Annual meeting

(a) The annual meeting date for a statutory close corporation is the first business day after the thirty-first day of May unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Code Section 14-2-920 fixes a different date. (b) A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (a) of this Code section. (Code 1981, § 14-2-924, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Statutory Close Corporation Supplement, § 23. There was no comparable provision in former law. Formerly § 14-2-112(b) provided that the default date for all annual meetings was the second Tuesday of the fourth month following the end of the fiscal year of the corporation. This section, which was derived from the Maryland close corporation statute, requires that a statutory close corporation establish a date for an annual shareholders’ meeting but provides that the meeting need not be held unless demanded. Under the Code an annual meeting is mandatory. See Section 14-2-701. Cross-References Annual meetings, see § 14-2-701. Articles of incorporation: amendment, see Article 10, Part 1; generally, see § 14-2-202. Bylaws: adoption, see § 14-2-206; amendment, see Article 10, Part 2. Court-ordered shareholders’ meeting, see § 14-2-703. ‘‘Deliver’’ includes mail, see § 14-2-140. Effective date of notice, see § 14-2-141. Meeting notice, see § 14-2-705.