Skip to content
Georgia Commons
Menu

Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 2. MEETINGS AND ACTION OF THE BOARD

14-2-821. Action without meeting.

Active

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

  1. (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.#

  2. (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    A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the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.#

  3. (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.#

  4. (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.#

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, § 14-2-821, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 14; Ga. L. 2016, p. 225, § 1-4/SB 128.

Other notes

The 2016 amendment, effective July 1, 2016, rewrote subsection (a); added subsections (b) and (c); redesignated former subsection (b) as present subsection (d); and, in subsection (d), substituted ‘‘action taken at a meeting of the board of directors’’ for ‘‘a meeting vote’’.

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, pages 234 to 235; merge action: carried; file SHA-256 f2fad2b71b39.