O.C.G.A.

O.C.G.A. § 14-3-160 (2019)

Authority of court to order meetings; notice; validity of meeting or vote

✓ 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) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the Attorney General, the superior court may order that such a meeting be called or that a ballot in writing or by electronic transmission or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this Code section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, or this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this Code section the court may determine who the members or directors are.

(c) The order issued pursuant to this Code section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.

(d) Whenever practical, any order issued pursuant to this Code section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this Code section; provided, however, that an order under this Code section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.

(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this Code section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.

History

(Code 1981, § 14-3-160, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 23.)

Annotations

COMMENT This provision is taken from the Model Act. It provides a mechanism by which a nonprofit corporation can call or conduct a meeting of its members, directors or delegates, or obtain their consent, when it is otherwise impossible or impractical to do so.

PART 6 POWERS OF ATTORNEY GENERAL RESEARCH REFERENCES ALR. - Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 ALR 118.

Notes of Decisions
Cited in 1 case, 2005–2005 · leading case: Waverly Hall Baptist Church, Inc. v. Branham, 625 S.E.2d 23 (Ga. Ct. App. 2005).
Waverly Hall Baptist Church, Inc. v. Branham, 625 S.E.2d 23 (Ga. Ct. App. 2005). · cites it 6× “The appellees also petitioned the court to determine church membership, to order the appellants to hold a meeting in accordance with OCGA§§ 14-3-160 and 14-3-703 for church members to vote on whether Wilkerson and the deacons should be removed, and to appoint a neutral moderator…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.