2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 7 - Shareholders
Part 1 - Meetings
§ 14-2-701. (See Editor's notes.) Annual Meeting

1. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
2. Annual shareholders' meetings 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 meetings shall be held at the corporation's principal office.
3. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(Code 1981, §14-2-701, enacted by Ga. L. 1988, p. 1070, § 1.)

For application of this statute in 2020, see Executive Orders 03.20.20.02, 04.23.20.02, 05.12.20.02, 05.28.20.02, and 06.11.20.01.

A listing of Executive Orders issued in 2020 can be found at https://gov.georgia.gov/executive-action/executive-orders/2020-executive-orders.

- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).

Source: Model Act, § 7.01. This replaces former § 14-2-112(a) & (b).

The requirement of subsection (a) that an annual meeting be held is phrased in mandatory terms to ensure that every shareholder entitled to participate in the meeting has the unqualified rights (1) to demand that the annual meeting be held and (2) to compel the holding of the meeting under Section 14-2-703 if the corporation does not promptly hold the meeting.

Subsection (b) provides that the time and place of the annual meeting may be "stated in or fixed in accordance with the bylaws." If the bylaws do not themselves fix a time and place for the annual meeting, authority to fix them may be delegated to the board of directors or to a specified corporate officer.

Many corporations, such as non-public subsidiaries and closely held corporations, do not regularly hold annual meetings, and if no shareholder objects, that practice creates no problem under Section 14-2-701, since subsection (c) provides that failure to hold an annual meeting does not affect the validity of any corporate action.

Cross-References Action without meeting, see § 14-2-704. Bylaws, see § 14-2-206 and Article 10, Part 2. Close corporations, see Article 9. Court-ordered meeting, see § 14-2-703. Director holdover terms, see § 14-2-805. Notice of meeting, see § 14-2-705. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Proxies, see § 14-2-722. Quorum and voting requirements, see § 14-2-725 et seq. Shareholders' list at meeting, see § 14-2-720. Special meeting, see § 14-2-702. Voting entitlement generally, see § 14-2-721. "Voting group" defined, see § 14-2-140.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-112, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Cited in J.M. Clayton Co. v. Martin, 177 Ga. App. 228, 339 S.E.2d 280 (1985).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 781 et seq., 785 et seq.

- 18 C.J.S., Corporations, §§ 442, 443.

- Power of directors to change time for regular meetings of stockholders, 2 A.L.R. 558; 8 A.L.R. 678.

Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941.

Admissibility of parol evidence as to proceedings at meetings of stockholders or directors of private corporations or associations, 48 A.L.R.2d 1259.