O.C.G.A.

O.C.G.A. § 14-3-708 (2019)

Action taken without 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) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot in writing or by electronic transmission to every member entitled to vote on the matter.

(b) A ballot in writing or by electronic transmission shall:

(1) Set forth each proposed action; and

(2) Provide an opportunity to vote for or against each proposed action.

(c) Approval by ballot in writing or by electronic transmission pursuant to this Code section shall be valid only when the number of

CORPORATIONS & PARTNERSHIPS votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by ballot in writing or by electronic transmission shall:

(1) Indicate the number of responses needed to meet the quorum requirements;

(2) State the percentage of approvals necessary to approve each matter other than election of directors; and

(3) Specify the time by which a ballot must be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or bylaws, a ballot in writing or by electronic transmission may not be revoked.

History

(Code 1981, § 14-3-708, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 35.)

Annotations

COMMENT This section is based on the Model Act. It authorizes election of directors and approval of actions by written ballot. The ballots must be distributed to every member entitled to vote and provide specified information. To ease the problem of counting ballots, subsection (e) prohibits revocation of ballots unless revocation is authorized by the articles or bylaws.

PART 2 VOTING

Notes of Decisions
Cited in 1 case (1 in the last 5 years), 2023–2023 · leading case: Carla Willis v. Water's Edge Homeowner's Ass'n, Inc. (Ga. Ct. App. 2023).
Carla Willis v. Water's Edge Homeowner's Ass'n, Inc. (Ga. Ct. App. 2023). · cites it 2× “(These Code provisions previously were set out in OCGA § 14-3-708 (2022).) As for the bylaws, the one entitled “Written Ballot,” has language similar to OCGA § 14-3-707.”
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.