The members of GreyStone Power Corporation (the “Cooperative”) are hereby notified that proposed amendments to the Cooperative’s Bylaws will be voted on by the members at the 2017 annual meeting of the Cooperative’s members, which will take place at the Cooperative’s Headquarters in Douglasville, Georgia on Saturday, October 14, 2017, beginning at 8:00 a.m. The Board of Directors has endorsed the proposed changes, and asks that they be considered and voted upon by the membership. A summary explanation and the full text of the proposed Bylaw changes are set forth below.
Summary Explanation: The proposed bylaw revision, if adopted, will: (1) change the threshold for victory in a director election from a plurality of votes cast to a majority of votes cast; and (2) create a runoff procedure for director elections in instances that no candidate receives a majority of votes cast.
The complete text of the proposed bylaw amendments requiring member approval is set forth below:
The Board of Directors recommends that the members approve of the following revisions to the Cooperative’s Bylaws (text that is deleted is in red and stricken, text that is added is in blue and underlined):
Section 4.06. Manner of Voting in Contested Director Elections.
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(c) Directors shall be elected by a plurality majority of the valid votes cast by the members. Should two candidates tie for the highest vote, then the winner shall be determined by the drawing of lots conducted by the Credentials and Election Committee at the Annual Meeting of members. Should no candidate receive the requisite majority vote, the winner shall be chosen by additional secret ballots between the two candidates receiving the highest number of votes in the prior balloting. The runoff election will be conducted no sooner than fourteen (14) and no later than ninety (90) days after the Annual Meeting of members in which the election occurred.
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(e) If there is a contested election, the Credentials and Elections Committee shall oversee the preparation and mailing of ballots to all members in good standing on the record date set by the Cooperative, not more than ninety (90) days prior to the date of the Annual Meeting of members and any runoff election.