O.C.G.A.

O.C.G.A. § 14-3-205 (2019)

Organizational meeting

✓ 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) After incorporation:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) To elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.

History

(Code 1981, § 14-3-205, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 25.)

Annotations

JUDICIAL DECISIONS New association had no authority. - In a homeowner’s suit against a new association, the trial court erred by granting the new association summary judgment under the doctrine of corporate continuity because the mere filing of articles of incorporation by the new association was not enough as there was no transfer

of any assets, no vote to incorporate the new association, nor any other act taken by a majority of purported members following the dissolution of the old association to grant the new association any authority. Sager v. Ivy Falls Plantation Homeowners Association, Inc., 339 Ga. App. 111, 793 S.E.2d 455 (2016).

RESEARCH REFERENCES Am. Jur. 2d. - 18A Am. Jur. 2d, Corporations, § 179.

C.J.S. - 7 C.J.S., Associations, § 5. 18 C.J.S., Corporations, § 52.

Notes of Decisions

Cited in 2 cases, 2016–2016 · leading case: Sager v. Ivy Falls Plantation Homeowners' Ass'n, 793 S.E.2d 455 (Ga. Ct. App. 2016).

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Sager v. Ivy Falls Plantation Homeowners' Ass'n, 793 S.E.2d 455 (Ga. Ct. App. 2016). · cites it 2× “See generally OCGA § 14-3-205 (a) (2) (“After incorporation .”

Cynthia Sager v. Ivy Falls Plantation Homeowners' Ass'n, Inc. (Ga. Ct. App. 2016). “But merely filing articles of incorporation for a new entity and calling it the governing authority 23 See generally § 14-3-205 (a) (2) (“After incorporation .”

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.