2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 6 - Membership
Part 2 - Rights and Liabilities of Members
§ 14-3-610. Voting Rights

Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. Except for the rights specified in Code Sections 14-3-740 through 14-3-747, members of any corporation existing on July 1, 1991, shall be limited to having the same voting and other rights as before such date, until changed by amendment of its articles of incorporation or bylaws.

(Code 1981, §14-3-610, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 29.)

This section is based on the Model Act, but differs from it in several respects. First, it clarifies that this Code does not create new rights for members of nonprofit corporations existing on the effective date of the Code, except as provided in sections 14-3-740 through 14-3-747, dealing with derivative actions. Solely for purposes of derivative actions, section 14-3-740(2) defines "member" broadly to include persons who may not qualify as members under section 14-3-140, but who may have special interests in the corporation that should entitle them to bring a derivative action. In addition, this section clarifies that membership status, which entitles the member to vote for the election of directors, does not confer any other voting rights except as specifically provided in the corporation's articles or bylaws.

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 22-2501 and former Code 1933, § 32-909, are included in the annotations for this Code section.

- While county boards of education are vested with broad powers respecting the management and control of the school systems they administer under former Code 1933, § 32-909 (see now O.C.G.A. § 20-2-520), the general laws pertaining to the creation of nonprofit corporations, former Code 1933, § 22-2701 (see now O.C.G.A. § 14-3-130) and § 22-2501 (see now O.C.G.A. § 14-3-610), appear to exclude the possibility of school boards incorporating or being members of nonprofit corporations as a county board of education is not a corporation, partnership, association or other "person." 1978 Op. Att'y Gen. No. 78-4.

RESEARCH REFERENCES

Am. Jur. 2d.

- 6 Am. Jur. 2d, Associations and Clubs, § 17. 18A Am. Jur. 2d, Corporations, §§ 721, 722. 66 Am. Jur. 2d, Religious Societies, § 18.

- 7 C.J.S., Associations, § 19. 10 C.J.S., Beneficial Associations, §§ 35, 36. 18 C.J.S., Corporations, § 372, 373. 77 C.J.S., Religious Societies, § 22.

- Rights and liabilities arising out of contract for lifetime membership in social or fraternal club or association, 10 A.L.R.3d 1357.