(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation’s shares shall constitute bylaws adopted by the shareholders for all purposes of this chapter. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (Code 1981, § 14-2-206, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 3.) 60
Source: Model Act § 2.06. The only departure from former law, § 14-2-176(a), is that it made no provision for action by incorporators. Note to 1993 Amendment A number of provisions of the Business Corporation Code reserve the authority to adopt specific bylaws to the shareholders (e.g. O.C.G.A. §§ 14-2-801(b); 14-2-806; 14-2-856 and 14-2-1021). The 1993 amendment is intended to clarify that bylaws adopted in connection with the initial organization of the corporation may include such provisions without requiring subsequent shareholder ratification. Cross-References Amendment of bylaws, see §§ 14-2-1020 et seq., 14-2-1113, and 14-2-1133. Directors: Action without meeting, see § 14-2-821. Committees, see § 14-2-825. Election by shareholders, see § 14-2-728. Emergency bylaws, see § 14-2-207. Majority vote at meeting, see § 14-2-824. Nominee registration of shares, see § 14-2-723. Notice of meeting, see § 14-2-822.