COMMENT

This section is based both on the Model Act and on its Business Code counterpart. It recognizes that some nonprofit corporations hold regular meetings of members in addition to the required annual meeting of members. Action taken at such regular meetings must comply with the notice requirements of sections 14-3-705 and 14-3-706.

Many nonprofit corporations operate informally and may fail to hold an annual members' meeting. Such a failure neither affects the validity of corporate actions (subsection (f)) nor the status of the directors, who, under section 14-3-805(d), continue to serve until their successors are elected, despite the expiration of their terms. Thus, the corporation can continue to function and the actions taken by the board and the officers and employees will not be subject to invalidation on the basis of the failure to hold the annual members' meeting. Failure by the board to call the annual meeting, however, might constitute a breach of the duties established in section 14-3-830.

Subsection (c) permits annual and regular meetings to be held at the corporation's principal office or other suitable place. Some nonprofit corporations may not have a "principal office," and this change is designed to accommodate such situations.

JUDICIAL DECISIONS

Trial court's order that a church call for an annual meeting of its membership in accordance with the provisions of O.C.G.A. § 14-3-701 constituted an unconstitutional judicial interference in the government of the church. First Born Church of Living God, Inc. v. Hill, 267 Ga. 633, 481 S.E.2d 221 (1997).