O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-3-741 (2019)

Standing

✓ 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 derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power

CORPORATIONS & PARTNERSHIPS or by 50 members, whichever is less. A director or members may not commence or maintain a derivative proceeding unless the director or members:

(1) Was a director or were members of the corporation at the time of the act or omission complained of (or became a member through transfer by operation of law from one who was a member at that time); or is a director or are members at the time the proceeding is commenced; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

History

(Code 1981, § 14-3-741, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT Following the Model Act, this section authorizes any director to bring a derivative proceeding, as well as member(s) holding 5 percent or more of the voting power or 50 members, whichever is less. The Model Act requires the director or member to be such at the time the proceeding is commenced, but not at the time of the act or omission that is the subject of the proceeding. The Business Code takes the opposite approach: the complainant must have been a shareholder at the time of the act or omission in question. This section confers standing on directors or members who satisfy either criteria. JUDICIAL DECISIONS Cited in Holmes v. Peebles, 251 Ga. App. 417, 554 S.E.2d 566 (2001).

Notes of Decisions
Cited in 8 cases (5 in the last 5 years), 1994–2026 · leading case: Holmes v. Peebles, 554 S.E.2d 566 (Ga. Ct. App. 2001).
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Holmes v. Peebles, 554 S.E.2d 566 (Ga. Ct. App. 2001). · cites it 2× “With respect to the derivative claim, the trial court ruled that the plaintiffs had failed to satisfy OCGA § 14-3-741, which provides that a derivative action on behalf of a nonprofit corporation may be brought by “any member or members having 5 percent or more of the voting…”
Dunn v. Ceccarelli, 489 S.E.2d 563 (Ga. Ct. App. 1997). · cites it 2× “6 OCGA § 14-3-741 provides, “A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 members, whichever is less.”
O'Donnell v. Sardegna, 646 A.2d 398 (Md. 1994). “Code § 5710(b) (West 1991); Ga.Code Ann. § 14-3-741 (Michie 1994); Idaho Code § 30-3-44 (1) (1993); Ill.”
Alan Boaz v. Thirteen Hundred on Lake Nottely Prop. Owners Ass'n, Inc. (Ga. Ct. App. 2026). · cites it 6× “, Appellants were required to bring a derivative action against the Association under OCGA § 14-3-741 of the Georgia Nonprofit Corporation Code.”
North Walhalla Props., LLC v. Kennestone Gates Condo. Ass'n, Inc. (Ga. Ct. App. 2021). · cites it 2× “Accordingly, we must decide whether Walhalla has standing to sue individually, as it lacks standing to sue derivatively.”
Casey Murray v. Lexington Park of Fulton Cnty. Cmty. Ass'n, Inc. (Ga. Ct. App. 2024). · cites it 2× “To have standing to sue individually, rather than derivatively on behalf of the corporation, the plaintiff must allege more than an injury resulting from a wrong to the corporation.”
Carla Willis v. Water's Edge Homeowner's Ass'n, Inc. (Ga. Ct. App. 2023). · cites it 2× “But after permitting the members to add additional plaintiffs to satisfy OCGA § 14-3-741 (a) (3), which permits a derivative proceeding to be brought by a group of 50 or more members of a corporation, the trial court denied the association’s motion as moot.”
St. Michael's Bay Homeowners Ass'n, Inc. v. Aleshia Hadden-kaser (Ga. Ct. App. 2026). · cites it 2× “7 OCGA § 14-3-741(a). 8 Accordingly, the trial court did not need to reach the issue of whether the Members satisfied the required pre-suit notice for a derivative proceeding under OCGA § 14-3-742(a)(1), and we do not address this issue.”
— 14-3-741(a) — 1 case
St. Michael's Bay Homeowners Ass'n, Inc. v. Aleshia Hadden-kaser (Ga. Ct. App. 2026). “7 OCGA § 14-3-741(a). 8 Accordingly, the trial court did not need to reach the issue of whether the Members satisfied the required pre-suit notice for a derivative proceeding under OCGA § 14-3-742(a)(1), and we do not address this issue.”
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.