Annual meeting

(a) A corporation with members shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws. (c) Annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office or other suitable place. (d) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-705 and 14-3-706. (e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections 14-3-705 and 14-3-706. (f ) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the 641 14-3-701 CORPORATIONS & PARTNERSHIPS 14-3-702 validity of any corporate action. (Code 1981, § 14-3-701, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based both on the Model Act and on its Business Code counterpart. It recognizes that some nonprofit corporations hold regular meetings of members in addition to the required annual meeting of members. Action taken at such regular meetings must comply with the notice requirements of sections 14-3-705 and 14-3-706. Many nonprofit corporations operate informally and may fail to hold an annual members’ meeting. Such a failure neither affects the validity of corporate actions (subsection (f )) nor the status of the directors, who, under section 14-3-805(d), continue to serve until their successors are elected, despite the expiration of their terms. Thus, the corporation can continue to function and the actions taken by the board and the officers and employees will not be subject to invalidation on the basis of the failure to hold the annual members’ meeting. Failure by the board to call the annual meeting, however, might constitute a breach of the duties established in section 14-3-830. Subsection (c) permits annual and regular meetings to be held at the corporation’s principal office or other suitable place. Some nonprofit corporations may not have a ‘‘principal office,’’ and this change is designed to accommodate such situations.