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Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-621

Current as of March 28, 2024 | Updated by Findlaw Staff

Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date:

(1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith;

(2) A procedure is fair and reasonable when either:

(A) The articles or bylaws set forth a procedure that provides:

(i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

(ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances;

(3) Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery, return receipt requested, sent to the last address of the member shown on the corporation's records;

(4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and

(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension.

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Cite this article: FindLaw.com - Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-621 - last updated March 28, 2024 | https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-3-621/

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