The Common Procedural Framework and the Role of the Charter
For convening and holding meetings of the governing (executive) organ of a joint-stock company, Georgian law applies the same rules that it establishes for meetings of the supervisory board, unless the charter defines a different procedure for convening and holding the meeting (Article 207, part 1). In effect, the board meeting procedure serves as the common procedural framework of corporate governance and extends to the meetings of the governing organ as well, which keeps both tiers of management on one procedural standard.
A meeting of the governing organ, or part of it, may be closed to the managerial person whose related matter is being discussed at that meeting (Article 207, part 2). This instrument exists to neutralize conflicts of interest: the interested person does not participate in the deliberation, while the remaining members examine the question fully. Used correctly, it protects the validity of the decision rather than restricting it.
Frequency and Convening of Meetings
A meeting of the supervisory board must be held at least once a year, and the chairperson of the board is responsible for ensuring that it takes place (Article 217, part 1). A member of the board or the governing organ has the right to demand that the chairperson convene a meeting immediately; the demand must indicate the reasons and purposes of holding an extraordinary meeting, and the chairperson must ensure the meeting within 10 days of the demand (part 2).
If the demand for convening a meeting is not satisfied, a member of the board or the governing organ may convene the meeting itself (part 3). The meeting is chaired by the chairperson of the board, in their absence by the deputy, and in the deputy's absence by one of the members of the board; minutes are drawn up of the course of the meeting and the decisions adopted, and the chairperson of the meeting is responsible for their accuracy and completeness (part 4). The agenda, the attendance and the voting record in those minutes later become the central evidence of the board's work.
Quorum and Adoption of Decisions
The board is decisive if at least half of its members attend the meeting, and the charter may regulate the issue of decisiveness differently (Article 218, part 1). Where the board is not decisive, the chairperson of the meeting must convene a new meeting no later than 10 days, which will be decisive regardless of the number of members participating in the voting, unless the charter provides otherwise (part 2). This two-step mechanism prevents a boycott of one meeting from blocking the board's work.
The board adopts decisions by a majority of the votes of the participants in the voting. Each member of the board has one vote, unless otherwise determined by law or by the charter; where the votes divide equally, the deciding vote belongs to the chairperson of the board and, in their absence, to the chairperson of the meeting (part 3). A decision is formalized by an entry in the minutes of the meeting (part 4) — which makes the minutes not an administrative formality but the evidentiary foundation of every board decision.
Minutes of the General Meeting and Their Contents
In parallel with board documentation, the law regulates the minutes of the general meeting: within 15 days of the completion of the general meeting, minutes must be drawn up and signed by the chairperson of the meeting. Where a notary is present at the meeting, the notary also draws up and signs the minutes; for an accountable enterprise whose securities are admitted to trading on a stock exchange, the minutes are drawn up by a notary and signed by the notary and the chairperson of the meeting (Article 200, part 1).
The minutes must record the firm name of the company; the place and date of the meeting; the total number of voting shares; the number of shares participating in or represented at the meeting; the form of the meeting, the form of voting and the decisions taken in the order of the agenda; and for each decision — the number of shares from which votes were lawfully cast, their share in the placed capital, the total number of votes, the votes for and against, and the number of abstentions. All documents confirming the invitation in the manner established by the general meeting must be attached to the minutes (parts 2 and 3).
Frequently Asked Questions
How often must the board meet?
At least once a year, and ensuring this is the chairperson's duty (Article 217, part 1). An extraordinary meeting may be convened on the demand of a member or of the governing organ, stating the reasons and purposes.
What happens if the chairperson refuses to convene a meeting?
The chairperson must ensure the meeting within 10 days of a reasoned demand; if the demand is not satisfied, a board member or the governing organ may convene the meeting itself (Article 217, parts 2 and 3). The mechanism protects the board from being blocked.
What is the quorum?
At least half of the members. If the first meeting is not decisive, a new meeting must be convened within 10 days and is decisive regardless of the number of participants, unless the charter provides otherwise (Article 218).
Who has the casting vote?
Each member has one vote; where votes divide equally, the casting vote belongs to the board chairperson and, in their absence, to the chairperson of the meeting (Article 218, part 3). Every decision is recorded in the minutes.
How We Help on Legal.ge
The Legal.ge team helps companies keep board and general meeting procedures consistent: preparing convocation documents, verifying quorum and voting rules, reviewing minutes and assessing the legal effect of adopted decisions. A procedural defect at a meeting often becomes the ground for challenging a decision — we help minimize that risk in advance and, where necessary, defend your position in a dispute. Contact us for a consultation on your meeting documentation.