LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Georgia

At a glance

Requirements one by one

Written governing documents may replace the defaults

Under O.C.G.A. § 14-11-101(6.1), (12), (18), Georgia recognizes written or oral operating agreements. The management, voting, meeting, notice, and consent sections at issue here expressly allow variation through the articles or a written operating agreement. Under § 14-11-1107(b), (c), and (l), Georgia favors freedom of contract, other law and equity fill statutory gaps, and the articles prevail over a conflicting agreement provision.

O.C.G.A. § 14-11-304(a)-(b) makes the LLC member-managed unless the articles or a written agreement vest management in managers. The same documents may regulate any phase of managing the business or company affairs.

Each member has one vote by default

Under § 14-11-308, each member has one vote and an affirmative majority of all members ordinarily decides a company matter. The default is headcount, not profit interest, contribution, distribution share, or ownership percentage.

Eight categories ordinarily require every member: dissolution, merger, substantially-all-assets transfer, new-member admission, articles or written- agreement amendment, contribution reduction or elimination, distribution approval, and continuation of the company.

For the asset category, property is statutorily deemed less than substantially all when both its value and represented or produced revenue do not exceed two- thirds of company totals. Exceeding that safe harbor does not itself establish that a transfer is substantially all.

Member meetings use a 25% call right and two-day notice

Under § 14-11-310(b), members holding at least 25% may call a meeting and must give at least two days' notice. A majority of members forms a quorum, and a majority present ordinarily acts, subject to the higher thresholds elsewhere in Chapter 11 or the governing documents.

O.C.G.A. § 14-11-311 makes notice written unless oral notice is reasonable. It permits in-person, telephone, electronic, other wire or wireless, mail, and private-carrier delivery and gives detailed receipt, mailing, and time-counting rules. Chapter 11 states no general member-meeting waiver or adjournment rule.

Hearing-capable technology counts as in-person presence

Section 14-11-310(b)(3) permits any communications means through which all participating members can hear one another simultaneously. Qualifying participation counts as presence in person. The section does not add a separate remote-voter identification or retained-vote-record requirement.

Chapter 11 supplies no general member-proxy rule

The current chapter contains no general statutory proxy appointment, required form, duration, revocation, death/incapacity effect, or irrevocability rule for member voting. The broad document authority in §§ 14-11-304 and 14-11-1107 allows the articles or written agreement to supply internal proxy procedure.

No-meeting action defaults to unanimity

Under § 14-11-309, all eligible members ordinarily sign no-meeting action. The articles or a written agreement may instead authorize action by the minimum votes that would suffice otherwise. One or more written consents must describe the action, be signed by eligible voters, and be delivered to the LLC for its records.

The first signature sets the default record date, and the consent has the effect of a meeting vote. The section does not state a general electronic-consent, future-time/event, collection-period, or pre-effectiveness revocation rule.

What trips people up

• The vote and quorum are different numbers. A majority forms the meeting quorum, but § 14-11-308 ordinarily requires an affirmative majority of all members to approve the matter.
• Written action defaults to every eligible voter. A meeting-equivalent consent threshold exists only when the articles or written agreement provides it.
• Less-than-unanimous action creates a 10-day duty. Every eligible nonparticipant receives written notice within 10 days, although omission does not invalidate the action.
• Electronic notice is not electronic consent. Section 14-11-311 expressly permits electronic notice; § 14-11-309 does not separately authorize an electronic signature or delivery route for the consent.

Common questions

Is a Georgia LLC member's vote weighted by ownership percentage?

Not under the statutory default. Each member has one vote, and ordinary approval requires a majority of members.

Can members hold the meeting by conference call?

Yes, if every participating member can hear the others simultaneously. Each remote participant then counts as present in person.

Can a minority of members call a meeting?

Yes. Members holding at least 25% of the membership may call under the default.

Must no-meeting action be unanimous?

Yes by default. The articles or a written operating agreement may authorize the minimum vote that otherwise would be necessary, with signed consents, company- record delivery, and the 10-day nonparticipant-notice rule.

Statutes and sources

• O.C.G.A. §§ 14-11-101, 14-11-304, and 14-11-1107 — operating-agreement definition, management form, written-document variation, contract policy, supplemental law, and articles priority.
• O.C.G.A. §§ 14-11-308 through 14-11-311 — voting power, majority and unanimous thresholds, no-meeting consent, record date, company records, nonparticipant notice, meeting call, notice, remote presence, quorum, and notice methods.

All quotations are from the state-authorized public-domain O.C.G.A. Title 14 text, accessed August 30, 2026 and bridged through the official post-release acts listed in the verification record.