2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 3 - Purposes and Powers
§ 14-3-303. Emergency powers

Universal Citation: GA Code § 14-3-303 (2019)
  • (a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:

    • (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

    • (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

  • (b) During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:

    • (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

    • (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

  • (c) Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation:

    • (1) Binds the corporation; and

    • (2) May not be used to impose liability on a corporate director, officer, employee, or agent.

  • (d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.


Code 1981, § 14-3-303, enacted by Ga. L. 1991, p. 465, § 1.

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