any office elected or appointed by the Board may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman. The Chairman:

(a) Shall be the principal executive officer of the Cooperative and shall act as chairman and preside at all meetings of the members and of the Board of Directors;

(b) Shall sign with the Secretary any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(c) In general, shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice Chairman. In the absence of the Chairman, or in the event of his inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. Secretary. The Secretary shall:

(a) Keep or cause to be kept the minutes of meetings of the members and the Board of Directors in one or more books provided for that purpose;

(b) See that all notices are duly given in accordance with these Bylaws or as required by law;

(c) Be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws, or is required by law;

(d) Keep or cause to be kept a register of the name and post office address of each member, which address shall be furnished to the Cooperative by such member;

(e) Have general charge of the books of the Cooperative in which a record of the members is kept;

(f) Keep on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and, at the expense of the Cooperative, furnish a copy of the Bylaws and of all amendments thereto to each member; and

(g) Attest the signature of the Chairman on all documents which shall require same; and

(h) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Treasurer. The Treasurer shall:

(a) Have charge and custody of and be responsible for all funds and securities of the Cooperative;

(b) Receive and give receipts for monies due and payable to the Cooperative from any source whatsoever and deposit or invest all such monies in the name of the Cooperative in such bank or banks or securities as shall be selected in accordance with the provisions of these Bylaws; and

(c) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 9. President/Chief Executive Officer. The Board of Directors may appoint a President/Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. The President/Chief Executive Officer shall have the responsibility of carrying out the day-to-day operations of the Cooperative, shall perform such duties as the Board of Directors may from time to time require of him, and shall have such authority as the Board of Directors may from time to time vest in him.

Section 10. Bonds of Officers. The Board of Directors may require the Treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent, or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.

Section 11. Delegation of Authority. The Board of Directors may delegate such authority as may be deemed necessary to the President/Chief Executive Officer or any other agent of the Cooperative for the performance of specific acts if such delegation of authority shall be in the best interest of the Cooperative.

Section 12. Reports. The officers of the Cooperative shall submit at each annual meeting of the members' reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year.

ARTICLE VI

Contracts, Checks, Deposits, and Investments

Section 1. Contracts. Except as otherwise provided by law or in these Bylaws, the Board of Directors may authorize any Cooperative officer or officers, agent or agents, or employee or employees to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidence of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned by such officer(s), agent(s), or employee(s) of the Cooperative and in such manner, as shall from time to time be determined by resolutions of the Board of Directors.

Section 3. Deposits and Investments. All funds of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such bank or banks or in such financial securities or institutions as the Board of Directors may select.

ARTICLE VII

Non-profit Operation

Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or be payable by the Cooperative on any capital furnished by its patrons.

Section 2. Patronage Capital in Connection with Furnishing Electric Energy. In the furnishing of electric energy, the Cooperative’s operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons 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; provided, that the amount of capital to be credited to the account of any patron furnished electric energy by the Cooperative under a negotiated rate shall be determined by the Cooperative under a modified patronage basis. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative 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 patron is clearly reflected and credited in an appropriate record to the capital account of each patron; and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account; provided, that individual notices of such amounts furnished by each patron shall not be required if the Cooperative notifies all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron may compute and determine for himself the specific amount of capital so credited to him. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.

All other amounts received by the Cooperative 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 its patrons on a patronage basis; and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons as herein provided.

The Board of Directors shall determine the method, amount, basis, priority, and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.

In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative 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 Cooperative will not be impaired thereby, the capital credited to patrons’ accounts may be retired in full or in part. In no event, however, may any such capital be retired at any one time to impair the financial condition of the Cooperative.

Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Cooperative unless the Board of Directors, acting under policies of general application, shall determine otherwise.

Notwithstanding any other provisions of these Bylaws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any patron who was a natural person, if the legal representative of the estate shall request in writing that the capital credit to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby. Provided further, that the aggregate amounts so retired in any one calendar year will not exceed $750,000; and provided further, that 100% of operating capital credits will be paid to the estate of the deceased patron; and provided further, that no G&T capital credits will be paid to the estate of the deceased patron, but will be forfeited by the estate of the deceased patron. If under the policies of general application, the amount of $750,000 is not sufficient to retire the capital credited to any such patron or patrons, such patron or patrons shall have the capital credited to them retired in the next succeeding year before any other retirements are made in such succeeding year. However, the Board of Directors shall have the discretion to retire an additional amount in excess of $750,000 if the Board of Directors determines that to retire additional amounts would be in the best interest of the deceased member’s estate and in the best interest of the Cooperative.

The Cooperative, before retiring any capital credited to any patron’s account, shall deduct therefrom any amount owed by such patron to the Cooperative, together with interest thereon at the rate as established by the Board of Directors and in effect when such amount first became overdue, compounded annually.

The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.

Section 3. Patronage Refunds in Connection with Furnishing Other Services. In the event that the Cooperative shall engage in the business of furnishing goods or services other than electric energy, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods and services, shall, insofar as permitted by law, be prorated annually on a patronage basis and returned to those patrons, members, and non-members alike from whom such amounts were obtained.

ARTICLE VIII

Waiver of Notice

Any member or director may waive in writing, any notice of meetings required to be given in these Bylaws.

ARTICLE IX

Disposition of Property

(a) Not inconsistently with provisions of subsection (b) hereof, the Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property (other than merchandise and property which in the judgment of the Board of Directors are not necessary or useful in operating the Cooperative) unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative votes of not less than two-thirds (2/3) of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of the Cooperative, with authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof or to any other financial institution; provided further, that the Board may upon authorization of a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this state pursuant to the Act under which this Cooperative is incorporated. Substantial portion is hereby defined to be that portion of property in excess of ten percent (10%) of the property owned by the Cooperative.

(b) Notwithstanding the foregoing subsection (a) or any other provision of these Bylaws, no sale, lease, or lease-sale of all or a substantial portion of the Cooperative’s assets (other than merchandise and property which in the judgment of the Board of Directors are not necessary or useful in operating the Cooperative) to any other entity shall be authorized except in conformity with the following:

(1) If the Board of Directors looks with favor upon any proposal for such sale, lease, or lease-sale, it shall first cause three (3) independent appraisers, experts in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, or lease-sale and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by a Superior Court Resident Judge for the Southern Judicial Circuit.

(2) If the Board of Directors, after receiving such appraisals (and other terms and conditions which are recommended, if any), determines that the proposal should be submitted for consideration by the members, it shall first give every Georgia electric membership corporation nearby or adjacent to the Cooperative (which has not made such an offer for such sale, lease, or lease-sale) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such electric membership corporations, and a copy of the proposal which the Cooperative has already received, and a copy of the reports of the three (3) appraisers shall be attached. Such electric membership corporations shall be given not less than thirty (30) days within which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.

(3) If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members, expressing in detail every one of all such proposals, and shall call a special meeting of the members for consideration thereof, which meeting shall not be held sooner than ninety (90) days after the giving of such notice to the members; provided, that consideration thereof by the members may be given at the next annual member meeting if the Board so determines and if such annual meeting is not held sooner than ninety (90) days after the giving of such notice.

(4) Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days before the date of such special or annual meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the recommendations that the Board has made.

The provisions of this subsection (b) shall not apply to a sale, lease, or lease-sale to one or more other electric membership corporations if the actual legal or substantive effect thereof is to merge or consolidate with such other one or more electric membership corporations.

ARTICLE X

Fiscal Year

The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

ARTICLE XI

Seal

The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words, “Moultrie, Georgia”.

ARTICLE XII

Rules of Order

Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these Bylaws and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Robert’s Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative’s Articles of Incorporation or Bylaws.

ARTICLE XIII

Amendments

These Bylaws may be altered, amended, or repealed by the affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors in office at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal.

Duly adopted at the Colquitt Electric Membership Corporation Board of Directors’ Meeting held on the 23rd day of March, 2021.