O.C.G.A. § 14-2-1111: Additional business combination approval.

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:

(1) Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or

(2) Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.