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O.C.G.A. § 14-3-1002 — Amendment where corporation has no members or members not entitled to vote | Georgia Code

O.C.G.A. § 14-3-1002 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

14-3-1002. Amendment where corporation has no members or members not entitled to vote.

If a corporation has no members or no members entitled to vote thereon, its incorporators until directors have been chosen and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041.

(Code 1981, §14-3-1002, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on the Model Act. If a corporation has no members or no members entitled to vote an amendment to the articles, the board may amend the articles by majority vote, subject to any approval that may be required pursuant to section 14-3-1030 or 14-3-1041. Members are not entitled to vote on amendments to the articles unless the corporation's articles or bylaws grant them such a right. See section 14-3-610.

JUDICIAL DECISIONS

Cited in Morales v. Sevananda, Inc., 162 Ga. App. 854, 293 S.E.2d 387 (1982).

RESEARCH REFERENCES

Am. Jur. 2d.

- 6 Am. Jur. 2d, Associations and Clubs, § 7. 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, 80.

ALR.

- Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.

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This Georgia Code resource is curated by the attorney maintaining this site, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.