Georgia corporate bylaws are crucial internal governance documents outlining the rules and procedures for operating a corporation within the state. They establish the framework for decision-making, defining the roles and responsibilities of directors, officers, and shareholders.
While certain provisions are mandatory under state law, such as requirements for the transfer of shares or annual shareholder meetings, corporations have flexibility in drafting other aspects of their bylaws. This allows entities to address unique operational requirements, industry-specific regulations, and the preferences of stakeholders.
Legal Requirements
According to state law, bylaws are mandatory. [1] Here are some further legal requirements to consider when drafting your bylaws:
- Annual Meetings – May be held in or outside the state as per the bylaws, with the principal office as the default location if not specified. [2]
- Corporate Bylaws – Can include provisions for managing business and regulating affairs, provided they comply with legal requirements and the corporation’s articles of incorporation. [3]
- Issuance of Stock – Shareholders have the authority to issue shares in exchange for various forms of consideration. Before issuance, the board evaluates the adequacy of this consideration, which conclusively determines the validity, full payment, and non-assessability of the shares. [4]
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited,” or a shortened version or equivalent language.
- Prohibited Words: Language stating the corporation is organized for an impermissible purpose and obscene language. The name must not exceed 80 characters, including spaces and punctuation.
- Name Reservation Period: 30 days or until articles of incorporation are filed (whichever is sooner).
- Renewal Period: Renewable (for one 30-day period upon payment of a $25 fee or $35 if applying using a paper application).
- Transferability: Yes.
Emergency Bylaws
Corporations can adopt emergency bylaws effective only during defined crises unless otherwise specified in the articles of incorporation. An emergency is recognized when assembling a quorum of directors becomes impractical due to a catastrophic event.
These bylaws allow for streamlined management, including procedures for calling board meetings, setting quorum requirements, and appointing substitute directors. Regular bylaws consistent with emergency ones remain valid during emergencies. Company officials are shielded from liability for actions taken under emergency bylaws, and all emergency actions bind the corporation. [5]
