Quorum

(a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (d) Unless 20 percent or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. (Code 1981, § 14-3-722, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based on the Model Act and differs substantially from the Business Code. Many nonprofit corporations have low member attendance at meetings and need a low quorum requirement to hold annual, regular or special meetings. In recognition of this fact, this section imposes a low threshold or lower limit of ten percent, subject to the corporation’s articles and bylaws, either of which may impose a higher or lower quorum requirement. The bylaws may provide, for example, that a quorum is composed of those attending the meeting or voting on the matter. In such a case, a quorum would be present if one member attended the 652 14-3-724 meeting or voted on the matter. The low quorum requirement creates the potential for a few members to take over a meeting and vote upon matters not described in the notice. Subsection (d) is designed to mitigate this problem by prohibiting members from voting on a matter not described in the meeting notice unless twenty percent of the voting power is present or represented at the meeting. At special meetings, members may vote only on matters described in the meeting notice. See section 14-3-702(e).