Amendment Where Corporation Has No Members or Members Not Entitled to Vote

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Nonprofit Corporations
5. Amendment of Articles of Incorporation and Bylaws
6. Amendment of Bylaws
7. 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.)

COMMENT

This 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.

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