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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

14-2-1022. Bylaw increasing quorum or voting requirement for directors.

Active

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

  1. (a)

    Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors:#

    1. (1)

      May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or#

    2. (2)

      May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.#

  2. (b)

    A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.#

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, § 14-2-1022, enacted by Ga. L. 1988, p. 1070, § 1.

Law reviews

For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B. J. 101 (1991).

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 377; merge action: carried; file SHA-256 f2fad2b71b39.