Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-2-707 Record date
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(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix o…
O.C.G.A. § 14-2-720 Shareholders’ 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 shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group and within each voting group by class or series of …
O.C.G.A. § 14-2-721 Voting entitlement of shares
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(a) Except as provided in subsections (b) and (c) of this Code section or unless the articles of incorporation provide otherwise, each outstanding share (other than shares of preferred stock issued or authorized before July 1, 1989), regardless of class, is entitled to one vote o…
O.C.G.A. § 14-2-722 Proxies
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(a) A shareholder may vote his or her shares in person or by proxy. (b) A shareholder or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmissi…
O.C.G.A. § 14-2-723 Shares held by nominees
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(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth…
O.C.G.A. § 14-2-724 Corporation’s acceptance of votes
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(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, 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 shareholder. (b) If…
O.C.G.A. § 14-2-725 Quorum and voting requirements for voting groups
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(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cas…
O.C.G.A. § 14-2-726 Action by single and multiple voting groups
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(a) If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Code Section 14-2-725. 187 14-2-726 CORPORATIONS & PARTNERSHIPS 14-2-727 (b) If the ar…
O.C.G.A. § 14-2-727 Greater or lesser quorum or voting requirements
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(a) The articles of incorporation or a bylaw adopted under Code Section 14-2-1021 may provide for a greater or lesser quorum (but not less than one-third of the votes entitled to be cast) or a greater voting requirement for shareholders (or voting groups of shareholders) than is …
O.C.G.A. § 14-2-728 Voting for directors; cumulative voting
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(a) Unless otherwise provided in: (1) The articles of incorporation; or (2) A bylaw that fixes a greater voting requirement for the election of directors and that is adopted by the board of directors of a corporation having shares listed on a national securities exchange or regul…
O.C.G.A. § 14-2-729 Adjournment of meeting by majority of voting shares
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The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. (Code 1981, § 14-2-729, enacted by Ga. L. 1989, p. 946, § 26.)
O.C.G.A. § 14-2-729.1 Inspectors
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(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeti…
O.C.G.A. § 14-2-730 Voting trusts
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(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to t…
O.C.G.A. § 14-2-731 Shareholder agreements
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(a) Two or more shareholders may provide for the manner in which their shares will be voted by signing an agreement for that purpose. A voting agreement created under this Code section or under subsection (b), (f ), or (g) of Code Section 14-2-920 is not subject to the provisions…
O.C.G.A. § 14-2-732 Shareholder agreements
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(a) An agreement among the shareholders of a corporation that complies with this Code section is effective among the shareholders and 197 14-2-732 CORPORATIONS & PARTNERSHIPS 14-2-732 the corporation even though it is inconsistent with one or more other provisions of this Code in…
O.C.G.A. § 14-2-740 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 14-2-747, in the right of a foreign corporation. (2) ‘‘Shareholder’’ includes a beneficial owner whose shares are hel…
O.C.G.A. § 14-2-741 Standing
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A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that…
O.C.G.A. § 14-2-742 Demand
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A shareholder may not commence a derivative proceeding 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 shareholder has earlier been notified that the demand has b…
O.C.G.A. § 14-2-743 Stay of proceedings
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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, § 14-2-743, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 30.) COM…
O.C.G.A. § 14-2-744 Dismissal
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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. § 14-2-745 Discontinuance or settlement
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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 shareholders or a class of shareholders, the court shall dire…
O.C.G.A. § 14-2-746 Payment of expenses
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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. § 14-2-747 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 14-2-743 and 14-2-745 and paragraph (2) of Code Section 14-2…
O.C.G.A. § 14-2-801 Requirement for and functions of board of directors
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(a) Except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code Section 14-2-732, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of the board of directors of the…
O.C.G.A. § 14-2-802 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 shareholders of the corporation unless the articles of incorporation so require. The articles of incorporation or bylaws may prescribe additional qualifications for dir…
O.C.G.A. § 14-2-803 Number and election of directors
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(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provid…
O.C.G.A. § 14-2-804 Election of directors by certain classes of shareholders
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If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares or series. Each class (or classes) or series of…
O.C.G.A. § 14-2-805 Terms of directors generally
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(a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under C…
O.C.G.A. § 14-2-806 Staggered terms for directors
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(a) The articles of incorporation or a bylaw adopted by the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups. In that event, the terms of directors in the first group expire at the first annual share…
O.C.G.A. § 14-2-807 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 chairperson, or to the corporation. (b) A resignation shall be effective when the notice is delivered unless the notice specifies either a later effe…
O.C.G.A. § 14-2-808 Removal of directors by shareholders
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(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the …
O.C.G.A. § 14-2-809 Reserved
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14-2-810. Vacancy on board. (a) Unless the articles of incorporation or a bylaw approved by the shareholders provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill t…
O.C.G.A. § 14-2-811 Compensation of directors
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Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Code 1981, § 14-2-811, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 8.11. There is no change from former law, § 14-2-140(d). Thi…
O.C.G.A. § 14-2-820 Meetings
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(a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in 233 14-2-820 CORPORATIONS & PARTNERSHIPS 14-2-82…
O.C.G.A. § 14-2-821 Action without meeting
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(a) Except to the extent the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a 234 14-…
O.C.G.A. § 14-2-822 Notice of meeting
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(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter peri…
O.C.G.A. § 14-2-823 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. § 14-2-824 Quorum and voting
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(a) Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise specifically provided in this chapter, 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…
O.C.G.A. § 14-2-825 Committees
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(a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on any such committee. Each committee may have one or more members, who serve at …
O.C.G.A. § 14-2-830 Definitions
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Authority to indemnify. Mandatory indemnification. Advance for expenses. Court ordered indemnification and advances for expenses. Determination and authorization of indemnification. Shareholder approved indemnification. Indemnification of officers, employees, and agents. Insuranc…
O.C.G.A. § 14-2-831 Derivative actions against directors and officers
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(a) Subject to Code Sections 14-2-830 and 14-2-842, a derivative proceeding, as defined in paragraph (1) of Code Section 14-2-740, may be brought by a shareholder, or an action may be brought by the corporation, against one or more directors or officers of the corporation to proc…
O.C.G.A. § 14-2-832 Liability for unlawful distributions
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(a) A director who votes for or assents to a distribution made in violation of Code Section 14-2-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Code Se…
O.C.G.A. § 14-2-840 Officers
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(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one or more offices of the corporation. A duly appointed officer may appoint one or more offic…
O.C.G.A. § 14-2-841 Functions of officers
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Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of…
O.C.G.A. § 14-2-842 Discontinuance or settlement
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Payment of expenses. Applicability to foreign corporations. 14-2-843. 14-2-844. Article 8 Standards of conduct for officers; presumption of good faith and ordinary care. Resignation and removal of officers. Contract rights of officers. Directors and Officers PART 5 PART 1 INDEMNI…
O.C.G.A. § 14-2-843 Resignation and removal of officers
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(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with …
O.C.G.A. § 14-2-844 Contract rights of officers
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(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…
O.C.G.A. § 14-2-850 Definitions
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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…
O.C.G.A. § 14-2-851 Authority to indemnify
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(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) Such individual conducted himself or herself in good faith; …
O.C.G.A. § 14-2-852 Mandatory indemnification
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A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection w…