2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 7 - Shareholders
Part 2 - Voting
§ 14-2-725. Quorum and voting requirements for voting groups

Universal Citation: GA Code § 14-2-725 (2019)
  • (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

  • (b) Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

  • (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, a bylaw adopted by the shareholders under Code Section 14-2-1021, or this chapter requires a greater number of affirmative votes.

  • (d) The election of directors is governed by Code Section 14-2-728.


Code 1981, § 14-2-725, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 25.

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