2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 8 - Directors and Officers
Part 2 - Meetings and Action of the Board
§ 14-3-821. Action Taken Without Meeting
- Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code section.
- Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
- Action taken under this Code section is effective when the last director signs the consent, unless the consent specifies a different effective date.
- A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document.
(Code 1981, §14-3-821, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 40.)
Code Commission notes.- Pursuant to Code Section 28-9-5, in 1991, "section" was substituted for "Section" at the end of subsection (a).
COMMENTThis section departs both from the Model Act and from its Business Code counterpart by permitting director action without a meeting by less-than-unanimous consent, if the corporation's articles or bylaws permit less-than-unanimous written consent. In no event may director action without a meeting be accomplished by the written consent of less than a majority of the board. Thus, if a corporation's articles or bylaws permit board action by written consent of a majority of the board, or some greater percentage, then the written consent of the requisite number of directors, although less than all of the directors, constitutes the action of the board.
RESEARCH REFERENCES
Am. Jur. 2d.
- 18B Am. Jur. 2d, Corporations, § 1231 et seq.
C.J.S.- 19 C.J.S., Corporations, § 544 et seq.
