O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-1003 (2019)

Amendment by board of directors and shareholders

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.

(b) For the amendment to be adopted:

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the amendment, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this Code section.

(c) The board of directors may condition its submission of the proposed amendment, the effectiveness of the proposed amendment, or both on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders’ meeting in accordance with Code Section

Notes of Decisions
Cited in 1 case, 2001–2001 · leading case: Williamson v. Yang, 550 S.E.2d 456 (Ga. Ct. App. 2001).
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Williamson v. Yang, 550 S.E.2d 456 (Ga. Ct. App. 2001). · cites it 2× “21 See OCGA § 14-2-1003 for the procedure for amending the articles of incorporation.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.