O.C.G.A.

O.C.G.A. § 46-8-49 (2019)

Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting

✓ 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 otherwise provided by the charter or bylaws, any action required by this title to be taken by a railroad company at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee thereof, may be taken without a meeting if written consent setting forth the action so taken is signed by all the directors, or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the board or of the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or any document filed with any official of the state under this title.

(b) Unless otherwise provided by the charter or bylaws, any action required by the shareholders of a railroad company or any committee thereof may be taken at a meeting of the shareholders. Any action which may be taken at a meeting of the shareholders or by a committee thereof may be taken without a meeting if written consent setting forth the action so taken is signed by all the shareholders or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the shareholders or committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with any official of this state under this title.

History

(Ga. L. 1969, p. 589, § 5; Ga. L. 1983, p. 445, § 2.)

Annotations

OPINIONS OF THE ATTORNEY GENERAL Applicability to §§ 46-8-46 through 46-8-51 to railroads incorporated under Art. 12, Ch. 8, T. 46. - Provisions of Senate Bill 73, Act No. 436 (1969) (see O.C.G.A. §§ 46-8-46 through 46-8-51) applied to rail-

road companies incorporated under former Code 1933, Ch. 94-10 (see O.C.G.A. Art. 12, Ch. 8, T. 46), dealing with street and interurban railways. 1969 Op. Att’y Gen. No. 69-290.

RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, §§ 1448-1450.

C.J.S. - 19 C.J.S., Corporations, § 462.