Membership list for meeting

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of and number of votes each member is entitled to vote at the meeting. Nothing contained in this Code section shall require the corporation to include e-mail addresses or other information for delivery of electronic transmissions on such list. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with 650 14-3-720 the notice of the meeting or upon request or (2) during ordinary business hours at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to members of the corporation. A member, a member’s agent, or a member’s attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection. (c) If the meeting is to be held in person, the corporation shall make the list of members available at the meeting, and any member, a member’s agent, or member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, then the list shall be open to the examination of any member during the duration of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. (d) If the corporation refuses to allow a member, a member’s agent, or a member’s attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this Code section), the superior court, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the members’ list does not affect the validity of action taken at the meeting. (Code 1981, § 14-3-720, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 36.) COMMENT This section is based on the Model Act and differs from its Business Code counterpart. The list of members must be made available both at the meeting and prior to the meeting. Prior to the meeting, the list must be available beginning two business days after notice of the meeting is given, and the list must be available either at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city in which the meeting will be held. The Business Code counterpart requires only that the list be available at the meeting. Like its Business Code counterpart, this section makes the judicial remedy the only sanction for violation of its requirements. The Model Act invalidates action taken at a meeting following a refusal or failure to comply with the membership list inspection rights of this section. This section follows the Business Code approach rather than the Model Act. 651 14-3-721 CORPORATIONS & PARTNERSHIPS 14-3-722 14-3-721. Number of votes to which member entitled; effect of membership in names of two or more persons. (a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect: (1) If only one votes, such act binds all; and (2) If more than one votes, the vote shall be divided on a pro rata basis. (Code 1981, § 14-3-721, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based on the Model Act. It sets forth the basic rule that each member is entitled to one vote on each matter voted on by the members unless the articles or bylaws provide otherwise. Subsection (b) addresses the situation of a single membership held by two or more persons. In the absence of a contrary bylaw provision, if only one person votes, that vote binds the other holders, but if more than one votes, the vote is split pro rata based on the number of persons voting. 14-3-722. Quorum.