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Georgia's Electronic Voting and Virtual Meeting Statutes

Electronic Voting Statute

Corporations and Partnerships - Title 14, Section 14-3-704 - (a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least a majority of the voting power. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing at least a majority of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) No consent in writing or by electronic transmission signed under this Code section shall be valid unless:

(1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or

(2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.

(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent.

(d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document.

(e) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.

(f) An electronic transmission which is transmitted by a member that evidences a members consent or approval on a ballot, requests or demands an action to be taken by the corporation, or provides notice to the corporation under this chapter shall be deemed to be written, signed, and dated for the purposes of this chapter, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the electronic transmission was transmitted by the member and (2) the date on which such member transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.

Virtual Meeting Statute

Georgia commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Georgia Nonprofit Corporation Code governs nonprofit corporations regarding corporate structure and procedure. Georgia associations must be organized as either nonprofit or for-profit corporations before recording a declaration. If an association is organized as a nonprofit, it will be governed by the Georgia Nonprofit Corporation Code. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporation Code

2018 Georgia Code Title 14 - Corporations, Partnerships, and Associations Chapter 3 - Nonprofit Corporations Article 8 - Directors and Officers Part 2 - Meetings and Action of the Board § 14-3-820. Meetings of directors

(b) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Universal Citation: GA Code § 14-3-820 (2018)

Executive Order Reducing Regulations to Assist the State’s Response to the Spread of COVID-19

That any corporation incorporated under the laws of the State of Georgia that must hold a meeting of its shareholders pursuant to Code Sections 14-2-701 or 14-2-702 during this Public Health State of Emergency shall be permitted to conduct its shareholder meeting by means of remote communication in lieu of holding a physical meeting, provided that the corporation's board of directors establishes procedures to enable verified shareholders and proxyholders not physically present at a meeting with a reasonable opportunity to participate, be deemed present in person, and be permitted to vote on matters submitted at the meeting.