§ 14-3-821 — Action taken without meeting

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (c) of this Code section. (b) A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors required for an action to be taken. (c) Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. (d) Action taken under this Code section is effective when the last required signed consent is delivered to the corporation, unless the consent specifies a different effective date. (e) A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document. (f) Except as otherwise provided in the articles or bylaws, whenever this chapter, the articles, or the bylaws require the signature of a director, the signature may be manual, facsimile, conformed, or electronic.

Legislative History

Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023. Amended by 2004 Ga. Laws 533, § 40, eff. 7/1/2004.