Corporate Bylaws - Georgia

BYLAWS OF [CORPORATION NAME], a Georgia corporation

Effective as of [__/__/____]

These Bylaws (the "Bylaws") of [CORPORATION NAME] (the "Corporation"), a corporation organized under the Georgia Business Corporation Code, O.C.G.A. § 14-2-101 et seq. (the "Code"), are adopted pursuant to O.C.G.A. § 14-2-206 and govern the management of the business and the regulation of the affairs of the Corporation. In the event of any conflict between these Bylaws and the Articles of Incorporation of the Corporation, as amended or restated from time to time (the "Articles"), or the Code, the Articles and the Code shall control to the extent of such conflict.

ARTICLE I — OFFICES

Section 1.1. Registered Office and Registered Agent. The Corporation shall continuously maintain a registered office and registered agent in the State of Georgia, as required by O.C.G.A. § 14-2-501. The registered office is located at [REGISTERED OFFICE ADDRESS], and the registered agent is [REGISTERED AGENT NAME]. The Corporation may change its registered office or registered agent by resolution of the Board of Directors (the "Board") and the filing of a statement with the Georgia Secretary of State in the manner provided by O.C.G.A. § 14-2-502.

Section 1.2. Principal Office. The principal office of the Corporation shall be located at [PRINCIPAL OFFICE ADDRESS], or at such other place as the Board may from time to time determine. The principal office need not be located in the State of Georgia.

Section 1.3. Other Offices. The Corporation may also maintain offices at such other places, within or without the State of Georgia, as the Board may from time to time designate or the business of the Corporation may require, as permitted by O.C.G.A. § 14-2-302.

ARTICLE II — SHAREHOLDERS

Section 2.1. Annual Meeting. The Corporation shall hold a meeting of shareholders annually, for the election of directors and the transaction of any other proper business, at a time stated in or fixed in accordance with these Bylaws, as required by O.C.G.A. § 14-2-701. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws does not affect the validity of any corporate action.

Section 2.2. Place of Meetings; Remote Communication. Annual and special shareholders' meetings may be held in or out of the State of Georgia at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the Corporation's principal office, as provided in O.C.G.A. §§ 14-2-701(b) and 14-2-702(d). Unless the Articles or these Bylaws provide otherwise, the Board may determine that a meeting may be held wholly or partially by means of remote communication, as authorized by O.C.G.A. § 14-2-708, provided the Corporation implements reasonable measures to verify participants and to give shareholders and proxyholders a reasonable opportunity to participate and to vote.

Section 2.3. Special Meetings. A special meeting of shareholders shall be held: (a) on call of the Board or the person or persons authorized to do so by the Articles or these Bylaws; or (b) if the holders of at least twenty-five percent (25%) (or such greater or lesser percentage as may be provided in the Articles or these Bylaws) of all the votes entitled to be cast on any issue proposed to be considered sign, date, and deliver to the Corporation one or more demands for the meeting describing the purpose or purposes for which it is to be held, as provided in O.C.G.A. § 14-2-702. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting.

Section 2.4. Notice of Meetings. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date, as required by O.C.G.A. § 14-2-705. Unless the Code or the Articles require otherwise, notice need be given only to shareholders entitled to vote at the meeting. Notice of an annual meeting need not include a description of the purpose for which the meeting is called; notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

Section 2.5. Waiver of Notice. A shareholder may waive any notice required by the Code, the Articles, or these Bylaws before or after the date and time stated in the notice, by a signed written waiver delivered to the Corporation for inclusion in the minutes or filing with the corporate records, as provided in O.C.G.A. § 14-2-706. A shareholder's attendance at a meeting waives objection to lack of or defective notice unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business and does not thereafter vote for or assent to the action.

Section 2.6. Record Date. These Bylaws may fix or provide the manner of fixing the record date for determining the shareholders entitled to notice of a meeting, to demand a special meeting, to vote, or to take any other action. If not so fixed, the Board may fix a future record date, as provided in O.C.G.A. § 14-2-703. If no record date is fixed, the record date for determining shareholders entitled to notice of and to vote at a meeting is the close of business on the day before the first notice is delivered to shareholders, as provided in O.C.G.A. § 14-2-705(d). A record date shall not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Articles or the Code provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, as provided in O.C.G.A. § 14-2-725. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.8. Voting. If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Code or the Articles require a greater number of affirmative votes, as provided in O.C.G.A. § 14-2-725(c). Unless otherwise provided in the Articles, directors are elected by a plurality of the votes cast by the shares entitled to vote, as provided in O.C.G.A. § 14-2-728. Except as otherwise provided in the Articles, each outstanding share entitled to vote has one (1) vote on each matter voted on at a shareholders' meeting, as provided in O.C.G.A. § 14-2-721.

Section 2.9. Proxies. A shareholder may vote shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder's attorney in fact, in the manner and subject to the limitations of O.C.G.A. § 14-2-722. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided.

Section 2.10. Action Without Meeting. Action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action, or, to the extent permitted by the Articles, by persons who would be entitled to vote at a meeting holding shares having voting power sufficient to authorize the action, as provided in O.C.G.A. § 14-2-704. The action shall be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by the requisite shareholders and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. If action is taken by less than unanimous consent, notice shall be given to nonconsenting shareholders as required by O.C.G.A. § 14-2-704.

Section 2.11. Conduct of Meetings. The Chair of the Board, or such other person as the Board may designate, shall preside over meetings of shareholders and shall determine the order of business and the rules and procedures for the conduct of the meeting.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by O.C.G.A. § 14-2-732, as provided in O.C.G.A. § 14-2-801.

Section 3.2. Number and Qualifications. The Board shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the Articles or these Bylaws, as provided in O.C.G.A. § 14-2-803. The authorized number of directors shall be [NUMBER] and, unless the Articles provide otherwise, may be changed from time to time by amendment of these Bylaws. A decrease in the number of directors does not shorten an incumbent director's term. Directors need not be residents of Georgia or shareholders of the Corporation unless the Articles or these Bylaws so require, as provided in O.C.G.A. § 14-2-802.

Section 3.3. Election and Term. Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under O.C.G.A. § 14-2-806. The terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered, as provided in O.C.G.A. § 14-2-805. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.

Section 3.4. Resignation. A director may resign at any time by delivering written notice to the Board, the Chair of the Board, or the Corporation, as provided in O.C.G.A. § 14-2-807. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.5. Removal. The shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors, at a meeting called for the purpose of removing the director (the notice of which states that purpose), as provided in O.C.G.A. § 14-2-808.

Section 3.6. Vacancies. Unless the Articles provide otherwise, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors (even though less than a quorum) or by the sole remaining director, as provided in O.C.G.A. § 14-2-810. A director elected to fill a vacancy holds office until the next election of directors by the shareholders.

Section 3.7. Regular Meetings. Regular meetings of the Board may be held without notice of the date, time, place, or purpose at such times and places, within or without the State of Georgia, as the Board may determine, as permitted by O.C.G.A. §§ 14-2-820 and 14-2-822.

Section 3.8. Special Meetings. Special meetings of the Board may be called by the Chair of the Board, the Chief Executive Officer, or any [two (2)] directors, as provided in O.C.G.A. § 14-2-820. Special meetings may be held at any place, within or without the State of Georgia.

Section 3.9. Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2) days'] notice of the date, time, and place of the meeting, but the notice need not describe the purpose of the special meeting, as provided in O.C.G.A. § 14-2-822. Notice may be given by any reasonable means.

Section 3.10. Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. The waiver must be in writing, signed by the director, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, as provided in O.C.G.A. § 14-2-823. A director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.11. Quorum and Voting. Unless the Articles or these Bylaws require a greater number, a quorum of the Board shall consist of a majority of the fixed number of directors (or, where the number is not fixed, a majority of the number of directors in office immediately before the meeting begins), as provided in O.C.G.A. § 14-2-824. The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board, unless the Articles or these Bylaws require the vote of a greater number.

Section 3.12. Telephonic and Electronic Meetings. Unless the Articles or these Bylaws provide otherwise, the 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, and a director participating by such means is deemed present in person at the meeting, as provided in O.C.G.A. § 14-2-820(b).

Section 3.13. Action by Unanimous Written Consent. Except to the extent the Articles or these Bylaws require that action be taken at a meeting, action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board, evidenced by one or more written consents describing the action, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, as provided in O.C.G.A. § 14-2-821. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.

Section 3.14. Compensation. Unless the Articles or these Bylaws provide otherwise, the Board may fix the compensation of directors, as provided in O.C.G.A. § 14-2-801(c).

ARTICLE IV — COMMITTEES

Section 4.1. Creation of Committees. Unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more directors to serve on each, as provided in O.C.G.A. § 14-2-825. The creation of a committee and appointment of members to it must be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the Articles or these Bylaws to take action.

Section 4.2. Powers of Committees. Each committee may exercise the authority of the Board to the extent specified by the Board or in these Bylaws, except that a committee shall not (a) approve or propose to shareholders action that the Code requires be approved by shareholders, (b) fill vacancies on the Board or any committee, (c) amend the Articles, (d) adopt, amend, or repeal these Bylaws, or (e) approve a dissolution or a sale of all or substantially all of the assets, all as provided in O.C.G.A. § 14-2-825(e).

Section 4.3. Committee Procedures. The provisions of these Bylaws and the Code governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board apply to committees and their members, as provided in O.C.G.A. § 14-2-825(c). Each committee shall keep regular minutes of its proceedings and report to the Board as required.

ARTICLE V — OFFICERS

Section 5.1. Officers. The Corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws, as provided in O.C.G.A. § 14-2-840. The officers shall include a President (or Chief Executive Officer), a Secretary, and a Treasurer (or Chief Financial Officer), and may include a Chair of the Board, one or more Vice Presidents, and such other officers as the Board may appoint. The same individual may simultaneously hold more than one office.

Section 5.2. Duties; Records. The Board (or a duly authorized officer) shall assign to each officer such authority and duties as are set forth in these Bylaws or as the Board may determine, as provided in O.C.G.A. § 14-2-841. One of the officers shall be responsible for preparing and maintaining minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation.

Section 5.3. Appointment and Term. Officers shall be appointed by the Board, or by an officer authorized by the Board to do so, and shall hold office until a successor is appointed or until the officer's earlier death, resignation, or removal. Officers need not be directors or shareholders.

Section 5.4. Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation, effective when delivered unless a later effective date is specified. The Board may remove any officer at any time with or without cause, as provided in O.C.G.A. § 14-2-843. The appointment of an officer does not itself create contract rights.

Section 5.5. Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 5.6. Standards of Conduct. An officer with discretionary authority shall discharge the officer's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the Corporation, as provided in O.C.G.A. § 14-2-842.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, as provided by resolution of the Board, as permitted by O.C.G.A. § 14-2-625. Each share certificate shall state on its face the name of the Corporation and that it is organized under the laws of Georgia, the name of the person to whom the certificate is issued, and the number and class of shares and the designation of the series, if any, the certificate represents.

Section 6.2. Signatures. Each share certificate shall be signed, either manually or in facsimile, by an officer of the Corporation and may bear the corporate seal or its facsimile, as provided in O.C.G.A. § 14-2-625(d). If a certificate is signed in facsimile, it may be required to be countersigned by a transfer agent or registrar. If an officer who signed a certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

Section 6.3. Uncertificated Shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the registered owner a written statement of the information required to be set forth on certificates, as provided in O.C.G.A. § 14-2-626.

Section 6.4. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate in place of one alleged to have been lost, stolen, or destroyed upon such terms, including an affidavit of the fact and an indemnity bond, as the Board may require, consistent with applicable law.

Section 6.5. Transfer of Shares. Transfers of shares shall be made on the stock transfer books of the Corporation only by the record holder or by a duly authorized attorney, upon surrender of the certificate (if certificated) or proper instruction (if uncertificated), and upon compliance with applicable law and any restriction on transfer of record.

Section 6.6. Registered Holders. The Corporation may treat the registered owner of any share as the person entitled to vote, receive distributions, and otherwise exercise the rights of ownership, except as otherwise provided by law.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1. Mandatory Indemnification. To the extent that a director or officer has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because of being a director or officer, the Corporation shall indemnify the director or officer against reasonable expenses incurred in connection with the proceeding, as required by O.C.G.A. §§ 14-2-852 and 14-2-857.

Section 7.2. Permissible Indemnification. Except as limited by the Code, the Corporation shall indemnify, to the fullest extent permitted by O.C.G.A. §§ 14-2-851 and 14-2-857, an individual who is a party to a proceeding because the individual is or was a director or officer against liability incurred in the proceeding if the individual: (a) conducted himself or herself in good faith; and (b) reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the Corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the Corporation; and (c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose believed in good faith to be in the interests of the participants in and beneficiaries of the plan satisfies clause (b)(ii).

Section 7.3. Limitations on Indemnification. The Corporation may not indemnify a director or officer under Section 7.2: (a) in connection with a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the individual met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the individual was adjudged liable on the basis that personal benefit was improperly received, whether or not involving action in an official capacity, as provided in O.C.G.A. § 14-2-851(d).

Section 7.4. Advancement of Expenses. The Corporation shall advance funds to pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because of being a director or officer, in advance of final disposition, if the individual delivers to the Corporation (a) a written affirmation of the individual's good-faith belief that the relevant standard of conduct has been met or that the proceeding involves conduct for which liability has been eliminated, and (b) a written undertaking to repay any funds advanced if it is ultimately determined that the individual is not entitled to indemnification, as provided in O.C.G.A. §§ 14-2-853 and 14-2-857.

Section 7.5. Determination of Entitlement. A determination that indemnification of a director or officer is permissible because the individual has met the relevant standard of conduct shall be made in the manner provided in O.C.G.A. § 14-2-855: (a) by a majority vote of the disinterested directors if there are at least two; (b) by a committee of two or more disinterested directors; (c) by special legal counsel; or (d) by the shareholders, with shares owned by or voted under the control of a director who is at the time a party to the proceeding excluded.

Section 7.6. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to an employee or agent of the Corporation who is not a director or officer to the extent, consistent with public policy, that may be provided by the Articles, these Bylaws, general or specific action of the Board, or contract, as provided in O.C.G.A. § 14-2-858.

Section 7.7. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation against liability asserted against or incurred by the individual in that capacity, whether or not the Corporation would have power to indemnify or advance expenses to the individual against the same liability under O.C.G.A. §§ 14-2-851 through 14-2-857, as provided in O.C.G.A. § 14-2-859.

Section 7.8. Non-Exclusivity and Continuation. The indemnification and advancement of expenses provided by this Article are not exclusive of other rights to which a person may be entitled under the Articles, a resolution of shareholders or directors, or otherwise, to the extent permitted by O.C.G.A. § 14-2-856, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1. Distributions. The Board may authorize and the Corporation may make distributions to its shareholders, subject to any restriction in the Articles and to the limitations of O.C.G.A. § 14-2-640, which prohibit distributions if, after giving effect to the distribution, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed to satisfy the preferential rights of senior shareholders.

Section 8.2. Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution. If no record date is fixed, the record date is the date the Board authorizes the distribution.

Section 8.3. Form of Distributions. Distributions may be paid in cash, in property, or in shares of the Corporation, subject to the Articles and applicable law.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board, as required by O.C.G.A. § 14-2-1601. The Corporation shall maintain appropriate accounting records and a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares, showing the number and class of shares held by each. Records may be maintained in any form capable of conversion into written form within a reasonable time.

Section 9.2. Records at Principal Office. The Corporation shall keep a copy of the records specified in O.C.G.A. § 14-2-1601(e) at its principal office, including the Articles, these Bylaws, resolutions affecting classes of shares, minutes of shareholders' meetings and records of actions taken without a meeting for the past three years, written communications to shareholders for the past three years, a list of the names and business addresses of current directors and officers, and the most recent annual registration.

Section 9.3. Inspection by Shareholders. A shareholder is entitled to inspect and copy the records of the Corporation, on written demand and during regular business hours, to the extent and subject to the conditions and proper-purpose requirements set forth in O.C.G.A. §§ 14-2-1602 and 14-2-1603.

Section 9.4. Financial Statements. The Corporation shall furnish its shareholders annual financial statements as required by O.C.G.A. § 14-2-1620.

ARTICLE X — SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1. Corporate Seal. The Board may, but need not, adopt a corporate seal in such form as it determines, as contemplated by O.C.G.A. § 14-2-302. The use or non-use of a seal shall not affect the validity of any instrument.

Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end on [MONTH/DAY] of each year, or as otherwise fixed by resolution of the Board.

Section 10.3. Execution of Instruments. All checks, drafts, contracts, and other instruments shall be executed on behalf of the Corporation by such officers or agents as the Board may from time to time authorize.

Section 10.4. Voting Securities of Other Entities. Unless otherwise directed by the Board, any officer of the Corporation may vote, in person or by proxy, any shares or other securities of other entities held by the Corporation.

Section 10.5. Reliance on Records and Reports. A director or officer is entitled to rely on information, opinions, reports, or statements prepared or presented by officers or employees the director or officer reasonably believes to be reliable and competent, by legal counsel, public accountants, or other persons as to matters within their professional or expert competence, or, in the case of a director, by a committee of which the director is not a member, as provided in O.C.G.A. §§ 14-2-830 and 14-2-842.

ARTICLE XI — AMENDMENTS

Section 11.1. Amendment by the Board. The Board may amend or repeal these Bylaws or adopt new bylaws, unless (a) the Articles or the Code reserve this power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending or repealing a particular bylaw, expressly provide that the Board may not amend or repeal that bylaw, all as provided in O.C.G.A. § 14-2-1020(a).

Section 11.2. Amendment by Shareholders. The shareholders may amend or repeal these Bylaws or adopt new bylaws even though the Bylaws may also be amended or repealed by the Board, as provided in O.C.G.A. § 14-2-1020(b).

Section 11.3. Special Bylaw Limitations. A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders, and a bylaw limiting the authority of the Board may only be adopted pursuant to a shareholders' agreement meeting the requirements of O.C.G.A. § 14-2-732, all as provided in O.C.G.A. § 14-2-1020(c) and (d).

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1. Emergency Bylaws. This Article shall be operative only during an emergency, being a catastrophic event, attack, disaster, epidemic or pandemic, or other condition that prevents a quorum of the Board or a committee from being readily assembled, notwithstanding any different provision of these Bylaws, the Articles, or the Code, as contemplated by O.C.G.A. § 14-2-207.

Section 12.2. Notice and Quorum. During an emergency, notice of a meeting of the Board need be given only to those directors whom it is practicable to reach, and may be given by any practicable means. One or more officers of the Corporation present at a Board meeting, as is necessary to achieve a quorum, may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as authorized by O.C.G.A. § 14-2-303.

Section 12.3. Effect of Action. Corporate action taken in good faith during an emergency to further the ordinary business affairs of the Corporation binds the Corporation, and no director, officer, or employee acting in accordance with these emergency provisions is liable except for willful misconduct.

Section 12.4. Repeal or Change. These emergency provisions are subject to repeal or change by further action of the Board, except that no such repeal or change shall affect the validity or enforceability of any action taken before such repeal or change.

SECRETARY'S CERTIFICATE OF ADOPTION

The undersigned, being the duly appointed and acting Secretary of [CORPORATION NAME], a Georgia corporation, hereby certifies that the foregoing Bylaws, consisting of [____] pages, were duly adopted as the Bylaws of the Corporation by [the incorporator(s) / the Board of Directors / the shareholders] on [__/__/____] pursuant to O.C.G.A. § 14-2-206, and that such Bylaws are in full force and effect as of the date set forth below.

Sources & References

• Georgia Business Corporation Code, O.C.G.A. § 14-2-101 et seq.
• O.C.G.A. § 14-2-206 — Bylaws (adoption)
• O.C.G.A. § 14-2-207 / § 14-2-303 — Emergency bylaws and emergency powers
• O.C.G.A. §§ 14-2-302, 14-2-501–502 — Powers; registered office and agent
• O.C.G.A. §§ 14-2-625–626, 14-2-640 — Share certificates; uncertificated shares; distributions
• O.C.G.A. § 14-2-701 — Annual meeting
• O.C.G.A. § 14-2-702 — Special meeting
• O.C.G.A. § 14-2-703 — Record date (Board-fixed)
• O.C.G.A. § 14-2-704 — Action without meeting (shareholders)
• O.C.G.A. § 14-2-705 — Notice of meeting
• O.C.G.A. §§ 14-2-708, 14-2-721–722 — Remote communication; voting; proxies
• O.C.G.A. § 14-2-725 — Quorum and voting requirements for voting groups
• O.C.G.A. § 14-2-728 — Election of directors
• O.C.G.A. §§ 14-2-801–810 — Board of directors; powers, number, election, removal, vacancies
• O.C.G.A. §§ 14-2-820–825 — Meetings, action without meeting, notice, quorum and voting, committees
• O.C.G.A. §§ 14-2-830, 842 — Standards of conduct; reliance
• O.C.G.A. §§ 14-2-840–843 — Officers; duties; removal
• O.C.G.A. §§ 14-2-850–859 — Indemnification of directors and officers; advancement; insurance
• O.C.G.A. § 14-2-851 — Authority to indemnify (standard of conduct)
• O.C.G.A. § 14-2-852 — Mandatory indemnification
• O.C.G.A. § 14-2-853 — Advancement of expenses
• O.C.G.A. § 14-2-1020 — Amendment of bylaws by board or shareholders
• O.C.G.A. §§ 14-2-1601–1603, 1620 — Corporate records; inspection; financial statements

Georgia Code primary source: https://law.justia.com/codes/georgia/title-14/chapter-2/