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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 7. MEETINGS OF MEMBERS · Part 1. GENERAL PROVISIONS

14-3-701. Annual meeting and regular meetings.

Active

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

  1. (a)

    A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws.#

  2. (b)

    A membership corporation may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws.#

  3. (c)
    1. (1)

      Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office or other suitable place.#

    2. (2)

      Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication as authorized and provided for in Code Section 14-3-709.#

  4. (d)

    At the annual meeting:#

    1. (1)

      The chief executive officer and chief financial officer shall report on the activities and financial condition of the corporation; and#

    2. (2)

      The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705.#

  5. (e)

    At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705.#

  6. (f)

    The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.#

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, § 14-3-701, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2021, p. 115, § 4/HB 306; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2021 amendment, effective April 29, 2021, in subsection (c), designated the existing provisions as paragraph (c)(1), substituted “Except as provided for in paragraph (2) of this subsection, annual” for “Annual” at the beginning of paragraph (c)(1), and added paragraph (c)(2). The 2023 amendment, effective July 1, 2023, substituted “A membership corporation” for “A corporation with members” in subsections (a) and (b); in subsection (c), deleted “which shall mean an opportunity for members to read or hear the proceedings of the meeting substantially concurrently with such proceedings” following “remote communication” in paragraph (c)(2); in subsection (d), substituted “chief executive officer” for “president” in paragraph (d)(1) and substituted “Code Sections 14-3-704 and 14-3-705” for “Code Sections 14-3-705 and 14-3-706” at the end of paragraph (d)(2); and, in subsection (e), substituted “Code Sections 14-3-704 and 14-3-705” for “Code Sections 14-3-705 and 14-3-706” at the end.

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)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, pages 82 to 83; merge action: replaced; file SHA-256 b004123363dc.