08 LC 29
3108ER
Senate
Bill 436
By:
Senators Cowsert of the 46th, Harp of the 29th, Weber of the 40th, Meyer von
Bremen of the 12th, Adelman of the 42nd and others
A
BILL TO BE ENTITLED
AN ACT
AN ACT
To
amend Chapter 2 of Title 14 of the Official Code of Georgia Annotated, relating
to business corporations, so as to change provisions relating to voting for
directors in publicly traded corporations; to provide for a contingency
resignation of a director, which may be irrevocable; to change certain
provisions relating to vacancies on a board; to change certain provisions
relating to amending bylaws by the board of directors or shareholders; to
correct cross-references; to provide for related matters; to repeal conflicting
laws; and for other purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Chapter
2 of Title 14 of the Official Code of Georgia Annotated, relating to business
corporations, is amended by revising subsection (a) of Code Section 14-2-728,
relating to voting for directors and cumulative voting, as follows:
"(a)
Unless otherwise provided
in:
(1)
The
the
articles of
incorporation;
or
(2)
A bylaw that fixes a greater voting requirement for the election of directors
and that is adopted by the board of directors of a corporation having shares
listed on a national securities exchange or regularly traded in a market
maintained by one or more members of a national or affiliated securities
association,
directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election.
Action to elect directors may be taken at
a meeting
at
which
only
if a quorum is present."
SECTION
2.
Said
chapter is further amended by revising Code Section 14-2-807, relating to
resignation of directors, as follows:
"14-2-807.
(a)
A director may resign at any time by delivering notice in writing or by
electronic transmission to the board of directors, its chairman, or to the
corporation.
(b)
A resignation is effective when the notice is delivered unless the notice
specifies
either
a later effective date
or an
effective date determined upon the happening of an
event.
(c)
A resignation that is conditioned upon the happening of an event may provide
that it is irrevocable."
SECTION
3.
Said
chapter is further amended by revising subsection (c) of Code Section 14-2-810,
relating to vacancy on a board, as follows:
"(c)
A vacancy that
will
may
occur at a
specific
later date (by reason of a resignation effective at a later date under
subsection (b) of Code Section 14-2-807 or otherwise) may be filled before the
vacancy occurs but the new director may not take office until the vacancy
occurs."
SECTION
4.
Said
chapter is further amended by revising subsection (b) of Code Section 14-2-1020,
relating to an amendment by a board of directors or shareholders, as
follows:
"(b)
A corporation´s shareholders may amend or repeal the corporation´s
bylaws or adopt new bylaws even though the bylaws may also be amended or
repealed by its board of
directors;
provided, however, that unless the articles of incorporation provide otherwise,
the shareholders may not amend (but may repeal) a bylaw adopted by the board of
directors pursuant to subsection (a) of Code Section 14-2-728 or adopt a bylaw
changing the plurality standard for the election of directors set forth in such
subsection."
SECTION
5.
Said
chapter is further amended by revising Code Section 14-2-1021, relating to
bylaws increasing quorum or voting requirement for shareholders, as
follows:
"14-2-1021.
(a)
Except as
provided in subsection (b) of Code Section 14-2-1020,
a
A
bylaw adopted by the shareholders may fix a greater quorum or voting requirement
for shareholders (or voting groups of shareholders) than is required by this
chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting
requirement for shareholders (or voting groups of shareholders) than is required
by this chapter shall remain valid until amended or repealed as provided in
subsection (b) of this Code section.
(b)
Except as provided in Code Section 14-2-1020, 14-2-1113, or 14-2-1133, a bylaw
adopted by the
shareholders that fixes a greater quorum
or voting requirement for shareholders under subsection (a) of this Code section
may not be adopted, amended, or repealed by the board of
directors."
SECTION
6.
All
laws and parts of laws in conflict with this Act are repealed.