Yonah Mountain

BYLAWS Regarding Members – Meeting of Members – Directors

Posted: February 1, 2019

ARTICLE I — MEMBERS

1.01 Eligibility for Membership. Any person, as that term is defined by the Georgia Electric Membership Corporation Act, who may lawfully receive electrical service from an Electric Membership Corporation is eligible to become a member of Habersham Electric Membership Corporation, referred to in these Bylaws as “Cooperative.”

ARTICLE II — MEETING OF MEMBERS

2.01 Annual Meeting. The annual meeting of the members shall be held in the months of June, July, September or October of each year, at such place within a county in which electrical service is provided by the Cooperative, as shall be determined by the Board of Directors and designated in the notice of the meeting. The annual meeting shall be for the purpose of electing directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting, except matters which, under these Bylaws, the Articles of Incorporation or the Georgia Electric Membership Corporation Act are required to be, but have not been, stated in the notice of the annual meeting. Failure to hold the annual meeting shall not work a forfeiture nor such failure affect otherwise valid corporate acts.

2.04 Quorum. Attendance in person of at least 150 members of the Cooperative 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.

2.05 Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. At all meetings of the members, the spouse of a member when the member is absent, shall be entitled to vote in place of the member. At all meetings of the members at which a quorum is present, 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 these Bylaws, the Articles of Incorporation or by law; provided, however, when a quorum is once present to organize a meeting, the members present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.

The Board may authorize a return-mail balloting process for the casting of votes on specific business matters in addition to or in place of voting for such matters at a meeting of the members. In such cases, the Board shall cause to be printed and mailed to all members, return-mail written ballots for voting on matters authorized by the Board. Instructions as to how the ballot(s) may be voted shall be printed thereon, and an explanation as to how the ballot may be returned and the deadline for return shall be enclosed therewith. The ballot shall be issue-neutral.

2.05A Absentee Voting. Members who are unable to attend the meeting of the members shall be provided the opportunity
to vote an absentee ballot on all contested elections or other business matters appearing on the official ballot. The absentee ballot may be obtained at and returned to the office of the Cooperative, or through the mail using return-mail written absentee ballots during the period of not more than fourteen (14) days and not less than two (2) business days prior to the meeting of the members. The Credentials and Elections Committee, or a subcommittee thereof, shall qualify, count, and retain all return-mail absentee ballots prior to the meeting of the members. The results shall not be revealed to anyone until the appropriate time at the meeting of the members. Any member who votes by absentee ballot as above provided and then attends the annual meeting shall not be allowed to vote on any matter during the meeting and shall not have the privilege of receiving door prizes or other benefits at such meeting. The Board of Directors may adopt policies, rules and regulations governing the casting of absentee ballots and the delivery of such ballots to the place of the annual meeting.

2.07 Credentials and Election Committee. The Board of Directors shall, at least 60 days before any annual meeting of the members, appoint a Credentials and Election Committee composed of members who are not officers or directors of the Cooperative or candidates for such positions nor employees of the Cooperative, which shall be responsible for supervising the procedures for election of directors, the counting of all ballots or votes cast and for ruling on the effect of any ballots or votes irregularly marked or cast and on all other questions that may arise relating to member voting and the election of directors, including but not limited to, the validity of petitions of nomination or qualification of candidates and the regularity of the nomination and election of directors. Any committee member related within the second degree by affinity or consanguinity, computed according to the civil law, to any candidate for director shall refrain from participating in any deliberation or vote of the committee concerning such candidate. The Committee shall be composed of not less than five (5) nor more than fifteen (15) members.

The Credentials and Election Committee shall meet within five (5) days after the deadline for filing petitions to pass on the validity of petitions, qualifications of candidates, and carry out other duties.

2.08 Robert’s Rules of Order. Parliamentary procedure at the annual meeting of the members shall be governed by the most recent edition of Robert’s Rules of Order; except to the extent such procedure is otherwise controlled by law or the Articles of Incorporation or these Bylaws. Any failure to conduct the meeting in compliance therewith, however, shall not render invalid any action taken at the meeting unless objection citing such failure is made at the time such action is taken.

ARTICLE III — DIRECTORS

3.02 Election of Directors. At each annual meeting, directors shall be elected by

the members to serve for a period of three (3) years and until the third succeeding annual meeting of the members after each director was elected or, notwithstanding the foregoing, until their successors shall have been elected and shall have qualified. Election of directors shall be by secret ballot unless there is only one member nominated for each seat coming vacant on the Board of Directors and the membership votes at the meeting to waive election by secret ballot.

Districts. The Board of Directors shall create four (4) member Districts to be established generally and equitably such that each director shall represent an approximate equal number of members. The Districts shall be represented by a map on file with the corporate records at the main office and available for inspection or copy upon request by any member. The Board of Directors shall name each District and shall have the duty of informing each and every member of the Cooperative of the District divisions. Each District shall have at least one (1) director on the Board during any given term. The Board of Directors shall on a regular basis, but not less than once every three years, examine the district boundaries and make changes as needed to ensure fair representation as the geographical distribution of the membership changes.

3.03 Qualifications of Directors. No member shall be eligible to be elected, remain, or be re-elected a director of the Cooperative unless such member meets the following qualifications:

(a) Such member is a natural person of the age of 18 years or over;

(b) Such member has been a member of the Cooperative and has resided within the HEMC district of which he or she would represent for at least one (1) year prior to the date on which he or she would take office;

(c) Such member is receiving service from the Cooperative at his primary residential abode unless temporarily prevented from doing so by causes reasonably beyond such member’s control. The filing of a claim for homestead exemption shall be conclusive proof of the place of primary residence; proof of place of primary residence of a person who does not claim a homestead exemption shall be made by such evidence as shall be satisfactory to the Credentials and Election Committee;

(d) Such member is not in any way employed by or financially interested in an enterprise competing with the Cooperative. As used herein, “financially interested” shall mean ownership of more than a five percent (5%) interest of any sort in any such enterprise;

(e) Such member is not an employee of the Cooperative;

(f) Such member is not related to another director of the Cooperative in the first or second degree by affinity or consanguinity; and

(g) Such member is not the spouse of or otherwise related to a permanent, full-time employee of the Cooperative in the first or second degree by blood or marriage. A Board member who becomes related to another director or permanent employee as provided herein may complete his or her term on the

Board but shall not be eligible for re-election so long as the relationship exists. Notwithstanding the requirements of this paragraph, any duly elected director in office as of January 1, 2006, shall be eligible for re-election to the Board in any subsequent year as long as all other qualifications are met.

(h) Such member has not been employed on a part-time, full time or contract basis, by the Cooperative within the previous thirty-six (36) months.

(i) Such member is not a former employee currently receiving employment-related benefits from the Cooperative, e.g. retirement, medical insurance benefits, etc.

(j) Such member shall not have ever been convicted of a felony crime.

(k) Such member shall not have ever filed for personal bankruptcy.

(l) Such member shall not have been disconnected from electric service for failure to make payment within the previous five (5) years.

(m) Candidate affidavit. The member seeking election to the office of director shall provide a signed affidavit, in the form provided by the Cooperative, confirming their qualifications as outlined in this section for consideration as a director and authorizing the Cooperative to conduct criminal background checks and credit reports in accordance with applicable statutes.

3.04 Nominations by Nominating Committee. It shall be the duty of the Board to appoint, not less than 95 days before the date of each annual meeting or other meeting at which directors are to be elected, a Nominating Committee whose members shall be selected by the Board so as to give equitable representation to the geographical areas served by the Cooperative. No Board member shall be appointed to the Nominating Committee. It shall be the duty of the Nominating Committee to meet at least fifty (50) days prior to such meetings and to nominate one or more candidates for the directorships that are to be filled at such meetings.

3.05 Nominations by Petition. Other nominations for such elections may be made by written petition signed by not less than fifty (50) members which shall be submitted to the Secretary of the Cooperative or his nominee not less than forty-five (45) days prior to such meeting.

3.07 Election. Directors will be elected at large. An immediate drawing by lot shall resolve, where necessary, any tie votes.

3.10 Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors, an allowance for insurance, a fixed sum paid on a per diem basis and expenses associated therewith may be allowed for attendance at:

(a) Each meeting of the Board of Directors.

(b) Each meeting of a committee of the Board of Directors.

(c) Each state, regional or national meeting, convention, seminar, institute or clinic, provided that such attendance has been previously authorized by the Board of Directors.

(d) Any other meetings at which attendance is specifically authorized by the Board of Directors.

A complete set of bylaws is available at the Habersham EMC offices in Clarkesville and Cleveland.