Plan to Attend Canoochee EMC’s 86th Annual Meeting of Members

Tuesday, Oct. 8

Tattnall-Evans Campground, Claxton, Ga.

Below are excerpts from Canoochee EMC’s Bylaws pertaining to the Nomination Committee and election of the Canoochee Board of Directors:

Article III-Directors

SECTION 3.01 GENERAL POWERS OF BOARD OF DIRECTORS.

The business and affairs of the cooperative shall be managed by a board of nine directors which shall exercise all the powers of the cooperative except such as are by law or by the Articles of Incorporation of the cooperative or by these Bylaws conferred upon or reserved to the members.

SECTION 3.02 CLASSES OF DIRECTORS–ELECTION AND TENURE IN OFFICE.

The nine members of the Board of Directors are divided into three classes. At each Annual Meeting of Members, a class of three directors shall be elected by the members to serve for a period of three years and until the third succeeding Annual Meeting of Members after each director was elected, or notwithstanding the foregoing, until their successors shall have been elected and qualified. Directors shall be elected by the majority of the valid votes cast by the members. Voting in the election of directors shall be by secret ballot; provided, however that when a nominee has no opposition, secret ballots shall be dispensed with in respect to that particular election, and voting may be conducted at the annual meeting by voice vote or in any other proper manner. In order to give equitable representation to the geographic area served by the cooperative, only one director from each of the nine districts shall serve on the Board at one time, as described, and delineated by these Bylaws. Each district shall be represented by one board member.

The nine districts are as follows:

District 1

North border: Evans/Tattnall county line from Highway 169 to Fort Stewart boundary

East border: County Road 364 (Area Road) from Evans/Tattnall county line south along the Fort Stewart boundary to the southern border, where East Hencart Road crosses Beards Creek

South border: East Hencart Road through Glennville, crossing Highway 301, then Highway 23/57 and continues west to Carl Dasher Road, then northwest up to Highway 169

West border: Highway 169 north from Carl Dasher Road up to the Evans and Tattnall county line

District 2

North border: Our service area territory at the Tattnall/Candler county line from Griffin Ferry Road east to Highway 129

East border: Highway 129 south to Old Anderson Church Road to Highway 292, then to

Burkhalter Road to the Old Reidsville/Collins Road into Reidsville

South border: Dips south from Reidsville on Highway 147 to Rogers Road, then turns northwest toward Toombs County

West border: From our service territory east of Highway 1 and Highway 178

District 3

North border: Fort Stewart area boundary from Moody Bridge Road east to Frank Cochran Drive in Hinesville

East border: From our service territory in Hinesville south to Tibet at Highway 57

South border: State Highway 57 to Ludowici, then on to Holmes Theus Road (borders service territory)

West border: Holmes Theus Road to Moody Bridge Road north to Highway 196 and Fort Stewart boundary

District 4

North border: Service territory boundary between Canoochee River and Stubbs Road

East border: Stubbs Road from north service boundary south to Fort Stewart boundary

South border: Fort Stewart boundary from Canoochee River to Stubbs Road

West border: Evans/Bryan county line from north service boundary south to Fort Stewart boundary

District 5

North border: Kennedy Bridge Road at Highway 129 south on Highway 129 to Fire Tower Road (County Road 188)

East border: Fire Tower Road south to Hagan, then on to Perkins Mill Road southeast to Highway 301, then south to Evans/Tattnall county line

South border: Evans/Tattnall county line from Old Hagan Road west crossing Highway 169 to Bubba Kennedy, then north on Carl Beecher Road

West border: Carl Beecher Road to Eastside Drive around Reidsville to Old Reidsville/Collins Road, then Burkhalter Road to Highway 129

District 6

North border: Highway 169 west to Bubba Kennedy, then north on Carl Beecher Road and Eastside Drive around Reidsville to Old Reidsville/Collins Road north of Reidsville

East border: Highway 169 south to Albert Rahn/Carl Dasher Road over to Harris Kicklighter/ Bluff Lake Road to the Altamaha River

South border: Altamaha River from Bluff Lake Road to the south end of District 2

West border: Highway 147 south of Reidsville to south end of District 2 at Rogers Road

District 7

North border: Northern service boundary from Highway 129 east to the Canoochee River

East border: Canoochee River south to Fort Stewart boundary down to the Evans/Tattnall county line and County Road 364 (Area Road)

South border: Evans/Tattnall county line and Fort Stewart boundary west to Highway 301

West border: Old Hagan Road at Evans/ Tattnall county line north to Tattnall Street and into Claxton-Firetower Road north to Highway 129 up to end of service territory

District 8

North border: Harris Kicklighter Road at West Hencart Road east to Beards Creek and Fort Stewart boundary, then east to Moody Bridge Road and Fort Stewart boundary

East border: Holmes Theus Road to Moody Bridge Road north to Highway 196 and Fort Stewart boundary

South border: Altamaha River from Holmes Theus Road northwest to west border at Bluff Lake Road (east border of District 6)

West border: Bluff Lake Road north to Baxter Durrence Road, then Harris Kicklighter Road to Carl Dasher Road

District 9

North border: North service territory from intersection of Highway 280 and Highway 80 east to Stubbs Road

East border: Service territory to Fort Stewart boundary

South border: Ogeechee River and Fort Stewart boundary

West border: Stubbs Road from north service boundary south to Fort Stewart boundary

SECTION 3.03 QUALIFICATION OF DIRECTORS.

No person shall be eligible to become or remain a board member of the cooperative:

(a) Who is not a natural person and must be of legal age to conduct business in the state of Georgia.

(b) Who is not a member of the cooperative.

(c) Who is not a bona fide resident of the area served by the cooperative.

(d) Who is employed by or financially interested in an enterprise competing with the cooperative EXCEPT when such employment or financial interest in the judgment of the directors excluding the director in question, is so inconsiderable and incidental as to pose no reasonable prospect of a conflict of interest.

(e) Who has been an employee of the cooperative within five years of the date of the annual meeting in which the directorship is to be voted upon.

(f) Who is related either by blood or marriage down to but not including first cousins to any member of the Board of Directors, chief executive officer or any employee of the cooperative, excluding nephews and nieces by marriage.

(g) Who is not fully current with all indebtedness and obligations to the cooperative.

Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the Board shall remove such member from office.

SECTION 3.04 NOMINATIONS BY NOMINATING COMMITTEE.

It shall be the duty of the Board to appoint, not less than 66 days before the date of each Annual Meeting or other meeting at which directors are to be elected, a Nominating Committee of active members who shall be selected by the Board so as to give equitable representation to the geographical areas served by the cooperative. No member shall be appointed to the Nominating Committee who is related either by blood or marriage down to but not including first cousins to any member of the Board of Directors, chief executive officer or any employee of the cooperative, excluding nephews and nieces by marriage. It shall be the duty of the Nominating Committee to meet at least 56 days prior to such meeting and to nominate one or more candidates for the directorships that are to be filled at such meeting.

SECTION 3.05 NOMINATION BY PETITIONS.

Other nominations for such elections may be made by written petition, signed by not less than 25 active members and submitted to the secretary of the cooperative or his nominee not less than 51 days prior to such meeting. The secretary shall include same in the notice to the members of the meeting at which the election is to be held.

SECTION 3.06 NOTICE OF NOMINEES.

The secretary shall be responsible for posting at the headquarters of the cooperative the nominees for the election made by the Nominating Committee and by petition if such petition is received 51 days prior to such meeting, and shall include same in the notice of the members for the meeting at which the election is to be held.

SECTION 3.07 NOMINATIONS FROM THE FLOOR.

Additional nomination for the election of directors shall not be made from the floor.

SECTION 3.08 ELECTION.

Directors shall be elected by a majority of the votes cast by members or those authorized to vote for them pursuant to Section 2.05 and subsection 2.05.01 of the Bylaws at the meeting in which the election is to be held. Should no candidate receive a majority vote, then successive ballot(s) shall be taken between the two highest candidates until one of the candidates receives a majority of the vote.

SECTION 3.09 VACANCIES.

Vacancies occurring on the Board of Directors shall be filled by a majority vote of the remaining directors and directors thus elected shall serve until expiration of the term of the directors causing such vacancy.

SECTION 3.10 FAILURE OF COMPLIANCE.

Failure to comply with any of the provisions of these articles as to the election of directors, except bad faith or intentional failure to comply, shall not affect the validity of the election of any directors. In no event shall it invalidate the action of all or any of the directors taken thereafter.

SECTION 3.11 COMPENSATION.

Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors, a fixed sum paid per diem basis and expenses therewith may be allowed for attendance at each meeting of the Board of Directors and such other meetings at which attendance and compensation is specifically authorized by a special or continuing resolution of the Board of Directors.

SECTION 3.12 EMERITUS DIRECTOR.

The position of an emeritus director is hereby established to act as a goodwill ambassador helping to educate the cooperative members and continuing to support Canoochee EMC in its business endeavors. A director shall become eligible for election by the Board of Directors to the position of emeritus director upon all of the following:

(a) Having attained his/her 62nd birthday;

(b) Having served nine consecutive years on the Board of Directors;

(c) Having filed his/her written request to become an emeritus director; and,

(d) Being, at the time of his/her election, a member of the cooperative.

An emeritus director shall upon request of the Board of Directors, attend meetings of the Board of Directors but shall have no vote on any matter pending before the Board of Directors. The emeritus director shall not receive any compensation by virtue of his/her position or services as an emeritus director, nor shall he/she receive reimbursement for expenses incurred in his/her duties as an emeritus director, except in instances in which the emeritus director is given specific assignments by the Board of Directors and in such cases, the emeritus director shall receive per diem and mileage in an amount to be determined by the Board. Notwithstanding the foregoing, however, the cooperative shall provide medical and hospital insurance to the same extent, as such coverage is from time to time provided to employees and Directors of the cooperative.

Such emeritus status may be revoked by vote of two-thirds of the Board of Directors.

SECTION 3.13 POLICIES, RULES AND REGULATIONS.

The Board of Directors shall have power to make and adopt such policies, rules and regulations not inconsistent with the law or the Articles of Incorporation or Bylaws of the cooperative as it may deem advisable for the management, administration and regulation of the business and affairs of the cooperative.