Removal of directors

(a) Unless otherwise provided in the bylaws, at any meeting of members with respect to which notice of such purpose has been given, the entire board of directors or any individual director may be removed, with or without cause, by the affirmative vote of a majority of the members of the electric membership corporation. (b) Whenever the members from a particular district are entitled to elect one or more directors pursuant to subsection (e) of Code Section 46-3-293, this Code section shall apply, in respect of the removal of the director or directors so elected, to the vote of the members from that district and not to the vote of the members as a whole. (c) If any or all directors are removed, new directors may be elected at the same meeting. (Code 1933, § 34C-606, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-296. Quorum of directors; action by majority vote; conducting of meetings of board or committees by conference calls. (a) Unless the articles of incorporation or the bylaws provide that a different number shall constitute a quorum, a majority of the number of directors fixed by the bylaws or fixed by the procedure set forth in the bylaws, or, in the absence of such bylaw provisions, then a majority of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business. In no case shall less than one-third of the total number of directors nor less than two directors constitute a quorum. (b) The vote of a majority of the 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 the articles of incorporation or the bylaws. 233 Page: 234 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:53:59 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-296 PUBLIC UTILITIES, ETC. 46-3-297 (c) Unless the articles of incorporation or bylaws otherwise provide, members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. (Ga. L. 1937, p. 644, § 11; Ga. L. 1950, p. 233, § 1; Ga. L. 1975, p. 783, § 1; Code 1933, § 34C-607, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-297. Executive committee and other committees.