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

O.C.G.A. § 14-2-206 (2019)

Bylaws

✓ 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) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation's shares shall constitute bylaws adopted by the shareholders for all purposes of this chapter.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

History

(Code 1981, § 14-2-206, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 3.)

Annotations

COMMENT

Source: Model Act § 2.06. The only departure from former law, § 14-2-176(a), is that it made no provision for action by incorporators.

Note to 1993 Amendment A number of provisions of the Business Corporation Code reserve the authority to adopt specific bylaws to the shareholders (e.g. O.C.G.A. §§ 14-2-801(b); 14-2-806; 14-2-856 and 14-2-1021). The 1993 amendment is intended to clarify that bylaws adopted in connection with the initial organization of the corporation may include such provisions without requiring subsequent shareholder ratification.

Cross-References Amendment of bylaws, see §§ 14-2-1020 et seq., 14-2-1113, and 14-2-1133. Directors: Action without meeting, see § 14-2-821. Committees, see § 14-2-825. Election by shareholders, see § 14-2-728. Emergency bylaws, see § 14-2-207. Majority vote at meeting, see § 14-2-824. Nominee registration of shares, see § 14-2-723. Notice of meeting, see § 14-2-822. Number, see § 14-2-803. Participation in meeting, see § 14-2-820. Qualifications, see § 14-2-802. Quorum for meeting, see § 14-2-824. Supermajority vote at meeting, see § 14-2-824 & 14-2-1022. Officers: Appointment, see § 14-2-840. Duties, see § 14-2-841. Organizing corporation, see § 14-2-205. Record date, see § 14-2-707. Share transfer restrictions, see § 14-2-627. Shareholders' meeting notice, see § 14-2-705. Shareholders' meetings, see §§ 14-2-701 & 14-2-702. Shares without certificates, see § 14-2-626. Subscriptions, see § 14-2-620. Supermajority vote at shareholders' meeting, see § 14-2-727.

JUDICIAL DECISIONS

Editor's notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-176, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Cited in Bloodworth v. Sandersville Prod. Credit Ass'n, 245 Ga. 40, 262 S.E.2d 804 (1980).

RESEARCH REFERENCES

Am. Jur. 2d. - 18A Am. Jur. 2d, Corporations, § 252 et seq.

C.J.S. - 18 C.J.S., Corporations, § 154 et seq.

ALR. - Validity and construction of corporate articles or bylaws relating to stock held by one retiring from corporate office or employment, 66 A.L.R. 1295.

Bylaw of corporation authorizing removal of officer, agent, or employee at any time, as affecting contract of employment for a specified period, 145 A.L.R. 312.

Enforceability of invalid corporate bylaw as contract, 159 A.L.R. 290.

Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 A.L.R. 1374.

Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.

Construction and effect of corporate articles, charter, or bylaws limiting duration or maturity of its indebtedness, 55 A.L.R.2d 949.

Notes of Decisions
Cited in 2 cases, 2012–2019 · leading case: Christopher v. Sinyard, 723 S.E.2d 78 (Ga. Ct. App. 2012).
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Christopher v. Sinyard, 723 S.E.2d 78 (Ga. Ct. App. 2012). · cites it 2× “, OCGA §§ 14-2-206 (a) (pertinently providing that the incorporators or directors shall adopt initial bylaws for the corporation), 14-2-1601 (pertinently requiring the keeping of minutes of meetings), and 14-2-1622 (pertinently requiring the filing of an annual registration with…”
Donna Andrews, as the Adm'r of the Est. of Johnny L. Fleak v. Blue Ridge Nh Assocs., LLC (Ga. Ct. App. 2019). · cites it 10× “Here, because the Secretary of State’s date and time endorsement on Blue Ridge HC’s 2018 Annual Registration reflects that the document was filed with the Secretary on March 15, 2018, that was the effective date of the document.”
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