TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 7
MEETINGS
14-3-703. Court-ordered meetings.
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The superior court may summarily order a meeting to be held:
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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
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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
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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:
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Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
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The special meeting was not held in accordance with the notice.
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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.
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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.
(Code 1981, §14-3-703, enacted by Ga. L. 1991, p. 465, § 1.)
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.
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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).
