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Final Copy 289 Ga. 338

S10G1343. BROWN et al. v. POUNDS et al. S10G1345. MCGINNIS et al. v. POUNDS et al.

HUNSTEIN, Chief Justice. 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 v. Owners Ins. 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

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