---
title: O.C.G.A. § 7-1-435. Quorum of shareholders.
collection: code
id: 7-1-435
cite_as: O.C.G.A. § 7-1-435 (2025)
canonical_url: https://georgiacommons.org/code/7-1-435
md_url: https://georgiacommons.org/code/7-1-435.md
text_url: https://georgiacommons.org/code/7-1-435/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t7-t8-(v5)-2024-pdf.pdf?sfvrsn=6386add7_0#page=248
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: BANKING AND FINANCE / FINANCIAL INSTITUTIONS / BANKS AND TRUST COMPANIES / SHAREHOLDERS
---

# O.C.G.A. § 7-1-435. Quorum of shareholders.

(a) Except as provided in subsection (d) of this Code section or the articles or in bylaws adopted by the shareholders, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

(b) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number, or voting by classes, is required by this chapter, or the articles, or bylaws.

(c) When a quorum is once present to organize a meeting, the shareholders present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(d) If a meeting cannot be organized for lack of a quorum, those present may adjourn the meeting to such time and place as they may determine. In the case of a meeting for the election of directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meetings, of which notice has been given in writing to shareholders pursuant to Code Section 7-1-6, shall constitute a quorum for the election of directors without regard to the other quorum requirements of this Code section, the articles, or bylaws.

## History

Code 1933, § 41A-2006, enacted by Ga. L. 1974, p. 705, § 1.