• § 46-3-290 - Management of Business and Affairs of Electric Membership Corporation by Board of Directors; Knowledge of Limitations on Directors' Authority Required; Qualifications; Compensation and Reimbursement for Expenses
  (a) Subject to the provisions of the articles of incorporation or the bylaws, the business and affairs of an electric membership corporation shall be...
• § 46-3-291 - Number of Directors; Statement of Names and Addresses of Initial Directors in Articles of Incorporation; Duration of Director's Service in Office
  (a) The number of directors of an electric membership corporation shall not be less than three. Subject to such limitation, the number of directors...
• § 46-3-292 - 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...
• § 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...
• § 46-3-294 - Vacancies on Board of Directors Generally
  Unless the articles of incorporation or bylaws otherwise provide: (1) Except as provided in paragraphs (2) and (3) of this Code section, any vacancy...
• § 46-3-295 - 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...
• § 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...
• § 46-3-297 - Executive Committee and Other Committees
  (a) Unless prohibited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full...
• § 46-3-298 - Place, Time, and Notice of Directors' Meetings; Waiver of Notice; Adjournment of Meetings; Notice of Adjournment; Manner of Calling Meetings
  (a) Unless the articles of incorporation or bylaws otherwise provide, meetings of the board of directors, whether regular or special, may be held either...
• § 46-3-299 - Action by Directors Without a Meeting
  Unless otherwise provided by the articles of incorporation or bylaws, any action required by this article to be taken at a meeting of the...
• § 46-3-300 - Dissent by a Director
  A director of an electric membership corporation who is present at a meeting of the electric membership corporation's board of directors at which action...
• § 46-3-301 - Election or Appointment of Officers Generally
  (a) The board of directors shall elect or appoint a president, a secretary, and a treasurer. Other officers may be elected or appointed either...
• § 46-3-302 - Removal of Officers; Filling of Vacancies
  (a) Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the...
• § 46-3-303 - Duty of Directors and Officers to Act in Good Faith and With Due Diligence, Care, and Skill; Reliance on Financial Information Prepared by Others
  Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care, and skill which...
• § 46-3-303.1 - Standard of Care for Directors and Officers in Discharge of Duties on or After July 1, 1988; Reliance Upon Financial Information
  (a)(1) A director shall discharge his duties as director, including his duties as a member of a committee: (A) In good faith; and (B)...
• § 46-3-304 - Actions Against Directors and Officers
  (a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors...
• § 46-3-305 - Interested Directors and Officers
  (a) No contract or transaction between an electric membership corporation and one or more of its directors or officers, or between an electric membership...
• § 46-3-306 - Indemnification of Officers, Directors, Employees, and Agents; Purchase and Maintenance of Liability Insurance; Notice to Members of Payment of Indemnification
  (a) As used in this Code section, the term "the electric membership corporation" shall include, in addition to the surviving or new electric membership...

Last modified: October 14, 2016