2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 6 - Membership
Part 3 - Termination of Membership
§ 14-3-621. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees

• Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date:

  • (1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith;

  • (2) A procedure is fair and reasonable when either:

    • (A) The articles or bylaws set forth a procedure that provides:

      • (i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

      • (ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

    • (B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances;

  • (3) Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery sent to the last address of the member shown on the corporation's records;

  • (4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and

  • (5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension.

Code 1981, § 14-3-621, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2000, p. 1589, § 3.