---
title: O.C.G.A. § 14-3-821. Action taken without meeting.
collection: code
id: 14-3-821
cite_as: O.C.G.A. § 14-3-821 (2025)
canonical_url: https://georgiacommons.org/code/14-3-821
md_url: https://georgiacommons.org/code/14-3-821.md
text_url: https://georgiacommons.org/code/14-3-821/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=113
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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index: https://georgiacommons.org/code/index.md
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 / NONPROFIT CORPORATIONS / DIRECTORS AND OFFICERS / MEETINGS AND ACTION OF THE BOARD
---

# O.C.G.A. § 14-3-821. Action taken without meeting.

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken in accordance with subsection (c) of this Code section.

(b) A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the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 required for an action to be taken.

(c) Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(d) Action taken under this Code section is effective when the last required signed consent is delivered to the corporation, unless the consent specifies a different effective date.

(e) A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document.

(f) Except as otherwise provided in the articles or bylaws, whenever this chapter, the articles, or the bylaws require the signature of a director, the signature may be manual, facsimile, conformed, or electronic.

## History

Code 1981, § 14-3-821, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 40; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, substituted “subsection (c) of this Code section” for “subsection (b) of this Code section” at the end of subsection (a); added present subsection (b); redesignated former subsections (b) through (d) as present subsections (c) through (e); in present subsection (d), substituted “when the last required signed consent is delivered to the corporation, unless” for “when the last director signs the consent, unless”; and added subsection (f).