An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation.An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(Code 1981, §14-3-1008, enacted by Ga. L. 1991, p. 465, § 1.)
RESEARCH REFERENCES
Am. Jur. 2d.
- 6 Am. Jur. 2d, Associations and Clubs, § 9. 18 Am. Jur. 2d, Corporations, § 83.
C.J.S.- 7 C.J.S., Associations, § 6. 18 C.J.S., Corporations, § 81.
PART 2 AMENDMENT OF BYLAWS
14-3-1020. Amendment where corporation has no members or members not entitled to vote.
If a corporation has no members or no members entitled to vote thereon, its incorporators until the organizational meeting of directors and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041.
(Code 1981, §14-3-1020, enacted by Ga. L. 1991, p. 465, § 1.)
COMMENTThis section is based on the Model Act. If a corporation has no members entitled to vote on bylaw amendments, then the directors may amend the bylaws, subject to any approval that may be required pursuant to section 14-3-1030 or 14-3-1041.