Section 14-3-1003. Amendment where vote of members required

   If the articles or bylaws require a vote of the members:

   (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action:

      (A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

      (B) To delete the names and addresses of the initial directors;

      (C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;

      (D) To change the corporate name; or

      (E) To make any other change expressly permitted by this chapter to be made without member action;

   (2) If there are members required to vote thereon, to adopt an amendment to a corporation's articles:

      (A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment;

      (B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

      (C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing;

   (3) The members may condition the amendment's adoption on any basis;

   (4) The board may condition its submission of the proposed amendment on any basis;

   (5) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment; and

   (6) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

Code 1981, § 14-3-1003, enacted by Ga. L. 1991, p. 465, § 1.