We granted certiorari to determine whether the Court of Appeals erred when it concluded that an amendment to the bylaws of Cobb Electric Membership Corporation “Cobb EMC” violated a settlement agreement previously entered into by the parties to this action. See Pounds v. Brown , 303 Ga. App. 674 695 SE2d 66 2010. Although the Court of Appeals did err in certain aspects of its analysis, it reached the correct result and we thus affirm in part pursuant to the right for any reason rule. See MCG Health, Inc. v. Owners Insurance Co. , 288 Ga. 782 2 b 707 SE2d 349 2011. The relevant underlying facts are as follows. In October 2007, Edgar Pounds and other Cobb EMC members “Members” filed a derivative action against the company and certain of its officers and directors, including Dwight Brown and David McGinnis. The parties entered into a settlement agreement “Agreement” in October 2008, which stipulated that the Members will seek an amendment to the by-laws at the next meeting of Cobb EMC members. . . . Such amendment will seek to allow members the right to vote for directors by mail-in ballots subject to the development and implementation of appropriate security measures. On December 3, 2008, the trial court issued an order approving the Agreement, see OCGA § 46-3-272 c derivative action by member of EMC shall not be settled without court approval, and requiring the parties’ full cooperation in its implementation.
At a meeting of Cobb EMC’s board of directors “Board” on December 12, 2008, the Board unanimously voted to amend the EMC’s bylaws to allow, inter alia, proxy voting1 at member meetings when the election of directors is not on the agenda; this new voting procedure would apply to the upcoming meeting to be held pursuant to the Agreement. In response to this action, the Members filed an emergency motion to enforce the trial court’s December 3 order, seeking injunctive relief and the appointment of a special master. In an order entered on January 22, 2009 after a hearing, the special master appointed by the trial court agreed with the Members that Georgia law, Cobb EMC’s bylaws, the Agreement and the trial court’s order approving the Agreement had been violated by the Board’s actions in amending the bylaws on December 12. The defendants appealed to the trial court and, in an order entered on May 14, 2009 after a hearing, the trial court found that the Board’s proxy voting bylaw amendment was consistent with both Georgia law and the EMC’s bylaws and would promote member inclusion in the governing process.
