O.C.G.A.

O.C.G.A. § 46-3-265 (2019)

Quorum of members; adjournment of meeting by majority of members represented at meeting

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
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.
Find cases: SyfertCases citing this section GA-LEGlegis.ga.gov (official) JustiaJustia CornellLII Search CasesGoogle Scholar

(a) Unless otherwise provided in the articles of incorporation or in bylaws adopted by the members, 10 percent of the members entitled to vote shall constitute a quorum at a meeting of members.

(b) If a quorum is present, the affirmative vote of a majority of the members represented at the meeting shall be the act of the membership unless the vote of a greater number is required by this article, the articles of incorporation, or the bylaws.

(c) When a quorum is once present to organize a meeting, the members present may continue to do business at the meeting, or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.

(d) A majority of the members represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

History

(Code 1933, § 34C-509, enacted by Ga. L. 1981, p. 1587, § 1.)

Annotations

JUDICIAL DECISIONS

Proxy voting amendment violated settlement agreement. - Electric membership corporation (EMC) board's proxy voting bylaw amendment violated the terms of a settlement agreement reached between the EMC and the corporation's members because the amendment significantly changed the conditions under which the parties' agreed-upon plan for proposing proxy voting to the members was implemented. It therefore violated the spirit if not the letter of the agreement in contravention of O.C.G.A. § 13-4-20. Brown v. Pounds, 289 Ga. 338, 711 S.E.2d 646 (2011).

RESEARCH REFERENCES

Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, §§ 993-998, 1012-1014, 1372, 1373.

C.J.S. - 18 C.J.S., Corporations, § 370.