Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Georgia

Short answer Georgia treats a board meeting with time and place fixed by bylaws or the board as regular; other meetings are special. The chair, chief executive officer, or 20 percent of sitting directors may call a special meeting by default, ordinarily with two days’ notice. Quorum depends on board-size rules, remote directors may count as present, and directors may not vote by proxy.

State

Georgia

Statute checked

September 30, 2026

Sources

4 statutes

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At a glance

Governing law and documents	Georgia nonprofit board under §§ 14-3-820, 822-824; articles/bylaws may vary named meeting and notice defaults, subject to the statute's vote and proxy rules.
Meeting type, caller, and place	Fixed time/place makes regular meeting; all others special; chair, CEO, or ≥20% of directors in office may call special meeting; in/out of Georgia (§ 14-3-820(a)-(b)).
Regular meeting notice	No date, time, place, or purpose notice by default unless articles/bylaws change it; amendment/removal matter has separate notice (§ 14-3-822(a),(c)).
Special meeting notice	At least two days to each director with date, time, place, normally no purpose; amendment/removal meeting notice includes purpose/proposed amendment; documents may vary (§ 14-3-822(b)-(d)).
Notice waiver and objection	Signed written/electronic waiver before/after, delivered to corporation; attendance waives unless timely objection and no later favorable vote/assent (§ 14-3-823).
Remote attendance	Unless documents vary, communication must let all participating directors hear each other simultaneously; qualifying participation is presence in person (§ 14-3-820(c)).
Quorum and minimum	Fixed board: majority of fixed seats; variable board: majority prescribed or, if none prescribed, in office before meeting; lower document-set floor one-third fixed/prescribed (§ 14-3-824(a)-(b)).
Director proxy	Director may not vote by proxy at board meeting (§ 14-3-824(f)).
Vote and assent	Quorum at vote; majority of directors present unless greater rule; present director deemed assenting unless timely objection, recorded dissent/abstention, or written notice (§ 14-3-824(c)-(e)).

Requirements one by one

Regular and special meetings

§ 14-3-820(a) calls a meeting regular when the bylaws or board fix its time and place; every other directors' meeting is special. Its subsection (b) lets the chair, chief executive officer, or at least 20 percent of directors then in office call and give notice of a special meeting unless governing documents change the default. Under § 14-3-822(a), a regular meeting ordinarily needs no date, time, place, or purpose notice. Subsection (b) normally requires at least two days' notice to each director of a special meeting's date, time, and place, without its purpose.

Remote attendance and board action

Under § 14-3-820(c), communication must let all participating directors simultaneously hear one another; qualifying participation counts as presence in person. Section 14-3-824(a) measures quorum against fixed seats or, for a variable-size board, the prescribed number or directors in office just before the meeting. Subsection (b) permits a lower quorum with a one-third floor for the fixed or prescribed number. At a quorum when the vote occurs, subsection (c) ordinarily requires a majority of directors present; articles or bylaws may require more.

What trips people up

§ 14-3-822(c) adds notice for a meeting considering an articles or bylaws amendment or removal of a director; its notice includes purpose and the proposed amendment. Section 14-3-824(f) expressly bars a director's proxy vote. Under § 14-3-824(d), a present director is deemed to assent unless the director timely objects, has dissent or abstention entered in minutes, or delivers written dissent or abstention before adjournment or immediately afterward.

Common questions

Can board notice be oral? Section 14-3-822(d) permits the articles or bylaws to authorize oral notice.

Does attendance waive a notice defect? Usually. Under § 14-3-823(b), a director must object at the beginning or promptly on arrival and then avoid voting for or assenting to meeting action to preserve the objection.

Statutes and sources

O.C.G.A. §§ 14-3-820, 822-824, enacted chapter revision, current text accessed September 30, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

O.C.G.A. § 14-3-820 · accessed 2026-09-30

O.C.G.A. § 14-3-822 · accessed 2026-09-30

O.C.G.A. § 14-3-823 · accessed 2026-09-30

O.C.G.A. § 14-3-824 · accessed 2026-09-30

This page gives general legal information about board meeting, notice, quorum, remote attendance, director proxy, and vote rules for an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, and a corporation's membership structure may change the statutory default. Confirm the current official statute and governing documents, and seek qualified advice about a particular meeting or disputed board action.

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