Notice of meeting

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (Code 1981, § 14-2-822, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 8.22. This replaces provisions formerly found in § 14-2-148(b) & (d). Regular meetings of the board of directors may be held without notice and special meetings require only two days’ notice unless other requirements are imposed by the articles of incorporation or bylaws. The notice may be written or oral. Also, no statement of the purpose of either a regular or special meeting is necessary unless required by the articles of incorporation or bylaws. These requirements differ from 236 14-2-823 the requirements applicable to meetings of shareholders because of fundamental differences in their roles: directors are expected to be more closely involved in corporate affairs than shareholders, and meetings of directors are held more systematically and regularly than meetings of shareholders. They continue the practice of former Georgia law, § 14-2-148(b) and (d). Cross-References Action without meeting, see § 14-2-821. Articles of incorporation, see § 14-2-202 and Article 10, Part 1. Bylaws, see § 14-2-206 and Article 10, Part 2. Effective date of notice, see § 14-2-141. Meetings of board of directors, see §§ 14-2-820 & 14-2-821. ‘‘Notice’’ defined, see § 14-2-141. Waiver of notice, see § 14-2-823.