O.C.G.A. § 14-2-305 (2019)
Submission of certain matters to shareholder vote
Subject to the requirements set forth in paragraph (1) of subsection (b) of Code Section 14-2-1003, with respect to the submission of amendments to the articles of incorporation to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1103, with respect to the submission of a plan of merger or share exchange to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1202, with respect to the submission of a disposition of assets requiring shareholder approval to shareholders; and paragraph (1) of subsection (b) of Code Section 14-2-1402, with respect to the submission of a proposed dissolution to shareholders, a corporation may agree to submit a matter to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to adopting or approving such matter that such matter is no longer advisable and recommends that the shareholders reject or vote against the matter.
History
(Code 1981, § 14-2-305, enacted by Ga. L. 2006, p. 825, § 2/SB 469.)
Annotations
COMMENT Note to 2006 Amendment The Code requires that certain matters, such as certain amendments to the articles of incorporation, certain mergers, dispositions of all or substantially all assets and dissolution, be submitted to shareholders for approval. In addition, stock exchange listing requirements mandate that certain matters be submitted for shareholder approval in the absence of a state law requirement, and shareholder approval may be necessary to secure certain benefits that are available under securities and tax laws or regulations. The addition of new Code Section 14-2-305, which is based on Section 146 of the General Corporate Law of the Sate of Delaware, coupled with the amendments to subsections (b)(1) of Code Sections 14-2-1003, 14-2-1103, 14-2-1202 and 14-2-1402, clarify that directors may authorize the corporation to agree with another person to submit a matter to shareholders, but reserve the ability to change their recommendation.
CORPORATIONS & PARTNERSHIPS
Law reviews. - For article, ‘‘2006 Amendments to Georgia’s Corporate Code
and Alternative Entity Statutes,’’ see 12 Ga. St. B. J. 12 (2007).
ARTICLE 4 NAME
Law reviews. - For article, ‘‘Changes in Corporate Practice under Georgia’s New Business Corporation Code,’’ see 40
Mercer L. Rev. 655 (1989). For article, ‘‘Georgia’s New Business Corporation Code,’’ see 24 Ga. St. B. J. 158 (1988).
RESEARCH REFERENCES ALR. - Construction and effect of statutes as to doing business under an assumed or fictitious name or designation not showing the names of the persons interested, 45 ALR 198; 42 ALR2d 516. Use of abbreviations of name of municipal body or private corporation in desig-
nating party to judicial proceedings, 167 ALR 1217. Right to protection of corporate name, as between domestic corporation and foreign corporation not qualified to do business in state, 26 ALR3d 994.