Voting

O.C.G.A. tit. 14, ch. 3, art. 7, pt. 2

in effect

O.C.G.A. § 14-3-720 Membership list for meeting.

14-3-720. Membership list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of and number of votes each member is entitled to vote at the meeting. Nothing contained in this Code section shall require the corporation to include email addresses or other information for delivery of electronic transmissions on such list. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or upon request or (2) during ordinary business hours at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to members of the corporation. A member, a member's agent, or a member's attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held wholly or partially by means of remote communication, then the list shall be open to the examination of any member, member's agent, or member's attorney during the duration of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to members of the corporation or their agents or attorneys. (d) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect or copy the list of members before or at the meeting (as permitted by subsection (b) of this Code section), the superior court, on application of the member, may summarily order the inspection or copying at the corporation's expense; postpone the meeting for which the list was prepared until the inspection or copying is complete; order the corporation to pay the member's costs, including reasonable attorney's fees, incurred to obtain the order; and order other appropriate relief. (e) Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting. (Code 1981, § 14-3-720, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 36.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-721 Number of votes to which member entitled; effect of membership in names of two or more persons.

14-3-721. Number of votes to which member entitled; effect of membership in names of two or more persons. (a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect: (1) If only one votes, such act binds all; and (2) If more than one votes, the vote shall be divided on a pro rata basis. (Code 1981, § 14-3-721, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-722 Quorum.

14-3-722. Quorum. (a) Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter. Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter. (b) An amendment to the articles or bylaws that changes or removes a greater quorum requirement shall meet such existing quorum requirement and shall be adopted by the same vote required to take action under the existing quorum requirement prescribed in the provision being amended. (c) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. (d) Notwithstanding subsection (a) of this Code section, for a corporation in existence prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum. (Code 1981, § 14-3-722, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-723 Majority of votes constitutes act of membership.

14-3-723. Majority of votes constitutes act of membership. (a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members. (b) The articles or bylaws may provide for a greater voting requirement for members than is provided for by this chapter. (c) An amendment to the articles or bylaws that changes or removes a greater voting requirement shall be adopted by the same vote required to take action under the existing voting requirement prescribed in the provision being amended. (Code 1981, § 14-3-723, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-724 Proxies.

14-3-724. Proxies. (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney in fact authorized the electronic transmission. (c) An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. (d) An appointment of a proxy is revocable by the member. (e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (f) Appointment of a proxy is revoked by the person appointing the proxy: (1) Attending any meeting and voting in person; or (2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. (h) Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission. (i) A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section. (Code 1981, § 14-3-724, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 37.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-725 Voting requirements for election of directors; cumulative voting.

14-3-725. Voting requirements for election of directors; cumulative voting. (a) Unless otherwise provided in the articles or bylaws, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (c) Cumulative voting is not authorized at a particular meeting unless: (1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. (d) A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. (e) Members may not cumulatively vote if the directors and members are identical. (Code 1981, § 14-3-725, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-726 Election of directors by category.

14-3-726. Election of directors by category. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) By chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; (4) By class; or (5) By any other reasonable method. (Code 1981, § 14-3-726, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-727 Validity of signature on proxy.

14-3-727. Validity of signature on proxy. (a) 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. (b) 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. (c) 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. (d) 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. (e) 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.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026