MG_NL_0705

GEORGIA MAGAZINE

Middle Georgia EMC Newsletter

Middle Georgia EMC Bylaws

ARTICLE II

MEETINGS OF MEMBERS

Section 1. Annual Meeting. The annual meeting of the members shall

be held during the month of July of each year on such day during such week
as designated by the Board of Directors. The annual meeting of the mem-
bers shall be held at such place in Dooly County, Georgia, as shall be des-
ignated in the notice of the meeting, for the purpose of electing
directors, passing upon reports covering the previous 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 Corporation.

Section 2. Special Meetings. Special meetings of the members may

be called by a majority vote of the Board of Directors or upon written
request signed by at least 10% of all the members, and within five (5)
business days after notification of such action, it shall be the duty of the
Secretary to cause notice of such meeting to be given as hereinafter
provided. Special meetings of the members shall be held at such place
in Dooly County, Georgia, as may be specified in the notice of the
special meeting.

Section 3. Notice to Members. Written or printed notice of the

annual meeting shall be given to each member not less than fifteen (15) days
nor more than thirty (30) days before the date of the meeting, either per-
sonally, by mail, or by newsletter. Said notice shall state the place, the day
and hour of the meetings; the director posts to be filled and the terms of
each; and shall further show separately the nominations made by the com-
mittee on nominations and the nominations made by the petition, if any, to
each post.

If mailed, such notice shall be deemed to be delivered when deposit-

ed in the United States mail addressed to the member at the member's
address as it appears on the records of the Corporation with postage there-
upon prepaid. The failure of any member to receive notice of any annual
meeting or special meeting of the members shall not invalidate any action
which may be taken by the members at any such meeting. Written or print-
ed notice of any special meeting shall be given to each member stating the
place, day, hour of the meeting, and the purpose or purposes for which such
special meeting is called, not less than seven (7) days before the date of
the meeting, either personally or by mail. (As to amending the bylaws, see
Article XIII.)

Section 4. Quorum. Fifty (50) members or 1% of the members to

whom the notice of the meeting is given, whichever is less, present in per-
son, shall constitute a quorum for the transaction of business at all meetings
of the members in case of a joint membership, the presence at a meeting of
either husband or wife, or both, shall be regarded as the presence of one
member. If less than a quorum is present at any meeting, a majority of those
present in person may adjourn the meeting to another time without further
notice.

Section 5. Voting. (A). Each member shall be entitled to one (1) vote

upon each matter submitted to a vote. All questions shall be decided by a
vote of the members in attendance, voting thereon in person. Voting shall
not be permitted by mail or by proxy. Voting for directors shall be
secret ballot, except as otherwise provided in these bylaws, and on all other
questions may be by voice vote. If the husband and wife hold a joint mem-
bership, they shall be jointly entitled to one (1) vote and no more in each
matter submitted to a vote at a meeting of the members. At all meetings of
the members, a majority of the members voting upon any questions shall
decide the issue except as otherwise provided by law, the Articles of
Incorporation of the Corporation, or by these bylaws.

(B). The chairman of the board, the president and vice president, the

secretary, or the treasurer or other officer of the Corporation, club, school,
church, or unincorporated association which is a member of the Cooperative
shall be deemed by the Cooperative to have authority to vote such mem-
bership and to execute written waivers and consents in relation thereto,
unless before a vote is taken or a waiver or consent is acted upon it is made
to appear by a certified copy of the bylaws or resolution of the Board of

Directors, executive committee, or other governing body of the Corporation,
club, school, church, or unincorporated association holding such member-
ship that such authority is vested in some other officer or person. In absence
of such certification, a person executing any such waiver or consent or pre-
senting himself or herself at a meeting as one of such officers of such a mem-
ber shall be deemed prima-facie to be duly elected, qualified, and acting as
such officer and to be fully authorized to so act in case of conflicting repre-
sentation, such member shall be deemed to be represented by its senior offi-
cer in the order first stated in this section.

(C). The Board of Directors, before or during an annual meeting, may

appoint a credentials and elections committee, if needed. This committee
shall be composed of members who are not officers or directors of the
Corporation or candidates for such positions. This committee shall be
responsible for 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 ques-
tions that may arise relating to a 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 elec-
tion of directors. Any committee member related within the third 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.

Section 6. Determination and Certification of Questions

Submitted to Vote. The result of any election for directors as declared by
the Chairman and Secretary of the meeting from certification of the tally votes
by the credentials and elections committee, shall be final as to the
result. The Secretary of the meeting shall certify and the Chairman shall
approve the result of said election and the successful candidates therein, and
shall cause the same to be transmitted forthwith to the Secretary of the Board
of Directors of the Corporation, who shall record said results in the records
of the Corporation. All other questions, matters or actions, including amend-
ments to the bylaws, and the result reported to the Secretary of the Board of
Directors and recorded in the records of the Corporation by the Secretary of
the Board of Directors.

Section 7. Order of Business. Unless otherwise provided in the

Articles of Incorporation or bylaws, meetings of the members shall be con-
ducted in accordance with the latest edition of "Robert's Rules of Order." The
order of business at the annual meeting of the members and, so far as pos-
sible, 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 or 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 of the

members and the taking of necessary action thereof;

(4) Presentation and consideration of reports of officer, of the Manager,

and Committees;

(5) Election of Board Members;
(6) Unfinished business;
(7) New business;
(8) Adjournment.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the

Corporation shall be managed by a Board of nine (9) directors who shall
exercise all of the powers of the Corporation except such as are by law, or
by the Articles of Incorporation of the Corporation, or by these bylaws,
conferred upon or reserved to the members.

Section 2. Voting Districts. The territories served, or to be served by

the Corporation shall be divided into three (3) Districts. Each District shall be
represented by three (3) directors. The voting Districts of the Corporation
shall be as follows:

July 2005

Middle Georgia EMC Newsletter

DISTRICT NO. 1 Dooly County and that part of Macon County

served by the Corporation.

DISTRICT NO. 2 Pulaski County and that part of Houston County

served by the Corporation.

DISTRICT NO. 3 Wilcox County and those parts of Turner County

and Ben Hill County served by the Corporation.

Each of said voting Districts shall provide three (3) directors and no

more. Each director shall be a resident of the area represented.

Section 3. Tenure and Election of Directors. Each director shall be

elected for a 3-year term at the annual meeting and shall serve until the
expiration of his or her term or until a successor has been qualified and
elected. The election of Directors shall be staggered between the different
Districts as set forth in the following guide.

1984

1985

1986

District No. 1

(Post 1)

(Post 2)

(Post 3)

District No. 2

(Post 1)

(Post 2)

(Post 3)

District No. 3

(Post 1)

(Post 2)

(Post 3)

Except as otherwise provided in these bylaws, directors for each

District shall be elected by secret ballot and shall be voted upon only by
those members present in person who reside within each such District. If an
election of directors shall not be held on the day designed herein for the
annual meeting or at any adjournment thereof, the Board of Directors shall
cause an election to be held at a special meeting of the members to be held
not less than seven (7) days nor more than twenty one (21) days thereafter.
Directors shall be elected by a majority vote of the members of each District
and voting in person.

No member shall be eligible to become or remain a director, or to hold

any position of trust in the Corporation, who is not a bona fide
resident of the area served by the Corporation or the District which he's or
she's to represent, or who is in any way related to any incumbent director
or employee of the Corporation within the third degree by affinity or
consanguinity computed according to civil law, or employed by or
financially interested in a competing enterprise or a business selling electric
energy or supplies to the corporation, and no person shall take or hold
office as Director, who is the incumbent of an elective public office in
connection with each remuneration is received either as salary, fee per diem,
or reimbursement for services in any form. No person shall take or hold
office as a director who is an employee of the Cooperative, or has been an
employee of the Cooperative within three (3) years of the date of the annu-
al meeting at which said directorship is to be voted on. When a member-
ship is held jointly by a husband or wife, either one, but not both, may be
elected a director, provided, however, that neither one shall be eligible to
become or to remain a director or to hold a position of trust in the
Corporation unless both shall meet the qualifications herein above set forth.
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 4. Nominations and Elections of Directors. (A).

Nominations: It shall be the duty of the Board of Directors to appoint not
less than forty (40) days nor more than sixty (60) days before the date of a
meeting of the members at which directors are to be elected, a committee
on nominations consisting of not less than seven (7) members, at least two
(2) of whom shall be selected from each District from which a director is to
be elected, no member of the Board of Directors may serve on such a
committee. Members will be informed, either by special mailing or
Cooperative newsletter, of the date, place, and time of the Nominating
Committee meeting at least 15 days and no more than 30 days prior to the
Nominating Committee meeting.

The committee shall prepare and post at the principal office of the

Corporation at least thirty (30) days before the meeting a list of nominations
for directors. One candidate shall be nominated from each District by the
committee.

Fifteen (15) or more members in good standing acting together may

make other nominations by petition not less than thirty (30) days prior to the
meeting. Said member petitioners must be from the District in which the
nomination for director is to be made.

Such petition shall be an original and shall set forth the name of the

nominee, the District and post in which the nominee is to be a candidate,
the date of the meeting of the members at which the said nominee is to
appear on the ballot as a candidate for Director, and shall contain the
signature of each member petitioner. An accepted form of the petition shall
be made available at the corporate headquarters in Vienna, Georgia. All such
nominations by petition shall be filed with the Secretary of the Board of
Directors at the corporate headquarters in Vienna, Georgia, by certified mail
or registered mail, addressed to the Secretary of the Board of Directors,
Middle Georgia Electric Membership Corporation, P. O. Box 190, Vienna,
Georgia 31092, the date of the postmark of said certified or registered
mailing being the date of the filing. The Secretary of the Board of Directors
shall post such nominations at the place where the list of nominations made
by the committee on nominations is posted.

The Secretary shall mail with the notices of the meeting, or separately,

at least fifteen (15) but no more than thirty (30) days before the date of the
meeting, a statement of the number of directors to be elected and the names
and addresses of the candidates. The names of the candidates shall be
arranged by Districts. Such statements shall also designate the candidates
nominated by the committee and those nominated by a petition. No
nominations shall be received from the floor at any meeting of the members
at which directors are to be elected.

At any meeting in which a director shall be removed, the members

residing in the District represented by such director, may, as provided in
these bylaws, elect a successor thereto without compliance with the fore-
going requirements with respect to nominations, provided, however, that
any successor must reside in the same District as the director in respect to
whom the vacancy occurs. Notwithstanding anything herein contained,
failure to comply with any of the provisions of this section shall not affect in
any manner whatsoever the validity of any election of directors.

(B). Election of Directors: Election of Directors shall be by printed or

mimeographed ballot. The ballots shall list the names of the candidates nomi-
nated by the committee on nominations and by petitions. Such names shall be
arranged by Districts and shall be listed in alphabetical order in such Districts.

If there are no nominations by petitioner, the persons nominated by

the committee on nominations may be elected by acclamation of the
members from each District without the necessity of ballot.

Section 5. Removal of Board Members by Members. Any member

may claim charges against a Board member and, by filing with the Secretary
of the Board of Directors such charges in writing, together with a petition
signed by at least ten percent (10%) of the members residing in the District
represented by the Director against whom such charges may be brought,
may request the removal of such Board member by reason thereof. Such
Board member shall be informed in writing of the charges at least ten (10)
days prior to the meeting of the 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 in respect to the charges; and
the person or persons bringing the charges against him or her shall have the
same opportunity. The question of the removal of such Board member shall
have been considered and voted upon at any annual meeting of the mem-
bers, or any special meeting of the members called for that purpose.
Removal of such Board member shall require two-thirds (2/3) vote of the
members from such District and present at such meeting. Such meeting shall
be held at such place in Dooly County, Georgia, as may be designated by
the President, or by resolution of the Board of Directors, and any vacancy
created by such removal may be filled by majority vote of the members from
such District and present at such meeting without compliance with the fore-
going provisions with respect to nominations, provided that the resulting
vacancy, if any, shall be filled by a member residing in the District in which
such vacancy occurs.

Section 6. Vacancies. Subject of the provisions of these laws with

respect to the filling of vacancies caused by the removal of Board members
by the members, a vacancy occurring in the Board of Directors shall be filled
by the affirmative vote of a majority of the remaining Board members for the
unexpired portion of the term.

Middle Georgia EMC Newsletter

Board of Directors

Don Wood

President

Johnny Noble

Vice President

Kay West

Secretary

John David McCall

Treasurer

Jerry F. Rhodes

Director

Royce Conner

Director

Ronnie Fleeman

Director

Ronnie Youngblood

Director

David Dunaway

Director

Davis and Forehand

Attorneys

Staff

Hugh Richardson

General Manager

Lisa Laney

Executive Secretary,

Newsletter Editor

Randy Kent

Office Manager

Mike McGee

Manager of Operations

and Engineering

Vienna Area (229) 268-2671

Rochelle

(Day) (229) 365-2263
(Night) 1-800-342-0144

Hawkinsville

(Day) (478) 892-3436
(Night) 1-800-342-0144

Office Hours

Mon-Fri 8 a.m.-5 p.m.

(Branch offices closed from

12-1 p.m. daily)

Closed Saturday, Sunday and holidays.

There is a dispatcher on call 24 hours

a day for your convenience.

GEORGIA MAGAZINE

Middle Georgia EMC Years of Service award for June 2005

Robert Herman

, Member Services supervisor for the past 29 years.

Years of Service Recognition

Middle Georgia EMC's offices will be closed

on Monday, July 4, 2005.

Holiday Closing

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ou can save a lot of water outdoors by

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Water outdoors when it is cool.

Watering in

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Every few days is

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Save Water Outdoors