Notices; Waivers of Notice

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Provisions Applicable to Department of Banking and Finance and Financial Institutions Generally
  6. Purposes and Preliminary Matters
  7. Notices; Waivers of Notice

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Except as otherwise expressly provided:

  1. Any notice required to be given under this chapter may be delivered in person or by first-class mail or statutory overnight delivery to the last known address of the person or corporation or to the registered office of the corporation. If the notice is sent by first-class mail or statutory overnight delivery, it shall be deemed to have been given when deposited in the United States mail or with a commercial firm regularly engaged in the business of document delivery;
  2. In addition to the methods of notice provided for in paragraph (1) of this Code section, notice of meetings, including annual and special meetings, may be delivered by electronic transmission, including but not limited to e-mails, pursuant to Code Section 14-2-141;
  3. If such notice is of a meeting, it shall specify the place, day, and hour of the meeting. Notice of a meeting of shareholders shall be given not less than ten nor more than 60 days before the meeting. Notice of a special meeting shall specify the general nature of the business to be transacted;
  4. Any written notice required to be given under this chapter need not be given if there is a waiver thereof in writing signed by the person or on behalf of the corporation entitled to such notice or by their proxy, whether before or after the time when the notice would otherwise be required to be given, provided that no such waiver shall apply by its terms to more than one required notice;
  5. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened; and
  6. If the language of a proposed resolution or a proposed plan requiring approval by shareholders is included in a written notice of a meeting of shareholders, the shareholders' meeting considering the resolution or plan may adopt it with such clarifying or other amendments as do not enlarge its original purpose without further notice to shareholders not present in person or by proxy.

(Code 1933, § 41A-107, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2005, p. 826, § 2/SB 82; Ga. L. 2006, p. 72, § 7/SB 465; Ga. L. 2015, p. 344, § 2/HB 184; Ga. L. 2018, p. 214, § 1/HB 780.)

The 2018 amendment, effective May 3, 2018, inserted "or" following "in person" in the first sentence of paragraph (1). See Editor's notes for applicability.

Editor's notes.

- Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: "It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018."

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 954 et seq. 18B Am. Jur. 2d, Corporations, § 1344.

C.J.S.

- 9 C.J.S., Banks and Banking, §§ 50, 51, 167.


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