Currently, the first sentence of Section 1 reads as follows: 

The business and affairs of the Cooperative shall be managed by a Board of seven (7) Directors.

The board has recommended the following change to the sentence: 

The business and affairs of the Cooperative shall be managed by a Board of five (5) Directors.

This section currently reads as follows:

The Board shall be composed of one Director from each of the following counties of the State of Georgia: Catoosa, Walker, Chattooga, Gordon, Murray, Whitfield, and Floyd. 

The board has recommended the following edits to this section: 

The Board shall be composed of one Director from each of the following districts.

District 1: Generally, the northwest region of Catoosa County.

The borders of this district begin at the northwest corner of the Catoosa County line and extend east along the county line to its intersection with Highway 151. Continuing south, the border follows Highway 151 and its connection via Highway 40 to the intersection with Poplar Springs Road. From this intersection, the border continues southwest along Poplar Springs Road until it intersects Three Notch Road, south along Three Notch Road until it intersects Old Three Notch Road and south along Old Three Notch Road until it meets the Catoosa County line. The border will then extend west and north along the county line back to the extreme northwest corner of Catoosa County.

District 2: Parts or all of three (3) counties: the northeast corner of Catoosa County, the north/northeast region of Whitfield County, and all of Murray County as defined by NGEMC’s service area.

The borders of this district begin at the intersection of Highway 151 and the northern Catoosa County line and extend eastward along the Catoosa County line to the northern Whitfield County line. The border continues eastward along the full length of the Whitfield and Murray County borders. The border then continues southward along the full length of the eastern Murray County border and westward along the full length of the southern Murray County border, encompassing all Murray County territory within NGEMC’s service area.  From the southwest corner of the Murray County line, the border of District 2 extends northward along the western Murray County line until it intersects Highway 76. The district border then extends westward along Highway 76 until it intersects with the Dalton Bypass. The border then follows The Dalton Bypass northward to its intersection with Highway 71/Cleveland Highway, then extends northward along Highway 71/Cleveland Highway to its intersection with Highway 2. From this intersection, the border continues westward along Highway 2 until it joins Highway 41. From this point the border extends westward along Highway 41/Highway 2 until it intersects with Highway 151. The border continues northward along Highway 151 until it meets the northern Catoosa County line.

District 3: Parts of two (2) counties: central Catoosa County mid-western and southern Whitfield County.

The borders of this district begin at the intersection of Three Notch Road and Davis Ridge Road in Catoosa County. From the intersection, the border continues northward along Three Notch Road to its intersection with Poplar Springs Road and extends northeast from that point along Poplar Springs Road until it meets Highway 151. The border extends northward from this intersection along Highway 151 to its intersection with Highway 41/ Highway 2. The border then extends eastward, following Highway to the intersection of Highway 71/Cleveland Highway. The border continues southward along Highway 71/Cleveland Highway to the North Dalton Bypass. From this intersection, the border extends eastward along the North Dalton Bypass to its intersection with Highway 52. From this point, the border continues eastward to the eastern Whitfield County line. The border follows the county line south to the southern Whitfield County Line, west to the western Whitfield County line, and northward along the western Whitfield County line until it intersects East Nickajack Road. The border the continues west into Catoosa County along East Nickajack Road until it meets Highway 151. From this intersection, the border continues northward along Highway 151 to its intersection with Mount Pisgah Road. From this point, the border continues westward along Mount Pisgah Road to its intersection with Hamill Hollow Road, then follows Hamill Hollow Road westward to its intersection with Davis Ridge Road. The border extends from this intersection northward along Davis Ridge Road until it meets Three Notch Road.

District 4: All of Walker County and the southern region of Catoosa County.

The borders of this district begin at the northwest corner of the Walker County line and extend eastward along the full length of the northern Walker County line. The border then follows the eastern Walker County line southward and eastward until it intersects Old Three North Road. At this point, the border follows Old Three Notch Road northward to its intersection with Three Notch Road. At the intersection the border extends eastward along Three Notch Road to Davis Ridge Road. At this point the Border continues along Davis Ridge Road until it meets Hamill Hollow Road. From this point, the border follows Hamill Hollow Road to Mount Pisgah Road and follows Mount Pisgah Road eastward to Highway 151. From this point, the border continues southward along Highway 151 until it intersects East Nickajack Road and follows this road to the eastern Catoosa County line. At that point, the border continues southward along the remainder of the eastern county lines of Catoosa and Walker counties. At the southeast corner of the Walker County line, the border extends westward along the full length of the southern Walker County line and northward along the entire length of the western county line back to the northwest corner of the Walker County line.

District 5: Chattooga, Floyd, and Gordon Counties

Borders include everything within these counties as defined by NGEMC’s service area.

Currently, this section reads as follows: 

Directors shall be so nominated and elected that Directors from Walker and Murray Counties shall be elected for three-year terms at an annual member meeting; Directors from Whitfield, Catoosa, and Chattooga Counties shall be elected for three-year terms at the next succeeding annual member meeting; and Directors from Gordon and Floyd Counties shall be elected for three-year terms at the next succeeding annual member meeting, and so forth. Upon their election, Directors shall, subject to the provisions of these Bylaws with respect to the removal of Directors, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified; PROVIDED, However, the office of a Director shall automatically become vacant if he misses as many as six consecutive regular meetings of the Board during any twelve (12) consecutive such meetings, unless a two-thirds majority of the remaining Directors resolves that (1) there was good cause for such absences and (2) such cause will not likely result in such absences during the next ensuing twelve (12) consecutive regular Board meetings. If for any reason an election of Directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special or the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose Directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.

The board has recommended the following change to this section: 

Effective August 15, 2022, the incumbent Catoosa County Director shall become the Director of District 1; the incumbent Murray County Director shall become the Director of District 2; the incumbent Whitfield County Director shall become the Director of District 3; the incumbent Walker County Director shall become the Director of District 4; and the incumbent Chattooga County shall become the Director of District 5.  The term of the Directors for District 1 and District 3 shall expire at the annual meeting of 2023; the term for the Director for District 5 shall expire at the annual meeting of 2024; and the term for the Directors of District 2 and District 4 shall expire at the annual meeting of 2025.

Directors shall be so nominated and elected that Directors from District 1 and District 3 shall be elected for three-year terms at the 2023 annual member meeting; the Director from District 5 shall be elected for a three-year term at the next succeeding annual member meeting; and Directors from District 2 and District 4 shall be elected for three-year terms at the next succeeding annual member meeting, and so forth. Upon their election, Directors shall, subject to the provisions of these Bylaws with respect to the removal of Directors, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified; PROVIDED, However, the office of a Director shall automatically become vacant if the director misses as many as six consecutive regular meetings of the Board during any twelve (12) consecutive such meetings, unless a two-thirds majority of the remaining Directors resolves that (1) there was good cause for such absences and (2) such cause will not likely result in such absences during the next ensuing twelve (12) consecutive regular Board meetings. If for any reason an election of Directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special or the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose Directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.

Currently, the first paragraph of this section has several references to the "county" instead of "district" whose director seat is up for election and reads as follows:

It shall be the duty of the Board of Directors to appoint, not less than ninety (90) days nor more than one-hundred seventy-five (175) days before the date of the annual meeting of the members at which Directors are to be elected, a "Nominating Committee," from each county for which a Director will be elected at the upcoming annual meeting. Each nominating committee shall consist of not less than three (3) nor more than five (5) members who are not existing Cooperative employees, or known candidates for Director, and who are not close relatives (as hereinafter defined) or members of the same household thereof. In addition, the Board shall appoint at least two (2) Directors whose offices are not up for re-election to serve on each such committee. Each Nominating Committee, as duly constituted, and with a majority of those members selected from the County (excluding current Directors) present shall conduct such meetings, as may be necessary, to nominate a Director for election at the annual membership meeting; PROVIDED, However, that a Nominating Committee shall not make a nomination until it shall have first determined that the nominee is qualified to serve as a Director, in accordance with the provisions of Article IV, Section 3, hereof, and if elected, will serve. Each committee shall prepare and post at the principal office of the Cooperative, and such other offices as the Cooperative may have in each County, at least sixty (60) days before the annual meeting, its nomination for Director to be elected, pursuant to this Article, at the meeting. Any fifty (50) or more members of the Cooperative from such County in which a Director is being elected, acting together, may make additional nominations, in writing over their signatures, not more than one hundred seventy-five  (175) days, nor less than seventy-five (75) days prior to the annual meeting, and the Secretary of the Cooperative shall post such nominations at the same place or places where the Committees' nominations are posted, not less than forty-five (45) days prior to the annual meeting.

The board has recommended the following changes to this paragraph:  

It shall be the duty of the Board of Directors to appoint, not less than ninety (90) days nor more than one-hundred seventy-five (175) days before the date of the annual meeting of the members at which Directors are to be elected, a "Nominating Committee," from each district for which a Director will be elected at the upcoming annual meeting. Each nominating committee shall consist of not less than three (3) nor more than five (5) members who are not existing Cooperative employees, or known candidates for Director, and who are not close relatives (as hereinafter defined) or members of the same household thereof. In addition, the Board shall appoint at least two (2) Directors whose offices are not up for re-election to serve on each such committee. Each Nominating Committee, as duly constituted, and with a majority of those members selected from the district (excluding current Directors) present shall conduct such meetings, as may be necessary, to nominate a Director for election at the annual membership meeting; PROVIDED, However, that a Nominating Committee shall not make a nomination until it shall have first determined that the nominee is qualified to serve as a Director, in accordance with the provisions of Article IV, Section 3, hereof, and if elected, will serve. Each committee shall prepare and post at the principal office of the Cooperative, and such other offices as the Cooperative may have in each district, at least sixty (60) days before the annual meeting, its nomination for Director to be elected, pursuant to this Article, at the meeting. Any fifty (50) or more members of the Cooperative from such district in which a Director is being elected, acting together, may make additional nominations, in writing over their signatures, not more than one hundred seventy-five  (175) days, nor less than seventy-five (75) days prior to the annual meeting, and the Secretary of the Cooperative shall post such nominations at the same place or places where the Committees' nominations are posted, not less than forty-five (45) days prior to the annual meeting.

Currently, the last sentence of this section reads as follows: 

The meeting will be deemed to take place in the County where the majority of the participants are located.

The board has recommended the following change to this sentence: 

The meeting will be deemed to take place in the district where the majority of the participants are located.