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2018 Georgia Code 14-3-741 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-741 Case Law from Google Scholar Amendments to OCGA 14-3-741

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 7 MEETINGS

14-3-741. Standing.

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.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.

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

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).

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