Nonprofit Corporation Articles Amendment Approval and Filing in Georgia

At a glance

Approval

Georgia permits a nonprofit to add or change an article provision permitted or required when the amendment takes effect, and to delete one that is no longer required. If members are entitled to vote, the board must recommend the proposal or explain a conflict or special circumstances for making no recommendation. The default member vote is two-thirds of votes cast or a majority of total voting power, whichever is less; the act, governing documents, members, or board may call for a greater vote.

An affected class votes separately if an amendment changes its voting rights differently from another class, or if the amendment splits the class. A specified person's written approval is also required when the articles or bylaws validly demand it. With no members entitled to vote, incorporators act until directors are chosen and the board acts afterward. The board may make the narrow amendments listed in § 14-3-1003(1) without member action unless the articles provide otherwise.

Notice, filing, and effect

The meeting notice must state that an amendment will be considered and include its text or a summary. The same text or summary must accompany a written consent or ballot solicitation. The general member notice window is 10 to 60 days, with 30 days minimum for slower mail. A permitted written or electronic consent is subject to § 14-3-708's voting and notice rules; an eligible ballot is subject to § 14-3-707's quorum and approval rules.

Articles of amendment filed with the Secretary of State state the corporation's name, each amendment's text and adoption date, and the required adoption and outside-approval certifications. An officer, pre-director incorporator, or court-appointed fiduciary signs under § 14-3-120. The chapter's residual filing fee is $20. A name-change amendment also needs a publication undertaking and prompt newspaper request with $40 payment; a publication failure does not invalidate the amendment. Filing makes the amendment effective unless it names a later filing-day time or a delayed date and time no more than 90 days after filing. A restatement that includes a substantive amendment follows the applicable amendment-approval route and files the restated text and certificate.

Statutes and sources

• Ga. Code § 14-3-1001(a), accessed October 1, 2026: “14-3-1001. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.”
• Ga. Code § 14-3-1002, accessed October 1, 2026: “14-3-1002. If a corporation has no members or no members entitled to vote thereon, its incorporators until directors have been chosen and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041.”
• Ga. Code § 14-3-1003(1)-(2), accessed October 1, 2026: “14-3-1003. If the articles or bylaws require a vote of the members: (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action: (A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (B) To delete the names and addresses of the initial directors; (C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State; (D) To change the corporate name; or (E) To make any other change expressly permitted by this chapter to be made without member action; (2) If there are members required to vote thereon, to adopt an amendment to a corporation's articles: (A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment; (B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing;”
• Ga. Code § 14-3-1003(3)-(6), accessed October 1, 2026: “(3) The members may condition the amendment's adoption on any basis; (4) The board may condition its submission of the proposed amendment on any basis; (5) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705 14-3-704. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment; and (6) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.”
• Ga. Code § 14-3-1004, accessed October 1, 2026: “14-3-1004. If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class; (2) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and (3) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.”
• Ga. Code § 14-3-1005, accessed October 1, 2026: “14-3-1005. A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required, a statement that the amendment was duly approved by the members in accordance with the provisions of Code Section 14-3-1003; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041, a statement that the approval was obtained.”
• Ga. Code § 14-3-1005.1, accessed October 1, 2026: “14-3-1005.1. (a) Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation, to publish a notice of the filing of the articles of amendment as required by subsection (b) of this Code section. (b) No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is the newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: 'NOTICE OF CHANGE OF CORPORATE NAME Notice is given that articles of amendment which will change the name of ___ (present corporate name) to ___ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at _____ (address of registered office).' The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment for the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the articles of amendment or the change of the name of the corporation.”
• Ga. Code § 14-3-1006, accessed October 1, 2026: “14-3-1006. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or 14-3-1041. (c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705 14-3-704. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change. (d) If the board seeks to have the restatement approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change. (e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, including or accompanied by a certificate setting forth the following information: (1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005; and (3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041, a statement that such approval was obtained. (f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.”
• Ga. Code § 14-3-1030, accessed October 1, 2026: “14-3-1030. The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons.”
• Ga. Code § 14-3-120(f)-(h), accessed October 1, 2026: “(f) The document must be executed: (1) By the chairperson of the board of directors of a domestic corporation or foreign corporation, by its president chief executive officer, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary; provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs; provided, however, that, if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-3-503 and 14-3-1509), the correct filing fee, any certificate required by this chapter, and any penalty required by this chapter or other law. The Secretary of State may require that a document delivered in written form be accompanied by an identical or conformed copy.”
• Ga. Code § 14-3-122(13), accessed October 1, 2026: “(10) Statement of change of address of registered agent .....$5.00 per corporation but not less than . . . . . . . . . . . . . . . . . . . . . . 20.00 (11) Application for reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250.00 (12) Certificate of conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.00 (13) Any other document required or permitted to be filed by this chapter . . 20.00”
• Ga. Code § 14-3-123(a)-(b), accessed October 1, 2026: “14-3-123. (a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-3-124, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At any later time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.”
• Ga. Code § 14-3-704(c), accessed October 1, 2026: “(c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section 14-3-855, 14-3-856, 14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.”
• Ga. Code § 14-3-707(a)-(c), accessed October 1, 2026: “14-3-708. 14-3-707. (a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot in writing or by electronic transmission to every member entitled to vote on the matter. (b) A ballot in writing or by electronic transmission shall: (1) Set forth each proposed action; and (2) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and (2)(3) Provide an opportunity to vote for or against each other proposed action. (c) Approval by ballot in writing or by electronic transmission pursuant to this Code section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.”
• Ga. Code § 14-3-708(a)-(e), accessed October 1, 2026: “14-3-708. (a) Unless limited or prohibited by the articles or bylaws, 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 who would be entitled to vote at a meeting and who have voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted. 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 the requisite number of votes, 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 14-3-706, 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. Except as otherwise provided in the articles or bylaws, whenever this chapter or the articles or bylaws require a signature of a member, the signature may be a manual, facsimile, conformed, or electronic signature. (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 such written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.”