§ 7-1-432 — Meetings of shareholders

Georgia § 7-1-432

• Jurisdiction: Georgia
• Title: 7

Text

(a) (1) Except as provided in paragraph (3) of this subsection, meetings of the shareholders of a bank or trust company shall be held in person at such place within or without the state as shall be fixed by the bylaws or by the board of directors pursuant to the bylaws or, if not so fixed, at the main office of the bank or trust company. (2) Shareholders may participate and vote remotely at meetings of the shareholders if the bylaws of the bank or trust company explicitly provide an option for remote participation and voting. If the bylaws so provide, the board of directors shall: (A) Implement reasonable measures to: (i) Provide shareholders a reasonable opportunity to remotely participate in such meetings. Such measures may include, but are not limited to, audio webcast or other broadcast of the meeting but, in every instance, shall provide shareholders the ability to communicate substantially concurrently with the proceedings; (ii) Enable shareholders to vote or grant proxies at such meetings by means of electronic communication. Such measures may include, but are not limited to, telephonic or internet voting; and (iii) Verify that each person deemed present and permitted to vote remotely is a shareholder of record in order to ensure the integrity of the vote; (B) Provide the option for remote participation and voting at no cost to shareholders; and (C) Keep a record of remote attendance by shareholders and any vote or other action taken by a shareholder participating remotely. (3) In the event of a proclaimed emergency pursuant to Code Section 7-1-111 , the board of directors may apply to the department for authorization to conduct a meeting of the shareholders solely through remote participation. If such application is approved by the department, the board of directors shall comply with the requirements in paragraph (2) of this subsection. (b) There shall be at least one meeting of the shareholders in each calendar year for the election of directors. In addition, any matter relating to the bank or trust company, whether or not stated in the notice of meeting, may be brought up for action, except matters which this chapter requires to be stated in the notice of meeting. The time of such annual meeting shall be fixed by the bylaws or by the board of directors pursuant to the bylaws. If the annual meeting shall not be called and held during any calendar year, the principal court may, after notice to the bank or trust company, order a substitute annual meeting to be held upon the application of any shareholder. The principal court may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date for determination of shareholders entitled to vote, and the form of notice of such meeting. (c) Special meetings of the shareholders or a special meeting in lieu of the annual meeting of the shareholders may be called by the president, the chairman of the board of directors, the board of directors, or such other officers or persons as may be provided in the articles or bylaws or, in the event there are no officers or directors, then by any shareholder. Special meetings of the shareholders or a special meeting in lieu of the annual meeting of the shareholders shall be called by the bank or trust company upon the written request of the holders of not less than 25 percent of the outstanding shares of the bank or trust company entitled to vote in an election of directors. (d) Notice of annual and special meetings shall be given to shareholders of record pursuant to Code Section 7-1-6 . But when a meeting is adjourned to another time or place, it shall not be necessary, unless the bylaws require otherwise, to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given each shareholder of record on the new record date entitled to vote at such meeting. (e) Any action required by this chapter to be taken at a meeting of the shareholders of a bank or trust company, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if written consent setting forth the action so taken shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of shareholders and may be stated as such in any articles or document filed with the Secretary of State or the department under this chapter.

Legislative History

Amended by 2022 Ga. Laws 782,§ 7, eff. 5/2/2022. Amended by 2021 Ga. Laws 174,§ 5, eff. 7/1/2021.