reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-707 - Record date

(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 or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b)
A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(c)
A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(d)
If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-708 - Shareholder and proxies' participation by remote communication

When authorized by the board of directors, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and holders of proxies of any class or series designated by the board of directors not physically present at a meeting of shareholders may, by means of remote communication:
(1)
Participate in a meeting of shareholders; and
(2)
Be deemed present in person and vote at a meeting of shareholders, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that:
(A)
The corporation implements reasonable procedures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or holder of a proxy;
(B)
The corporation implements reasonable procedures to provide such shareholders and holders of proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to such shareholders and holders of proxies, including, but not limited to, an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(C)
When any shareholder or holder of a proxy votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
Added by 2021 Ga. Laws 31,§ 3, eff. 4/27/2021.
Added by 2021 Ga. Laws 37,§ 3, eff. 4/29/2021.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-720 - Shareholders' 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 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 shares and show the address of and number of shares held by each shareholder. 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 shareholders' list must be available for inspection by any shareholder, his or her agent, or his or her attorney:
(1)
On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting upon request; or
(2)
During ordinary business hours at the principal place of business of the corporation.
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 shareholders of the corporation. If the meeting is to be held in person, then the list shall be produced and kept at the time and place of the meeting during the duration of the meeting and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder 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.
(c)
If the corporation refuses to allow a shareholder, his agent, or his attorney to inspect the shareholders' list at the meeting, the superior court of the county where a corporation's registered office is located, on application of the shareholder, may summarily order the inspection at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection is complete.
(d)
Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Amended by 2004 Ga. Laws 533, § 12, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-721 - Voting entitlement of shares

(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 on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. If articles of incorporation have been restated or amended on or after July 1, 1989, such amendment shall not be deemed to have granted voting rights to holders of preferred shares previously without voting rights unless notice was provided to shareholders that such restatement or amendment would cause the holders of preferred shares to have voting rights, and a shareholder vote approved the restatement or amendment.
(b)
Absent special circumstances, the shares of a corporation are not entitled to vote if owned by the corporation as treasury shares or if they are held, directly or indirectly, by a second corporation, domestic or foreign, of which the first corporation owns, directly or indirectly, shares sufficient to elect a majority of the directors of the second corporation.
(c)
Subsection (b) of this Code section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d)
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-723 - Shares held by nominees

(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:
(1)
The types of nominees to which it applies;
(2)
The rights or privileges that the corporation recognizes in a beneficial owner;
(3)
The manner in which the procedure is selected by the nominee;
(4)
The information that must be provided when the procedure is selected;
(5)
The period for which selection of the procedure is effective; and
(6)
Other aspects of the rights and duties created.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-724 - Corporation's acceptance of votes

(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 the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(1)
The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4)
The name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5)
Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c)
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder or about the faithfulness or completeness of the reproduction when the original has not been examined.
(d)
The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section
14-2-722
are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section
14-2-722
is valid unless a court of competent jurisdiction determines otherwise.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-725 - Quorum and voting requirements for voting groups

(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 cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b)
Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c)
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, a bylaw adopted by the shareholders under Code Section
14-2-1021
, or this chapter requires a greater number of affirmative votes.
(d)
The election of directors is governed by Code Section
14-2-728
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-726 - Action by single and multiple voting groups

(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
.
(b)
If the articles of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Code Section
14-2-725
. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-727 - Greater or lesser quorum or voting requirements

(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 provided for by this chapter.
(b)
An amendment to the articles of incorporation or bylaws that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements prescribed in the provision being amended.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-728 - Voting for directors; cumulative voting

(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 regularly traded in a market maintained by one or more members of a national or affiliated securities association,
directors are elected by a plurality of the votes cast by the shares entitled to vote in the election. Action to elect directors may be taken at a meeting only if a quorum is present.
(b)
Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c)
A statement included in the articles of incorporation that all or a designated voting group of shareholders are entitled to cumulate their votes for directors (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(d)
Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1)
The meeting notice or proxy statement accompanying the notice states that cumulative voting will be in effect; or
(2)
A shareholder who has the right to cumulate his votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Amended by 2008 Ga. Laws 452,§ 2, eff. 5/6/2008.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-729 - Adjournment of meeting by majority of voting shares

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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 2 - VOTING (§§ 14-2-720 — 14-2-729.1) › Section 14-2-729.1 - Inspectors

(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 meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
(b)
The inspectors shall:
(1)
Ascertain the number of shares outstanding and the voting power of each;
(2)
Determine the shares represented at a meeting;
(3)
Determine the validity of proxies and ballots;
(4)
Count all votes; and
(5)
Determine the result.
(c)
An inspector may be an officer or employee of the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 3 - VOTING TRUSTS AND AGREEMENTS (§§ 14-2-730 — 14-2-732) › Section 14-2-730 - Voting trusts

(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 the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver a copy of the list and agreement to the corporation's principal office.
(b)
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (c) of this Code section.
(c)
All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 3 - VOTING TRUSTS AND AGREEMENTS (§§ 14-2-730 — 14-2-732) › Section 14-2-731 - Shareholder agreements

(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 of Code Section
14-2-730
.
(b)
A voting agreement created under this Code section is specifically enforceable.
(c)
The duration of any agreement created under this Code section shall not exceed 20 years. Failure to state a period of duration or stating a period of duration in excess of 20 years shall not invalidate the agreement, but in either case the period of duration shall be 20 years. Any such agreement may be renewed for a period not in excess of 20 years from the date of renewal by agreement of all the shareholders bound thereby at the date of renewal.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-740 - Definitions

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 held in a voting trust or held by a nominee on the owner's behalf.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-741 - Standing

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 time; and
(2)
Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-742 - Demand

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 been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-743 - Stay of proceedings

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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-744 - Dismissal

(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 conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.
(b)
The determination in subsection (a) of this Code section shall be made by:
(1)
A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum;
(2)
A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or
(3)
A panel of one or more independent persons appointed by the court upon motion by the corporation.
(c)
None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section:
(1)
The nomination or election of the director by directors who are not independent;
(2)
The naming of the director as a defendant in the derivative proceeding; or
(3)
The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-745 - Discontinuance or settlement

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 direct that notice be given to the shareholders affected.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-746 - Payment of expenses

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)
Order the plaintiff to pay any defendant's reasonable expenses (including attorneys' fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 4 - DERIVATIVE PROCEEDINGS (§§ 14-2-740 — 14-2-747) › Section 14-2-747 - Applicability to foreign corporations

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
14-2-746
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-801 - Requirement for and functions of board of directors

(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 corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, in rights, options, or warrants permitted by paragraph (2) of subsection (d) of Code Section
14-2-624
, or except as provided in an agreement among the shareholders meeting the requirements of Code Section
14-2-732
.
(c)
No limitation upon the authority of the directors, whether contained in the articles of incorporation or an agreement among the shareholders meeting the requirements of Code Section
14-2-732
, shall be effective against persons, other than shareholders and directors, who are without actual knowledge of the limitation.
Amended by 2016 Ga. Laws 364,§ 1-1, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-802 - Qualifications of directors

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 directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-803 - Number and election of directors

(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 provided in, the articles of incorporation or the bylaws.
(c)
In the case of a corporation having cumulative voting:
(1)
Any amendment of the bylaws decreasing the number or minimum number of directors must be adopted by the shareholders; and
(2)
No amendment of either the articles of incorporation or the bylaws decreasing the number or minimum number of directors shall be effective when the number of shares voting against the proposal for decrease would be sufficient to elect a director if voted cumulatively at an annual election.
(d)
After initial election or appointment pursuant to Code Section
14-2-205
, directors are elected at each annual shareholders' meeting unless their terms are staggered under Code Section
14-2-806
.
Amended by 2016 Ga. Laws 364,§ 1-2, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-804 - Election of directors by certain classes of shareholders

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 shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-805 - Terms of directors generally

(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 Code Section
14-2-806
.
(c)
A decrease in the number of directors does not shorten an incumbent director's term.
(d)
A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the shareholders and until the election and qualification of the successor.
(e)
Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-806 - Staggered terms for directors

(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 shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(b)
When the number of directors is increased and any newly created directorships are filled by the board, the terms of the additional directors shall expire at the next annual election of directors by the shareholders.
Amended by 2016 Ga. Laws 364,§ 1-3, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-807 - Resignation of directors

(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 effective date or an effective date determined upon the happening of an event.
(c)
A resignation that is conditioned upon the happening of an event may provide that it is irrevocable.
Amended by 2008 Ga. Laws 452,§ 3, eff. 5/6/2008.
Amended by 2004 Ga. Laws 533, § 13, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-808 - Removal of directors by shareholders

(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 shareholders of that voting group may participate in the vote to remove him.
(c)
If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only by a majority of the votes entitled to be cast.
(d)
If the directors have staggered terms as provided in Code Section
14-2-806
, directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise.
(e)
A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 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 the vacancy;
(2)
The board of directors may fill the vacancy; or
(3)
If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b)
If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy.
(c)
A vacancy that may occur at a later date (by reason of a resignation effective at a later date under subsection (b) of Code Section
14-2-807
or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Amended by 2008 Ga. Laws 452,§ 4, eff. 5/6/2008.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-2-801 — 14-2-811) › Section 14-2-811 - Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-820 - Meetings

(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 a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-821 - Action without meeting

(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 consent describing the action to be taken or ratified and delivers it to the corporation.
(b)
A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(c)
Action taken under this Code section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective.
(d)
A consent signed and delivered by a director under this Code section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Amended by 2016 Ga. Laws 364,§ 1-4, eff. 7/1/2016.
Amended by 2004 Ga. Laws 533, § 14, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-822 - Notice of meeting

(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 period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-823 - Waiver of notice

(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, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Amended by 2004 Ga. Laws 533, § 15, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-824 - Quorum and voting

(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 size; or
(2)
A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b)
The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.
(c)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles of incorporation, or bylaws require the vote of a greater number of directors.
(d)
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1)
He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;
(2)
His dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(e)
If a written agreement meeting the requirements of Code Section
14-2-731
provides that any directors shall have more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-2-820 — 14-2-825) › Section 14-2-825 - Committees

(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 the pleasure of the board of directors.
(b)
Code Sections
14-2-820
through
14-2-824
apply both to committees of the board of directors and to their members.
(c)
To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under Code Section
14-2-801
.
(d)
A committee may not, however:
(1)
Approve or propose to shareholders action that this chapter requires to be approved by shareholders;
(2)
Fill vacancies on the board of directors or, subject to subsection (f) of this Code section, on any of its committees;
(3)
Amend articles of incorporation pursuant to Code Section
14-2-1002
except that a committee may, to the extent authorized by action of the board of directors, amend the articles of incorporation to fix the designations, preferences, limitations, and relative rights of shares pursuant to Code Section
14-2-602
or to increase or decrease the number of shares contained in a series of shares established in accordance with Code Section
14-2-602
but not below the number of such shares then issued; or
(4)
Adopt, amend, or repeal bylaws.
(e)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Code Section
14-2-830
.
(f)
The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the board action creating the committee or appointing one or more directors as alternate members provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Amended by 2016 Ga. Laws 364,§ 1-5, eff. 7/1/2016.