O.C.G.A.

O.C.G.A. § 14-3-722 (2019)

Quorum

✓ 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 this chapter, the articles, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.

(d) Unless 20 percent or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

History

(Code 1981, § 14-3-722, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT This section is based on the Model Act and differs substantially from the Business Code. Many nonprofit corporations have low member attendance at meetings and need a low quorum requirement to hold annual, regular or special meetings. In recognition of this fact, this section imposes a low threshold or lower limit of ten percent, subject to the corporation’s articles and bylaws, either of which may impose a higher or lower quorum requirement. The bylaws may provide, for example, that a quorum is composed of those attending the meeting or voting on the matter. In such a case, a quorum would be present if one member attended the

meeting or voted on the matter. The low quorum requirement creates the potential for a few members to take over a meeting and vote upon matters not described in the notice. Subsection (d) is designed to mitigate this problem by prohibiting members from voting on a matter not described in the meeting notice unless twenty percent of the voting power is present or represented at the meeting. At special meetings, members may vote only on matters described in the meeting notice. See section 14-3-702(e). JUDICIAL DECISIONS For purposes of interlocutory injunctive relief, the trial court properly found that the second of two factions controlled a nonprofit corporation. There was evidence that the corporation, a temple, had members, consisting of people who regularly attended the temple and participated in its events; furthermore, there

was evidence that the members had been properly notified of an annual meeting and that more than 50 percent of the members appeared at the meeting and voted unanimously to elect the second faction to the board of directors. Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).

Notes of Decisions

Cited in 2 cases, 2004–2007 · leading case: Nguyen v. Tran, 652 S.E.2d 881 (Ga. Ct. App. 2007).

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Nguyen v. Tran, 652 S.E.2d 881 (Ga. Ct. App. 2007). · cites it 2× “14 OCGA§ 14-3-722 (a). 15 OCGA§ 14-3-725 (a).”

Jackson v. Members of Calvary Missionary Baptist Church, 603 S.E.2d 711 (Ga. Ct. App. 2004). · cites it 2× “Even if the bylaws had not indicated the requisite number of members that must be present to constitute a quorum, the number of members present at the meeting would also have met the quorum requirements under OCGA § 14-3-722 (a).”

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.