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
- The board of directors may hold regular or special meetings in or out of this state.
- 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.)
Law reviews.- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B.J. 243 (1973).
COMMENT
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 Sess., p. 214 and Code Section 14-2-148, which were repealed by Ga.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.
Notice of special meetings.- 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.
C.J.S.- 19 C.J.S., Corporations, §§ 547, 548.
ALR.
- Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
