Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-3-602 Consideration for membership in corporation
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Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. (Code 1981, § 14-3-602, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is taken from the Model Act. It affords f…
O.C.G.A. § 14-3-603 Membership not required
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A corporation is not required to have members. (Code 1981, § 14-3-603, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is taken from the Model Act. It is intended to clarify that nonprofit corporations may have members, but are not required to have members.
O.C.G.A. § 14-3-610 Voting rights
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Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as…
O.C.G.A. § 14-3-611 Authority to provide for delegates
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PART 1 VENUE 14-3-601. Resignation by member and effect thereof. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees. PART 4 PART 2 14-3-510. T.14, C.3 Voting rights. Limitatio…
O.C.G.A. § 14-3-612 Liability for dues, assessments, or fees
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A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. (Code 1981, § 14-3-61…
O.C.G.A. § 14-3-613 Remedies of creditors of corporation against members
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(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been 637 14-3-613 CORPORATIONS & PARTNERSHIPS 14-3-620 rendered in favor of the creditor against the corporation and execution has been returned…
O.C.G.A. § 14-3-620 Resignation by member and effect thereof
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(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, alth…
O.C.G.A. § 14-3-630 Authority to provide for delegates
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(a) A corporation may provide in its articles or bylaws for delegates having some or all of the rights and authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of deleg…
O.C.G.A. § 14-3-701 Annual meeting
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(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 re…
O.C.G.A. § 14-3-702 Special meetings
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(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as otherwise provided in the articles or bylaws, if the holders of at least 5 percent of the voti…
O.C.G.A. § 14-3-703 Court-ordered meetings
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(a) The superior court may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney Ge…
O.C.G.A. § 14-3-704 Approval of action without meeting
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(a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by …
O.C.G.A. § 14-3-705 Notice of meeting
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(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this Code section is fair and reasonable, but other means of giving notice may also be fair…
O.C.G.A. § 14-3-706 Waiver of notice
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(a) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the member entitled to the notice, and be delivered to the corpora…
O.C.G.A. § 14-3-707 Record date
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(a) The bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members’ meeting, to demand a special meeting to vote, or to take any other action. If the bylaws do not fix or provide for fixing such a record date, the board…
O.C.G.A. § 14-3-708 Action taken without meeting
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(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot in writing or by electronic transmission to every member entitled to …
O.C.G.A. § 14-3-720 Membership list for meeting
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(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 …
O.C.G.A. § 14-3-722 Quorum
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(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 m…
O.C.G.A. § 14-3-723 Majority of votes constitutes act of membership
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(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members. (b) A bylaw amendment to increase or decrease the vote required for any member a…
O.C.G.A. § 14-3-724 Proxies
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(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an el…
O.C.G.A. § 14-3-725 Voting requirements for election of directors; cumulative voting
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(a) Unless otherwise provided in the articles, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) If the articles or bylaws provide for cumulative voting by members, members may so v…
O.C.G.A. § 14-3-726 Election of directors by category
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A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other reasonable method. (Code 1981, …
O.C.G.A. § 14-3-727 Validity of signature on proxy
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(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name …
O.C.G.A. § 14-3-730 Agreements among members
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(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 20 years. For corporations described in paragraph (2) of subsection (a) of Code Section 14-3-1302, such agreemen…
O.C.G.A. § 14-3-740 Definitions
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As used in this part, the term: (1) ‘‘Derivative proceeding’’ means a civil suit in the right of a domestic corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign corporation. (2) ‘‘Member’’ includes those who are members under Code Section 14-…
O.C.G.A. § 14-3-741 Standing
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A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power 659 14-3-741 CORPORATIONS & PARTNERSHIPS 14-3-742 or by 50 members, whichever is less. A director or members may not commence or maintain a deriv…
O.C.G.A. § 14-3-742 Demand for suitable action by corporation required
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(a) No derivative proceeding may be commenced until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejec…
O.C.G.A. § 14-3-743 Stay of proceeding
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If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. (Code 1981, § 14-3-743, enacted by Ga. L. 1991, p. 465, § 1.) 14-3-744. Dismissal of proceedi…
O.C.G.A. § 14-3-744 Dismissal of proceeding
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(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusion…
O.C.G.A. § 14-3-745 Discontinuance or settlement of proceeding prohibited without court approval
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A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s members or a class of members, the court shall direct that no…
O.C.G.A. § 14-3-746 Payment of expenses of proceeding
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On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff’s reasonable expenses (including attorneys’ fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or (2) …
O.C.G.A. § 14-3-747 Applicability to foreign corporations
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In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Code Sections 14-3-743 and 14-3-745 and paragraph (2) of Code Section 14-3…
O.C.G.A. § 14-3-801 Requirement for and duties of board of directors
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(a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of…
O.C.G.A. § 14-3-802 Qualifications of directors
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Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the articles so require. The articles or bylaws may prescribe other qualifications for directors. (Code 1981, § 14-3-802, enacted by G…
O.C.G.A. § 14-3-803 Number of directors
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(a) A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws. (b) The articles or bylaws may authorize the members of the board of directors to fix or change the number of directors or may es…
O.C.G.A. § 14-3-804 Election of directors
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(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of mem664 14-3-804 bers, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provid…
O.C.G.A. § 14-3-805 Terms of directors
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(a) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of direc…
O.C.G.A. § 14-3-806 Staggered terms for directors
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The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. (Code 1981, § 14-3-806, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is bas…
O.C.G.A. § 14-3-807 Resignation of directors
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(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its presiding officer, or to the president or secretary, or in such other manner as the articles or bylaws may provide. (b) A resignation is effective wh…
O.C.G.A. § 14-3-808 Removal of directors
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Unless the corporation’s articles or bylaws provide otherwise: (1) The members may remove, with or without cause, one or more directors elected by them; (2) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the d…
O.C.G.A. § 14-3-809 Procedure for removing directors
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(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws: (1) An appointed director may be removed without cause by the person appointing the director; (2) T…
O.C.G.A. § 14-3-810 Removal of director by court
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(a) The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (…
O.C.G.A. § 14-3-811 Vacancies
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(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members, if any, may fill t…
O.C.G.A. § 14-3-812 Compensation of directors
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Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. (Code 1981, § 14-3-812, enacted by Ga. L. 1991, p. 465, § 1.) 14-3-813. Appointment of provisional director in case of deadlock.
O.C.G.A. § 14-3-813 Appointment of provisional director in case of deadlock
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(a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any prov…
O.C.G.A. § 14-3-820 Meetings of directors
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(a) A board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any me…
O.C.G.A. § 14-3-821 Action taken without meeting
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(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting 672 14-3-822 may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code section. (b) Action tak…
O.C.G.A. § 14-3-822 Meetings of directors
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Action taken without meeting. Notice. Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents. Duties of officers. Standards of conduct for officers. Resignation and removal of officers. Cont…
O.C.G.A. § 14-3-823 Waiver of notice
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(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, s…
O.C.G.A. § 14-3-824 Quorum; when director deemed to assent to action
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(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed or, if n…