O.C.G.A. § 14-3-1001 (2019)
Authority of corporation to amend
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
History
(Code 1981, § 14-3-1001, enacted by Ga. L. 1991, p. 465, § 1.)
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former § 14-3-150 are included in the annotations for this Code section. Restructure of board of directors. - Fact that under original articles of incorporation, members of board of directors of nonprofit corporation could be re-
moved from office, with or without cause, only by two-thirds’ vote of entire board, did not preclude majority of board from amending articles of incorporation so as to entirely restructure board of directors and eliminate lifetime directorships. Morales v. Sevananda, Inc., 162 Ga. App. 854, 293 S.E.2d 387 (1982) (decided under former § 14-3-150).
RESEARCH REFERENCES Am. Jur. 2d. - 18 Am. Jur. 2d, Corporations, § 78 et seq. C.J.S. - 7 C.J.S., Associations, § 6. 10 C.J.S., Beneficial Associations, § 25. 18 C.J.S., Corporations, §§ 77, 78. 77 C.J.S., Religious Societies, §§ 15, 16. ALR. - Applicability to corporations not organized for profit of statutes pre-
scribing conditions under which foreign corporations may do business within state, 37 ALR 1283. Power of corporation to amend its charter in respect of character or kind of business, 111 ALR 1525. Power of corporation to change obligations to stockholders, 117 ALR 1290.