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2018 Georgia Code 14-3-727 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-727 Case Law from Google Scholar Amendments to OCGA 14-3-727

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 7 MEETINGS

14-3-727. Validity of signature on proxy.

  1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
  2. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
    1. The member is an entity and the name signed purports to be that of an officer or agent of the entity;
    2. The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;
    3. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders;
    4. The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests,evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or
    5. The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
  3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member or about the faithfulness or completeness of the reproduction when the original has not been examined.
  4. The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section 14-3-724 are not liable in damages to the member for the consequences of the acceptance or rejection.
  5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section 14-3-724 is valid unless a court of competent jurisdiction determines otherwise.

(Code 1981, §14-3-727, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 38.)

COMMENT

This section is based on the Model Act and on its Business Code counterpart, section 14-2-724.

PART 3 V OTING AGREEMENTS

14-3-730. Agreements among members.

  1. Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 20 years. For corporations described in paragraph (2) of subsection (a) of Code Section 14-3-1302, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.
  2. A voting agreement created under this Code section is specifically enforceable.

(Code 1981, §14-3-730, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on the Model Act and on its Business Code counterpart, section 14-2-731. It permits written voting agreements between or among members and provides that such agreements may be valid for up to twenty years. Voting agreements among members of corporations described in section 14-3-1302(a)(2) must be for a reasonable purpose that is not inconsistent with the corporation's purposes.

PART 4 D ERIVATIVE PROCEEDINGS

14-3-740. Definitions.

As used in this part, the term:

  1. "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign corporation.
  2. "Member" includes those who are members under Code Section 14-3-140, as well as any person who is entitled to some portion of the corporation's property upon dissolution, and any person or class of persons specifically designated in the corporation's bylaws or articles of incorporation as having standing to bring a derivative proceeding.

(Code 1981, §14-3-740, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

Part 4 of article 7 of the Code is based on the Model Act and on its counterpart in the Business Code. Prior law did not address the issue of derivative actions involving nonprofit corporations. The Model Act, which was approved prior to amendments to the Revised Model Business Corporation Act concerning derivative actions, contains a single section authorizing derivative actions. This part adopts the approach taken by the Revised Model Business Corporation Act and by the Business Code, with refinements to reflect the different constituencies.

"Member" is specially defined for purposes of this part to include persons whose special interest in the corporation should give them standing to bring a derivative proceeding. Those persons include anyone entitled to some portion of the corporation's property upon dissolution and anyone specifically designated in the corporation's articles or bylaws as having standing to bring a derivative proceeding. Remote contingent interests in a corporation's property are insufficient to qualify a person as a "member" for purposes of this part.

Cases Citing Georgia Code 14-3-727 From Courtlistener.com

Total Results: 5

Harris v. State

Court: Supreme Court of Georgia | Date Filed: 2022-06-01

Snippet: discretion. See Reed v. State, 291 Ga. 10, 13-14 (3) (727 SE2d 112) (2012). Here, the trial court

Norman v. State

Court: Supreme Court of Georgia | Date Filed: 2018-05-07

Citation: 814 S.E.2d 401

Snippet: standard of review." Reed v. State, 291 Ga. 10, 14 (3), 727 S.E.2d 112 (2012) (citation and punctuation omitted)

Bolling v. State

Court: Supreme Court of Georgia | Date Filed: 2017-03-06

Citation: 300 Ga. 694, 797 S.E.2d 872, 2017 WL 875045, 2017 Ga. LEXIS 159

Snippet: of discretion. See Reed v. State, 291 Ga. 10, 14 (3) (727 SE2d 112) (2012). OCGA § 24-8-804 (b) (1) (“Rule

Walker-Madden v. State

Court: Supreme Court of Georgia | Date Filed: 2016-05-09

Citation: 299 Ga. 32, 785 S.E.2d 879, 2016 WL 2619615, 2016 Ga. LEXIS 349

Snippet: See Reed v. State, 291 Ga. 10, 13-14 (3) (727 SE2d 112) (2012) (explaining our standard of

Simmons v. State

Court: Supreme Court of Georgia | Date Filed: 2012-10-15

Citation: 291 Ga. 705, 733 S.E.2d 280, 2012 Fulton County D. Rep. 3167, 2012 WL 4856997, 2012 Ga. LEXIS 775

Snippet: clearly erroneous.” Reed v. State, 291 Ga. 10, 14 (3) (727 SE2d 112) (2012) (citation and punctuation omitted)