§ 7-1-749 - Powers of shareholders and members; voting - Georgia Statutes

O.C.G.A. 7-1-749 (2010)
7-1-749. Powers of shareholders and members; voting

(a) The shareholders and the members of the corporation shall have the following powers of the corporation:

(1) To determine the number of and elect directors as provided in Code Section 7-1-751;

(2) To amend its articles as provided in Code Section 7-1-750;

(3) To dissolve the corporation as provided in Code Section 7-1-756; and

(4) To exercise such other of the powers of the corporation, consistent with this article, as may be conferred on the shareholders and the members by the bylaws.

(b) As to all matters requiring action by the shareholders and the members of the corporation, said shareholders and said members shall vote separately thereon by classes; and, except as otherwise provided in this article, such matters shall require the affirmative vote of a majority of the votes to which the shareholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.

(c) Each shareholder shall have one vote, in person or by proxy, for each share of stock held by him; and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than $1,000.00 shall have one additional vote, in person or by proxy, for each additional $1,000.00 which such member is authorized to have outstanding on loans to the corporation at any one time, as determined under subsection (c) of Code Section 7-1-747.

(d) A holder of or subscriber to shares of the corporation or a member of the corporation shall be under no obligation to the corporation or its creditors with respect to such shares, subscriptions, or membership except in the circumstances set forth in Code Section 14-2-620, except that this subsection does not affect the obligation of a member to lend funds to the corporation pursuant to valid call.