reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-703 - Court-ordered meetings

(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 charitable corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting;
(2)
On application of any member or other person entitled to participate in a regular meeting, or, in the case of a charitable corporation, the Attorney General, if a regular meeting is not held within 30 days after the date it was required to be held; or
(3)
On application of a member who signed a demand for a special meeting valid under Code Section
14-3-702
, a person or persons entitled to call a special meeting, or, in the case of a charitable corporation, the Attorney General, if:
(A)
Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
(B)
The special meeting was not held in accordance with the notice.
(b)
After notice to the corporation, the court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c)
If the court orders a meeting, it may also order the corporation to pay the member's or other person's costs (including reasonable attorney's fees) incurred to obtain the order.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-704 - Notice of meeting

(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 and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (2) of subsection (c) of this Code section must be given as provided in subsection (c) of this Code section.
(c)
Notice is fair and reasonable if:
(1)
The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date;
(2)
Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section
14-3-855
,
14-3-856
,
14-3-863
,
14-3-1003
,
14-3-1021
,
14-3-1103
,
14-3-1202
, or
14-3-1402
; and
(3)
Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d)
Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Code Section
14-3-706
, however, notice of the adjourned meeting must be given under this Code section to the members of record as of the new record date.
(e)
When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(1)
Requested in writing or by electronic transmission to do so by a person entitled to call a special meeting; and
(2)
The request is received by the secretary or chief executive officer at least ten days before the corporation gives notice of the meeting.
Renumbered from §
14-3-705
and amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 33, eff. 7/1/2004.
Repealed by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 32, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-705 - Waiver of notice

(a)
A member may waive any notice required by this chapter, the articles, or the 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 corporation for inclusion in the minutes or filing with the corporate records.
(b)
A member's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Renumbered from §
14-3-706
and amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 34, eff. 7/1/2004.
Renumbered as §
14-3-704
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 33, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-706 - Record date

(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 may fix a future date as such a 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 members.
(c)
A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board 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.
Renumbered from §
14-3-707
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Renumbered as §
14-3-705
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 34, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-707 - Action by written ballot

(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 vote on the matter.
(b)
A ballot in writing or by electronic transmission shall:
(1)
Set forth each proposed action;
(2)
Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and
(3)
Provide an opportunity to vote for or against each other proposed action.
(c)
Approval by ballot in writing or by electronic transmission pursuant to this Code section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d)
All solicitations for votes by ballot in writing or by electronic transmission shall:
(1)
Indicate the number of responses needed to meet the quorum requirements;
(2)
State the percentage of approvals necessary to approve each matter other than election of directors; and
(3)
Specify the time by which a ballot must be received by the corporation in order to be counted.
(e)
Except as otherwise provided in the articles or bylaws, a ballot in writing or by electronic transmission may not be revoked.
Renumbered from §
14-3-708
and amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 35, eff. 7/1/2004.
Renumbered as §
14-3-706
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-709 - Remote communication by members

When authorized by the board of directors, and subject to such guidelines and procedures as such board of directors may adopt, members not physically present at a meeting of the corporation may, by means of remote communication:
(1)
Participate in a meeting of members; and
(2)
Be deemed present in person and vote at a meeting of members, 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 at the meeting by means of remote communication is a member or holder of a proxy; and
(B)
When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.
Amended by 2022 Ga. Laws 782,§ 14, eff. 5/2/2022.
Added by 2021 Ga. Laws 37,§ 6, eff. 4/29/2021.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-721 - Number of votes to which member entitled; effect of membership in names of two or more persons

(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 voting shall have the following effect:
(1)
If only one votes, such act binds all; and
(2)
If more than one votes, the vote shall be divided on a pro rata basis.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-722 - Quorum

(a)
Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter. Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter.
(b)
An amendment to the articles or bylaws that changes or removes a greater quorum requirement shall meet such existing quorum requirement and shall be adopted by the same vote required to take action under the existing quorum requirement prescribed in the provision being amended.
(c)
Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
(d)
Notwithstanding subsection (a) of this Code section, for a corporation in existence prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-723 - Majority of votes constitutes act of membership

(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)
The articles or bylaws may provide for a greater voting requirement for members than is provided for by this chapter.
(c)
An amendment to the articles or bylaws that changes or removes a greater voting requirement shall be adopted by the same vote required to take action under the existing voting requirement prescribed in the provision being amended.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-724 - Proxies

(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 electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney in fact authorized the electronic transmission.
(c)
An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
(d)
An appointment of a proxy is revocable by the member.
(e)
The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(f)
Appointment of a proxy is revoked by the person appointing the proxy:
(1)
Attending any meeting and voting in person; or
(2)
Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(g)
Subject to Code Section
14-3-727
and any express limitation on the proxy's authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
(h)
Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.
(i)
A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section.
Amended by 2004 Ga. Laws 533, § 37, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-725 - Voting requirements for election of directors; cumulative voting

(a)
Unless otherwise provided in the articles or bylaws, 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 vote, by multiplying the number of votes the members 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.
(c)
Cumulative voting is not authorized at a particular meeting unless:
(1)
The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2)
A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(d)
A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section
14-3-808
are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(e)
Members may not cumulatively vote if the directors and members are identical.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-726 - Election of directors by category

A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(1)
By chapter or other organizational unit;
(2)
By region or other geographic unit;
(3)
By preferential voting;
(4)
By class; or
(5)
By any other reasonable method.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 2 - VOTING (§§ 14-3-720 — 14-3-727) › Section 14-3-727 - Validity of signature on proxy

(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 signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, 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 member if:
(1)
The member 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 attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders;
(4)
The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member 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; or
(5)
The name signed purports to be that of a receiver or trustee in bankruptcy of the member, 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.
(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 member 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
14-3-724
are not liable in damages to the member 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
14-3-724
is valid unless a court of competent jurisdiction determines otherwise.
Amended by 2004 Ga. Laws 533, § 38, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 3 - VOTING AGREEMENTS (§ 14-3-730) › Section 14-3-730 - Agreements among members

(a)
Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. For charitable corporations, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.
(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 members bound thereby at the date of renewal.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-740 - "Derivative proceeding" defined

As used in this article, the term"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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-741 - Standing

(a)
A derivative proceeding may be brought by:
(1)
Any director;
(2)
Any member or members having 5 percent or more of the voting power; or
(3)
Fifty or more members, regardless of voting power.
(b)
A member may not commence or maintain a derivative proceeding unless the member:
(1)
Was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from one who was a member at that time; and
(2)
Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
Amended by 2024 Ga. Laws 701,§ 6, eff. 7/1/2024.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-742 - Demand for suitable action by corporation required

(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 rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.
(b)
In the case of charitable corporations, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-743 - Stay of proceeding

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 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-744 - Dismissal of proceeding

(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 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-745 - Discontinuance or settlement of proceeding prohibited without court approval

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 notice be given to the members affected.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-746 - Payment of expenses of proceeding

On termination of the derivative proceeding the court may:
(1)
Order the corporation to pay the plaintiff's reasonable expenses (including attorney's 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 attorney's fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 7A - DERIVATIVE PROCEEDINGS (§§ 14-3-740 — 14-3-747) › Section 14-3-747 - Applicability to foreign corporations

In any derivative proceeding in the right of a foreign corporation, the matters covered by this article 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
14-3-746
.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-801 - Requirement for and duties of board of directors

(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, its board.
(c)
No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation.
(d)
The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-802 - 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 members of the corporation unless the articles so require. The articles or bylaws may prescribe other qualifications for directors.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-803 - Number of directors

(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. A corporation without members that is not in existence prior to July 1, 2023, must have a board of directors consisting of three 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 or the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If the variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members, or if the articles or bylaws so provide, by the board of directors.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-804 - Election of directors

(a)
If the corporation is a membership corporation, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated in some other manner.
(b)
If the articles of incorporation or bylaws authorize dividing the members into classes, the articles or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. Unless otherwise provided in the articles or bylaws, a class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(c)
If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-805 - Terms of directors

(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 directors. In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms.
(b)
A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c)
A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.
(d)
Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-806 - Staggered terms for directors

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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-807 - Resignation of directors

(a)
A director may resign at any time by delivering notice in writing or by electronic transmission to the presiding officer of the board of directors, the secretary, or the chief executive officer or in such other manner as the articles or bylaws may provide.
(b)
A resignation is effective when the notice is delivered unless the notice specifies a later effective date or an effective date determined by the happening of an event.
(c)
A resignation that is conditioned upon the happening of an event may provide that such resignation is irrevocable.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 39, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-808 - Removal of directors elected by members or directors

Unless the corporation's articles or bylaws provide otherwise with regard to elected directors:
(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 director may be removed only by the members of that class, chapter, unit, or grouping;
(3)
Except as provided in paragraph (9) of this Code section, a director may be removed under paragraph (1) or (2) of this Code section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors;
(4)
If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the director may not be removed if the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal;
(5)
A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director;
(6)
In computing whether a director is protected from removal under paragraphs (2) through (4) of this Code section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election;
(7)
An entire board of directors may be removed under paragraphs (1) through (5) of this Code section;
(8)
A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and
(9)
If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-809 - Procedure for removing designated or appointed directors

(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 with regard to appointed directors:
(1)
An appointed director may be removed without cause by the person appointing the director;
(2)
The person removing the director shall do so by giving written notice of the removal to the director and to the presiding officer of the board, the corporation's chief executive officer, or the corporation's secretary; and
(3)
A removal is effective when the notice is effective unless the notice specifies a future effective date.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-810 - Removal of director by court

(a)
The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that:
(1)
The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section
14-3-830
or
14-3-831
, or the director has been subjected to sanction for participation in a "director's conflicting interest transaction" as defined in paragraph (2) of Code Section
14-3-860
; and
(2)
Removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c)
If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-811 - Vacancies

(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 the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(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)
Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c)
If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(d)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of Code Section
14-3-807
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(e)
If there are no directors of a corporation without members, the Attorney General or any interested person may petition the superior court to appoint at least three directors or the minimum number required by the articles or bylaws. If the interested person is not the Attorney General, such interested person shall provide notice of the petition to the Attorney General.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-812 - Compensation of directors

Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 1 - BOARD OF DIRECTORS (§§ 14-3-801 — 14-3-813) › Section 14-3-813 - Appointment of provisional director in case of deadlock

(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 provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section.
(b)
Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard.
(c)
The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation, and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, §§ 66, 67, eff. 7/1/2004.