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2018 Georgia Code 14-2-726 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-726 Case Law from Google Scholar Amendments to OCGA 14-2-726

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 7 SHAREHOLDERS

14-2-726. Action by single and multiple voting groups.

  1. If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Code Section 14-2-725.
  2. If the articles of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Code Section 14-2-725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

(Code 1981, §14-2-726, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 7.26. There was no counterpart in former Georgia law.

Subsection (a) provides that when a matter is to be voted upon by a single voting group, action is taken when the voting group votes upon the action as provided in Section 14-2-725. In most instances the single voting group will consist of all the shares of the class or classes entitled to vote by the articles of incorporation; voting by two or more voting groups as contemplated by subsection (b) is the exceptional case.

Subsection (b) basically requires that if more than one voting group is entitled to vote on a matter, favorable action on a matter is taken only when it is voted upon favorably by each voting group, counted separately. Implicit in this section are the concepts that (1) different quorum and voting requirements may be applicable to different matters considered at a single meeting and (2) different quorum and voting requirements may be applicable to different voting groups on the same matter. See the Comment to Section 14-2-725.

Cross-References Amendment of articles of incorporation, see § 14-2-1004. Change of voting group requirements, see § 14-2-727. Merger and share exchange, see § 14-2-1103. Number of votes per share, see § 14-2-721. Quorum and voting requirements, see § 14-2-725. Supermajority requirements, see § 14-2-727. Voting by voting groups on amendments of articles of incorporation, see § 14-2-1004. "Voting group" defined, see § 14-2-140.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 923 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 461.

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