---
title: O.C.G.A. § 14-2-303. Emergency powers.
collection: code
id: 14-2-303
cite_as: O.C.G.A. § 14-2-303 (2025)
canonical_url: https://georgiacommons.org/code/14-2-303
md_url: https://georgiacommons.org/code/14-2-303.md
text_url: https://georgiacommons.org/code/14-2-303/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=69
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / PURPOSES AND POWERS
---

# O.C.G.A. § 14-2-303. Emergency powers.

(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this Code section to further the ordinary business affairs of the corporation:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this Code section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.

## History

Code 1981, § 14-2-303, enacted by Ga. L. 1988, p. 1070, § 1.