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Call Now: 904-383-7448If 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.)
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.
- 6 Am. Jur. 2d, Associations and Clubs, § 7. 18 Am. Jur. 2d, Corporations, § 78 et seq.
- 7 C.J.S., Associations, § 6. 10 C.J.S., Beneficial Associations, § 25. 18 C.J.S., Corporations, §§ 77, 78, 80.
- 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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