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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 10. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS · Part 2. AMENDMENT OF BYLAWS

14-2-1020. Amendment by board of directors or shareholders.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    A corporation’s board of directors may amend or repeal the corporation’s bylaws or adopt new bylaws unless:#

    1. (1)

      The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or#

    2. (2)

      The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.#

  2. (b)

    A corporation’s shareholders may amend or repeal the corporation’s bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of Code Section 14-2-728 or adopt a bylaw changing the plurality standard for the election of directors set forth in such subsection.#

  3. (c)

    A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders.#

  4. (d)

    A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section 14-2-732.#

  5. (e)

    Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation’s shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation’s shares.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-1020, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 12; Ga. L. 2000, p. 1567, § 9; Ga. L. 2008, p. 253, § 5/SB 436.

Law reviews

For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B. J. 101 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For note on 2000 amendment of O.C.G.A. § 14-2-1020, see 17 Ga. St. U. L. Rev. 46 (2000).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 373; merge action: carried; file SHA-256 f2fad2b71b39.