Provisional director

(a) If the directors of an electric membership corporation are deadlocked in the management of the corporate affairs and if injury to the electric membership corporation is being suffered or is threatened by reason thereof, the superior court of the county where the registered office of the electric membership corporation is located may appoint a provisional director pursuant to this Code section, notwithstanding any provisions of 230 Page: 231 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:53:57 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-293 the articles of incorporation or bylaws of the electric membership corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the electric membership corporation. (b) Action for such appointment may be filed by one-half of the directors or by not less than 25 members, except that, if the electric membership corporation has less than 50 members, action for such appointment may be filed by not less than 25 percent of the members. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the electric membership corporation in the manner provided by law for service of a summons and complaint; and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard. (c) The provisional director shall be an impartial person who is neither a member nor a creditor of the electric membership corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the electric membership corporation or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he is removed by order of the court or by vote of a majority of the members present and voting at a meeting of members. The provisional director shall be entitled to receive such compensation as may be agreed upon between him and the electric membership corporation; and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court. (Code 1933, § 34C-603, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-293. Classification of directors; division of service territory into districts. (a) The articles of incorporation or a bylaw adopted by the members may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of members after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. (b) At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes. No classification of directors shall be effective prior to the first annual meeting of members. (c) If directors are classified and the number of directors is thereafter changed, any increase or decrease in the number of directors shall be so 231 Page: 232 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:53:57 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-293 PUBLIC UTILITIES, ETC. 46-3-294 apportioned among the classes as to make all classes as nearly equal in number as possible. When the number of directors is increased and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next election of directors by the members. (d) Electric membership corporations having a lawfully classified board of directors when this article goes into effect may continue their existing classification even though not conforming to this Code section. (e) The articles of incorporation or the bylaws may provide for the division of the territory served or to be served by an electric membership corporation into two or more districts for any purpose, including, without limitation, the nomination and election of directors. The articles of incorporation or bylaws shall prescribe the boundaries of the districts, or the manner of establishing such boundaries of the districts, and the manner of changing such boundaries and the manner in which such districts shall function. (Ga. L. 1937, p. 644, § 11; Ga. L. 1950, p. 233, § 1; Code 1933, § 34A-114.1, enacted by Ga. L. 1950, p. 233, § 2; Code 1933, § 34C-604, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-294. Vacancies on board of directors generally.