2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 8 - Directors and Officers
Part 2 - Meetings and Action of the Board
§ 14-2-820. Meetings

1. The board of directors may hold regular or special meetings in or out of this state.
2. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(Code 1981, §14-2-820, enacted by Ga. L. 1988, p. 1070, § 1.)

- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B.J. 243 (1973).

Source: Model Act, § 8.20. There is no substantial change from former law, § 14-2-148(a) (the first sentence of which was the counterpart to subsection (a)), and § 14-2-146(c), which was the counterpart to subsection (b).

This section authorizes meetings of directors anywhere. No distinction is made between meetings in-state and out-of-state. It also authorizes the board of directors to permit any or all directors to participate in a meeting by the use of any means of communication by which all directors participating may simultaneously hear each other.

Cross-References Action without meeting, see § 14-2-821. Articles of incorporation, see § 14-2-202 and Article 10, Part 1. Bylaws, see § 14-2-206 and Article 10, Part 2. Notice of meeting, see § 14-2-822. Quorum and voting, see § 14-2-824. Waiver of meeting notice, see § 14-2-823.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under Ga. L. 1937-38, Ex. Sess., p. 214 and Code Section 14-2-148, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

- If one of three directors is not given notice of a special meeting, the meeting will not be competent to proceed with the transaction of business. Knox v. Commissioner, 323 F.2d 84 (5th Cir. 1963) (decided under former Ga. L. 1937-38, Ex. Sess., p. 214).

Cited in Sherrer v. Hale, 248 Ga. 793, 285 S.E.2d 714 (1982).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18B Am. Jur. 2d, Corporations, § 1231 et seq.

- 19 C.J.S., Corporations, §§ 547, 548.

- Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.