Corporate Board Meeting and Written-Consent Requirements in Georgia

At a glance

Requirements one by one

The board exercises the ordinary corporate powers

O.C.G.A. § 14-2-801 says each ordinary corporation must have a board unless a listed statutory exception applies. Corporate powers are exercised “by or under the authority” of that board, and the business is managed under its direction and oversight. The articles and a qualifying shareholder agreement can change the ordinary allocation, so procedural compliance does not answer whether a particular transaction also needs shareholder or other approval.

Section 14-2-803 permits one or more directors and makes the articles or bylaws the source of the board's fixed number or method for fixing it. That number is important because Georgia uses different quorum formulas for fixed and variable-range boards.

The governing documents complete the ordinary call procedure

Section 14-2-820 permits regular and special meetings inside or outside Georgia. The current Chapter 2 board-meeting provisions do not name a default caller or supply a general adjournment procedure, so those mechanics must come from the articles, bylaws, or valid board action.

Georgia does supply a catastrophic-emergency route. Under §§ 14-2-207 and 14-2-303, emergency bylaws may change meeting calls, quorum, and substitute- director rules when a catastrophic event prevents a quorum from being readily assembled. During the emergency, notice goes only to directors who are practicable to reach by any practicable method, and officers may temporarily be treated as directors to reach quorum.

Special meetings default to two days' notice

Under § 14-2-822, a regular meeting may occur without notice unless the articles or bylaws provide otherwise. A special meeting defaults to “at least two days’ notice” stating its date, time, and place. The articles or bylaws may set a longer or shorter period and may require the purpose, which the statutory default does not.

Section 14-2-141 permits notice in person, by telephone or electronic transmission, by another wire or wireless method, by mail, or by private carrier. Written notice is effective under the receipt, delivery, mailing, and return-receipt rules in subsection (e), subject to the governing documents and the more specific meeting rule.

A director may waive notice before or after the meeting by a signed writing or electronic transmission delivered for the minutes or corporate records. Attendance also waives notice unless the director objects at the beginning or promptly on arrival and does not later vote for or assent to the action.

Remote participation requires simultaneous hearing

Unless the articles or bylaws provide otherwise, § 14-2-820(b) lets any or all directors participate by a communications method through which everyone participating can “simultaneously hear each other.” Qualifying participation counts as presence in person. A sequential email exchange is therefore not a remote meeting merely because every director eventually responds; it must satisfy the separate consent rule if it is intended as board action.

Fixed and variable boards use different quorum baselines

Section 14-2-824(a) makes a majority of the fixed number the default quorum for a fixed board. A variable-range board instead uses a majority of the number prescribed or, if no number has been prescribed, the number of directors in office immediately before the meeting begins.

The articles or bylaws may authorize a lower quorum, but never below one-third of the fixed or prescribed number. They or another provision of Chapter 2 may also require more. Because subsection (c) begins “[i]f a quorum is present when a vote is taken,” losing quorum before the vote removes the ordinary basis for action.

A majority present acts, and silence can become assent

With quorum present, § 14-2-824(c) makes the affirmative vote of a majority of directors present the ordinary board act unless statute, articles, or bylaws require more. A qualifying written agreement may give directors more or less than one vote, in which case statutory proportions refer to votes rather than a simple head count.

Subsection (d) deems a present director to have assented unless the director objects to the meeting at the outset, has dissent or abstention entered in the minutes, or delivers written dissent or abstention before adjournment or to the corporation immediately afterward. A director who voted for the action cannot use that dissent or abstention route.

Written action requires every director's delivered consent

Unless the articles or bylaws require a meeting, § 14-2-821 allows action without one only when each director signs a consent describing the action and delivers it to the corporation. The action becomes the board's act when one or more consents signed by all directors have been delivered, unless the consent states another effective time.

A signer may revoke by signed delivery before the corporation receives unrevoked consents from every director. Section 14-2-140 makes “sign” include an electronic signature, makes “deliver” include electronic transmission, and requires the transmission to create a retainable, reviewable record that can be reproduced on paper. Because the default route is unanimous, § 14-2-821 states no later-notice rule for a nonconsenting director.

Committees inherit board procedure within their delegation

Under § 14-2-825, the board may create one-or-more-director committees and appoint director alternates. Sections 14-2-820 through 14-2-824 apply to the committee and its members, so the meeting, consent, notice, waiver, remote, quorum, vote, and dissent rules carry over unless validly altered.

The committee receives only the authority specified by the board, articles, or bylaws. It cannot approve or propose shareholder-required action, fill board vacancies, generally fill committee vacancies, adopt or change bylaws, or make most board-only charter amendments. Section 14-2-825 contains a narrow exception for specified share-series terms when board action authorizes it.

Minutes, consents, committee actions, and waivers are permanent records

Section 14-2-1601 requires permanent records of board minutes, executed no-meeting consents, committee actions taken in place of the board, and board or committee notice waivers. Records may be written or maintained in another form capable of conversion to writing within a reasonable time.

That recordkeeping rule is not a substitute for the director-duty and conflict rules. Section 14-2-830 separately requires good faith and ordinary care and preserves the distinct consequences of conflicting-interest transactions, unlawful distributions, other state or federal law, and the business judgment rule.

What trips people up

The fixed-versus-variable quorum split is easy to miss. A fixed board counts its fixed number. A variable-range board counts the number prescribed within the range or, only if no number has been prescribed, directors in office immediately before the meeting. A vacancy does not have the same effect under every version of that formula.

Signing a consent is not enough if it is never delivered. Section 14-2-821 ties the board act to delivery of all required consents, and a signer may revoke before that delivery threshold is complete.

An attendance-based notice objection can also be lost. The director must object at the beginning or promptly on arrival and must not later vote for or assent to the action.

Common questions

Who may call a special board meeting?

The Georgia Business Corporation Code provisions reviewed do not name a default caller for an ordinary board meeting. Check the current articles, bylaws, and valid board resolutions.

Does a director joining by telephone count toward quorum?

Yes, when all participating directors can simultaneously hear one another and the articles or bylaws do not provide otherwise. Section 14-2-820 treats that director as present in person.

Can directors approve an action by email?

Potentially. Every director must affirmatively sign and deliver a consent that describes the action, and the electronic transmission must create a retainable, reviewable record capable of paper reproduction.

May a director withdraw a written consent?

Yes, by a signed revocation delivered before the corporation has received unrevoked signed consents from all directors.

Statutes and sources

• O.C.G.A. §§ 14-2-140 through 14-2-141 — definitions, electronic records and signatures, delivery, and notice. Code Revision Commission/Public.Resource.Org Title 14 text, accessed August 15, 2026: https://raw.githubusercontent.com/unicourt/cic-code-ga/master/transforms/ga/ocga/r86/gov.ga.ocga.title.14.html
• O.C.G.A. §§ 14-2-207 and 14-2-303 — emergency bylaws, notice, substitute directors, and catastrophic-event definition. Same source and access date.
• O.C.G.A. §§ 14-2-801 and 14-2-803 — board authority and size. Same source and access date.
• O.C.G.A. §§ 14-2-820 through 14-2-823 — meetings, remote participation, consent, notice, and waiver. Same source and access date.
• O.C.G.A. §§ 14-2-824 through 14-2-825 — quorum, voting, dissent, and committees. Same source and access date.
• O.C.G.A. §§ 14-2-830 and 14-2-1601 — director-duty boundary and permanent corporate records. Same source and access date.
• 2026 Ga. H.B. 1268 § 55(a) — reenactment of the statutory text in the 2025 OCGA supplements and revised volumes. Governor's signed legislation, accessed August 15, 2026: https://gov.georgia.gov/document/2026-signed-legislation/hb-1268/download