Title 14

(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 v…

(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…

(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…

(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…

(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…

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, …

(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 …

(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…

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-…

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 or by 50 members, whichever is less. A director or members may not commence or maintain a derivative proceeding unless the director or members: (…

(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…

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.)

(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…

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…

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) …

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…

(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…

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…

(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…

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of mem664 bers, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that so…

(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…

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…

(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…

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…

(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…

(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 (…

(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…

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.)

(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…

(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…

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code section. (b) Action taken without a …

(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…

(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…

(a) Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have one or more directors, who serve at the pleasure of the board. (b) If authorized b…

Unless a different standard is prescribed by law: (1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (A) In a manner the director believes in good faith to be in the best interests of the corporation; and (B) Wi…

(a) Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exce…

(a) A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or …

Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles or bylaws, the duties and authority prescribed by the board or by direction of an officer authorized by the board to prescribe the duties…

Unless a different standard is prescribed by law: (1) An officer with discretionary authority shall discharge his or her duties under that authority: (A) In a manner he or she believes in good faith to be in the best interests of the corporation; and (B) With the care an ordinari…

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date…

(a) The appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. (C…

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the si…

(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to wh…

As used in this part, the term: (1) ‘‘Corporation’’ includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (2) ‘‘Director’’ or ‘‘officer’’ means an ind…

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) He or she conducted himself or herself in good faith; a…

A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection wi…