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
§ 14-2-821. Action Without Meeting
- Except to the extent the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken or ratified and delivers it to the corporation.
- A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
- Action taken under this Code section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective.
- A consent signed and delivered by a director under this Code section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
(Code 1981, §14-2-821, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 14; Ga. L. 2016, p. 225, § 1-4/SB 128.)
The 2016 amendment, effective July 1, 2016, rewrote subsection (a); added subsections (b) and (c); redesignated former subsection (b) as present subsection (d); and, in subsection (d), substituted "action taken at a meeting of the board of directors" for "a meeting vote".
RESEARCH REFERENCES
Am. Jur. 2d.
- 18B Am. Jur. 2d, Corporations, § 1233 et seq.
C.J.S.- 19 C.J.S., Corporations, § 544 et seq.
ALR.
- Ratification by corporation of unauthorized contract entered into by officer, by acceptance and retention of benefits, 7 A.L.R. 1446.
Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
