Georgia § 14-2-1020 - Amendment by board of directors or shareholders.
Full text of Georgia Official Code of Georgia Annotated § 14-2-1020 — Amendment by board of directors or shareholders., with citation guidance and answers to common questions.
§ 14-2-1020. Amendment by board of directors or shareholders.
A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws unless: The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. 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may amend or repeal the corporation's bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a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. A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders. A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section 14-2-732. Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation's shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation's shares. (Code 1981, § 14-2-1020 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 12; Ga. L. 2000, p. 1567, § 9; Ga. L. 2008, p. 253, § 5/SB 436.) Law reviews. - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For note on 2000 amendment of O.C.G.A. § 14-2-1020 , see 17 Ga. St. U. L. Rev. 46 (2000).
Source: official Georgia text · Last verified 2026-08-27
Frequently Asked Questions About Georgia § 14-2-1020
What does Official Code of Georgia Annotated § 14-2-1020 cover?
Section 14-2-1020 ("Amendment by board of directors or shareholders.") is part of the Official Code of Georgia Annotated, the codified statutory law of Georgia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Georgia § 14-2-1020?
A common citation format is "Official Code of Georgia Annotated § 14-2-1020" (Georgia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Georgia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Georgia official source linked on this page or consult a licensed Georgia attorney.
How does Georgia § 14-2-1020 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Georgia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Georgia.