2010 Georgia Code 14-2-706 Case Law

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One Click Case Law for § 14-2-706
O.C.G.A. § 14-2-705 <-- --> O.C.G.A. §14-2-707

2010 Georgia Code


§ 14-2-706 - Waiver of notice

O.C.G.A. 14-2-706 (2010)
14-2-706. Waiver of notice

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A shareholder's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(c) Unless required by the bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a shareholder of the notice of a meeting of shareholders with respect to an amendment of the articles of incorporation pursuant to Code Section 14-2-1003, a plan of merger or share exchange pursuant to Code Section 14-2-1103, a sale of assets pursuant to Code Section 14-2-1202, or any other action which would entitle the shareholder to dissent pursuant to Code Section 14-2-1302 and obtain payment for his shares shall not be effective unless:

(1) Prior to the execution of the waiver, the shareholder shall have been furnished the same material that under this chapter would have been required to be sent to the shareholder in a notice of the meeting, including notice of any applicable dissenters' rights as provided in Code Sections 14-2-1320 and 14-2-1322; or

(2) The waiver expressly waives the right to receive the material required to be furnished.

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Graham W. Syfert, Esq., P.A.
Phone: 904-383-7448
Fax: 904-638-4726