O.C.G.A.

O.C.G.A. § 14-3-703 (2019)

Court-ordered meetings

✓ 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) The superior court may summarily order a meeting to be held:

(1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or

(2) On application of any member or other person entitled to participate in a regular meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if a regular meeting is not held within 40 days after the date it was required to be held; or

(3) On application of a member who signed a demand for a special meeting valid under Code Section 14-3-702, a person or persons entitled to call a special meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if:

(A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

(B) The special meeting was not held in accordance with the notice.

(b) After notice to the corporation, the court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) If the court orders a meeting, it may also order the corporation to pay the member’s or other person’s costs (including reasonable counsel fees) incurred to obtain the order.

History

(Code 1981, § 14-3-703, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT This section is based both on the Model Act and on its Business Code counterpart. It authorizes members and those authorized to participate in an annual meeting to petition the superior court for an order compelling a meeting. In addition, the Attorney General may initiate the litigation in the case of corporations described in section 14-3-1302(a)(2) (basically charitable corporations). Unlike its Business Code counterpart, this section specifically authorizes the court to order the corporation to pay the costs of bringing the action, including attorneys’ fees. 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). Cited in Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).

Notes of Decisions
Cited in 3 cases, 1997–2007 · leading case: First Born Church of Living God, Inc. v. Hill, 481 S.E.2d 221 (Ga. 1997).
First Born Church of Living God, Inc. v. Hill, 481 S.E.2d 221 (Ga. 1997). · cites it 8× “Invoking OCGA § 14-3-703 (a) of the Georgia Nonprofit Corporation Code (GNCC), Members filed this action to compel an annual meeting of the Church membership.”
Waverly Hall Baptist Church, Inc. v. Branham, 625 S.E.2d 23 (Ga. Ct. App. 2005). · cites it 2× “After a hearing, the trial court: (1) found it had authority and jurisdiction to address the plaintiffs’ complaint; (2) ordered the nonprofit church to hold a meeting in accordance with OCGA § 14-3-703; (3) set forth the items to be voted on at the meeting, including whether to…”
Nguyen v. Tran, 652 S.E.2d 881 (Ga. Ct. App. 2007). · cites it 2× “11 OCGA§ 14-3-703. 12 OCGA§ 14-3-705 (a). 13 OCGA§ 14-3-705 (c).”
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.