In Georgia, a corporation is a legal entity that is created by filing Articles of Incorporation with the Georgia Secretary of State. Consent by shareholders refers to the process through which shareholders of a Georgia corporation give their approval or agreement to certain actions or decisions taken by the corporation. Consent by shareholders is an important aspect of corporate governance as it ensures that shareholders have a say in the major decisions that can impact the corporation's operations, finances, or corporate structure. This process is typically carried out through the adoption of resolutions or the signing of written consents by the shareholders, depending on the type of action being taken. There are different types of consent by shareholders that can take place in a Georgia corporation. Some common types include: 1. Annual Shareholders Meeting: Georgia corporations are generally required to hold an annual shareholders meeting where shareholders vote on important matters. This includes the election of directors, approval of financial statements, and any other proposed changes or amendments to the corporation's bylaws or articles of incorporation. Shareholders may consent to the items on the agenda by voting in person or by proxy. 2. Special Shareholders Meeting: In addition to the annual meeting, a special shareholders meeting may be called for specific purposes or in response to certain events. For example, if a significant transaction such as a merger or acquisition is proposed, shareholders may need to provide their consent and vote on the matter. The corporation must provide notice of the meeting and the proposed actions, allowing shareholders to participate and give their consent. 3. Written Consent: Shareholders' consent can also be obtained through a written consent process. This allows shareholders to provide their consent without the need for a physical meeting. The Georgia Business Corporation Code allows shareholders to sign a written consent in lieu of a meeting, granting their approval to proposed actions. The written consent must be signed by all shareholders entitled to vote on the matter, and the action is deemed to be effective as if it had been approved at a meeting. 4. Proxy Voting: Shareholders may also provide their consent by appointing a proxy to vote on their behalf at a meeting. A proxy is a person or entity that is authorized to vote on behalf of a shareholder. The proxy is given specific instructions on how to vote on various proposals, and their vote is considered as the shareholder's consent. In summary, consent by shareholders is a vital process in a Georgia corporation where shareholders participate in key decision-making processes. These decisions can be made through annual or special shareholders meetings, written consents, or by appointing proxies. Each type of consent has its own requirements and procedures, all aimed at ensuring shareholders have a voice in the affairs of the corporation.