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2018 Georgia Code 14-3-1022 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-1022 Case Law from Google Scholar Amendments to OCGA 14-3-1022

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

14-3-1022. Voting by classes of members.

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:

  1. The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;
  2. If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and
  3. If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(Code 1981, §14-3-1022, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1992, p. 6, § 14.)

COMMENT

See Comment to section 14-3-1004.

PART 3 A PPROVAL OF AMENDMENTS

14-3-1030. When approval by specified person required.

The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons.

(Code 1981, §14-3-1030, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is taken from the Model Act. It validates the practice of some nonprofit corporations of giving a specified person or entity veto power over amendments to the articles or bylaws. Because "person" is broadly defined, this veto power may be given to any individual (including a member or delegate) or to an entity.

PART 4 A MENDMENT TO OPERATE FOR PROFIT

COMMENT

This part has no counterpart in the Model Act or the Business Code. It authorizes and provides a mechanism for conversion of a nonprofit corporation to a business corporation. For charitable corporations described in section 14-3-1302(a)(2), the special provisions of section 14-3-1041 must be followed.

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