---
title: O.C.G.A. § 46-8-49. Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting.
collection: code
id: 46-8-49
cite_as: O.C.G.A. § 46-8-49 (2025)
canonical_url: https://georgiacommons.org/code/46-8-49
md_url: https://georgiacommons.org/code/46-8-49.md
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source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t46-(v34)-2025-pdf.pdf?sfvrsn=48adb3c4_0#page=692
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
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publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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current_through: Including Acts of the 2025 Session of the General Assembly of Georgia
heading_path: PUBLIC UTILITIES AND PUBLIC TRANSPORTATION / RAILROAD COMPANIES / INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS / INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS
---

# O.C.G.A. § 46-8-49. Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting.

(a) Unless otherwise provided by the charter or bylaws, any action required by this title to be taken by a railroad company at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee thereof, may be taken without a meeting if written consent setting forth the action so taken is signed by all the directors, or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the board or of the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or any document filed with any official of the state under this title.

(b) Unless otherwise provided by the charter or bylaws, any action required by the shareholders of a railroad company or any committee thereof may be taken at a meeting of the shareholders. Any action which may be taken at a meeting of the shareholders or by a committee thereof may be taken without a meeting if written consent setting forth the action so taken is signed by all the shareholders or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the shareholders or committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with any official of this state under this title.

## History

Ga. L. 1969, p. 589, § 5; Ga. L. 1983, p. 445, § 2.