O.C.G.A.

O.C.G.A. § 14-3-1402 (2019)

Proposal of dissolution and approval thereof

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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(a) A corporation’s board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows:

(1) For a proposal to dissolve to be adopted:

(A) The board of directors must recommend dissolution to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its determination to the members; and

(B) The members entitled to vote must approve the proposal to dissolve as provided in paragraph (4) of this subsection;

CORPORATIONS & PARTNERSHIPS

(2) The board of directors may condition its submission of the proposal for dissolution on any basis;

(3) The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with Code Section

Notes of Decisions

Cited in 2 cases, 2004–2005 · leading case: Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005).

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Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). · cites it 12× “This is true even though, under OCGA § 14-3-1402 (b), the Board had the unilateral power to approve a dissolution of the College.”

Baptist Convention v. Shorter Coll., 596 S.E.2d 761 (Ga. Ct. App. 2004). · cites it 4× “19 OCGA § 14-3-1402 (a). 20 OCGA § 14-3-1402 (b), (c).”

— 14-3-1402(b) — 1 case

Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). “This is true even though, under OCGA § 14-3-1402 (b), the Board had the unilateral power to approve a dissolution of the College.”

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