Georgia 2023-2024 Regular Session

Georgia Senate Bill SB148 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1	1		23 LC 36 5426
2	2		S. B. 148
3	3		- 1 -
4	4		Senate Bill 148
5	5		By: Senators Kennedy of the 18th, Strickland of the 17th, Gooch of the 51st, Robertson of
6	6		the 29th, Anavitarte of the 31st and others
7		-	AS PASSED
	7	+	AS PASSED SENATE
8	8		A BILL TO BE ENTITLED
9	9		AN ACT
10	10		To amend Chapter 3 of Title 14 of the Official Code of Georgia Annotated, relating to
11	11		1
12	12		nonprofit corporations, so as to comprehensively revise, simplify, and modernize said2
13	13		chapter; to provide for construction of said chapter; to provide definitions that clarify,3
14	14		shorten, and simplify the chapter and allow corporations flexibility in their articles and4
15	15		bylaws; to effect an order of bankruptcy relief upon the powers and duties of the corporation;5
16	16		to change certain provisions relating to forms, document filings, and fees; to provide that the6
17	17		articles of correction shall not state a delayed effective date; to clarify certain duties of the7
18	18		Secretary of State related to filings; to clarify the process for filing an appeal related to the8
19	19		Secretary of State's refusal to file certain documents; to clarify provisions related to the9
20	20		correction of filed documents; to provide for the signing of certain documents by an attorney10
21	21		in fact; to modernize and clarify certain provisions relating to notice, meetings, articles of11
22	22		incorporation, and emergency powers; to clarify the criteria and procedures for membership;12
23	23		to change and clarify certain provisions relating to liability for dues, assessments, or fees; to13
24	24		change certain provisions relating to how a corporation provides for delegates; to change,14
25	25		modernize, and clarify provisions relating to holding of, notice of, actions taken at,15
26	26		membership lists for, quorum to act at, and voting at membership meetings; to change and16
27	27		clarify certain provisions relating to agreements among members and derivative proceedings;17
28	28		to revise standing requirements for derivative actions; to change and clarify the number,18 23 LC 36 5426
29	29		S. B. 148
30	30		- 2 -
31	31		election, resignation, removal, vacancies, meetings, and quorum of the board of directors;
32	32		19
33	33		to clarify the process for appointment of committee members by the board of directors; to20
34	34		provide for directors' rights of access to corporate books and records; to change certain21
35	35		provisions relating to the standards of conduct for directors and officers; to clarify the types,22
36	36		duties, resignation, and removal of officers of a corporation; to change certain provisions23
37	37		related to indemnification and reimbursement of legal fees; to change certain provisions24
38	38		relating to conflicts of interest; to specify that members of corporations do not have certain25
39	39		property rights; to reorganize and clarify certain provisions relating to mergers; to change26
40	40		certain provisions relating to disposition of assets, distributions, and dissolution; to change27
41	41		certain provisions related to certificates of authority, foreign corporations, and inspection28
42	42		rights; to amend Code Section 8-2-42 of the Official Code of Georgia Annotated, relating to29
43	43		bribery of property or association managers regarding claims for damages arising out of30
44	44		construction defects prohibited and procedure for bringing action to remedy construction31
45	45		defects, so as to conform a cross-reference; to amend Code Section 14-5-40 of the Official32
46	46		Code of Georgia Annotated, relating to applicability of Chapter 3 of Title 14, so as to33
47	47		conform a cross-reference; to provide for related matters; to repeal conflicting laws; and for34
48	48		other purposes.35
49	49		BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:36
50	50		PART I37
51	51		SECTION 1-1.38
52	52		Chapter 3 of Title 14 of the Official Code of Georgia Annotated, relating to nonprofit39
53	53		corporations, is amended as follows:40 23 LC 36 5426
54	54		S. B. 148
55	55		- 3 -
56	56		"CHAPTER 3
57	57		41
58	58		ARTICLE 142
59	59		Part 143
60	60		14-3-101.44
61	61		This chapter shall be known and may be cited as the 'Georgia Nonprofit Corporation Code.'45
62	62		14-3-102.46
63	63		The General Assembly has power to amend or repeal all or part of this chapter at any time,
64	64		47
65	65		and all domestic corporations and foreign corporations subject to this chapter are governed48
66	66		by the amendment or repeal.49
67	67		14-3-103.50
68	68		Each provision of this chapter shall have independent legal significance.51
69	69		14-3-104.52
70	70		(a) Any corporation, with respect to which an order for relief has been entered pursuant53
71	71		to the federal Bankruptcy Code (11 U.S.C. Section 101, et seq.), may put into effect and54
72	72		carry out any decrees and orders of the court or judge in such bankruptcy proceeding and55
73	73		may take any corporate action provided or directed by such decrees and orders, without56
74	74		further action by its directors or members. Such power and authority may be exercised,57
75	75		and such corporate action may be taken, as may be directed by such decrees and orders, by58
76	76		the trustee or trustees of such corporation appointed or elected in the bankruptcy59
77	77		proceeding, or a majority thereof, or, if none are appointed or elected and acting, by60
78	78		designated officers of the corporation, or by a representative appointed by the court or61
79	79		judge, with like effect as if exercised and taken by unanimous action of the directors and62
80	80		members of the corporation.63 23 LC 36 5426
81	81		S. B. 148
82	82		- 4 -
83	83		(b) Such corporation may, in the manner provided in subsection (a) of this Code section,64
84	84		but without limiting the generality or effect of the foregoing, alter, amend, or repeal its65
85	85		bylaws; constitute or reconstitute and classify or reclassify its board of directors and name,66
86	86		constitute, or appoint directors and officers in place of or in addition to all or some of the67
87	87		directors or officers then in office; amend its articles of incorporation or make any other68
88	88		amendment, change, or alteration, or provision authorized by this chapter; be dissolved,69
89	89		transfer all or part of its assets, or merge; change the location of its registered office,70
90	90		change its registered agent, and remove or appoint any agent to receive service of process;71
91	91		authorize and fix the terms, manner, and conditions of the issuance of bonds, debentures,72
92	92		or other obligations; or lease its property and franchises to any corporation, if permitted by73
93	93		law.74
94	94		(c) Articles or a certificate of any amendment, correction, merger, or dissolution, made by75
95	95		such corporation pursuant to this Code section, shall be filed with the Secretary of State in76
96	96		accordance with Code Section 14-3-120, and, subject to Code Section 14-3-123 and77
97	97		subsection (c) of Code Section 14-3-124, shall thereupon become effective in accordance78
98	98		with its terms and the provisions thereof. Such articles, certificate, or other instrument79
99	99		shall be made, executed, and acknowledged, as may be directed by such decrees and80
100	100		orders, by the trustee or trustees appointed or elected in the bankruptcy proceeding, or a81
101	101		majority thereof, or, if none are appointed or elected and acting, by the officers of the82
102	102		corporation, or by a representative appointed by the court or judge, and shall certify that83
103	103		provision for the making of such articles, certificate, or instrument is contained in a decree84
104	104		or order of a court or judge having jurisdiction of a proceeding under the federal85
105	105		Bankruptcy Code.86
106	106		(d) This Code section shall cease to apply to such corporation upon the entry of a final87
107	107		decree in the bankruptcy proceeding closing the case and discharging the trustee or88
108	108		trustees, if any; provided, however, that the closing of a case and discharge of the trustee89 23 LC 36 5426
109	109		S. B. 148
110	110		- 5 -
111	111		or trustees, if any, will not affect the validity of any act previously performed pursuant to90
112	112		subsection (a), (b), or (c) of this Code section.91
113	113		(e) On filing any articles, certificate, report, or other paper made or executed pursuant to92
114	114		this Code section, there shall be paid to the Secretary of State for the use of the state the93
115	115		same fees as are payable by corporations not in bankruptcy upon the filing of like articles,94
116	116		certificates, agreements, reports, or other papers.95
117	117		Part 296
118	118		14-3-120.97
119	119		(a) A document must satisfy the requirements of this Code section and of any other Code98
120	120		section that adds to or varies these requirements to be entitled to filing by the Secretary of99
121	121		State.100
122	122		(b) This chapter must require or permit filing the document in the office of the Secretary101
123	123		of State.102
124	124		(c) The document must contain the information required by this chapter. It may contain103
125	125		other information as well.104
126	126		(d) The document must be typewritten or printed.105
127	127		(e) The document must be in the English language. However, a corporate name need not106
128	128		be in English if written in English letters or Arabic or Roman numerals, and the certificate107
129	129		of existence required of foreign corporations need not be in English if accompanied by a108
130	130		reasonably authenticated English translation.109
131	131		(f) The document must be executed:110
132	132		(1) By the chairperson of the board of directors of a domestic corporation or foreign111
133	133		corporation, by its president chief executive officer, or by another of its officers;112
134	134		(2) If directors have not been selected or the corporation has not been formed, by an113
135	135		incorporator; or114 23 LC 36 5426
136	136		S. B. 148
137	137		- 6 -
138	138		(3) If the corporation is in the hands of a receiver, trustee, or other court appointed
139	139		115
140	140		fiduciary, by that fiduciary;116
141	141		provided, however, that
142	142		the person executing the document may do so as an attorney in117
143	143		fact. Powers of attorney relating to the execution of the document do not need to be shown118
144	144		to or filed with the Secretary of State.119
145	145		(g) The person executing a document shall sign it and state beneath or opposite the120
146	146		signature his or her name and the capacity in which he or she signs; provided, however,121
147	147		that, if the document is electronically transmitted, the electronic version of such person's122
148	148		name may be used in lieu of a signature. The document may, but need not, contain:123
149	149		(1) The corporate seal;124
150	150		(2) An attestation by the secretary or an assistant secretary; or125
151	151		(3) An acknowledgment, verification, or proof.126
152	152		(h) The document must be delivered to the office of the Secretary of State for filing and127
153	153		must be accompanied by one exact or conformed copy (except as provided in Code128
154	154		Sections 14-3-503 and 14-3-1509), the correct filing fee, any certificate required by this129
155	155		chapter, and any penalty required by this chapter or other law. The Secretary of State may130
156	156		require that a document delivered in written form be accompanied by an identical or131
157	157		conformed copy.132
158	158		(i) Notwithstanding the provisions of this chapter, the Secretary of State may authorize the133
159	159		filing of documents by electronic transmission, following the provisions of Chapter 12 of134
160	160		Title 10, the 'Uniform Electronic Transactions Act,' and the Secretary of State shall be135
161	161		authorized to promulgate such rules and regulations as are necessary to implement136
162	162		electronic filing procedures.137
163	163		14-3-120.1.138
164	164		Notwithstanding any other law to the contrary, the Secretary of State may provide for the139
165	165		annual registration required under this chapter to be valid for a period up to and including140 23 LC 36 5426
166	166		S. B. 148
167	167		- 7 -
168	168		three years. The Secretary of State is authorized to adopt the necessary rules and
169	169		141
170	170		regulations to implement such a registration process.142
171	171		14-3-121.143
172	172		The Secretary of State may prescribe and furnish on request,
173	173		forms for:144
174	174		(1) An application for a certificate of existence;145
175	175		(2) A foreign corporation's application for a certificate of authority to conduct affairs146
176	176		transact business in this state;147
177	177		(3) A foreign corporation's application for a certificate of withdrawal;148
178	178		(4) The annual registration; and149
179	179		(5) Such other forms not in conflict with this chapter as may be prescribed by the150
180	180		Secretary of State.151
181	181		14-3-122.152
182	182		The Secretary of State shall collect the following fees when the documents described in this153
183	183		Code section are delivered for filing:154
184	184		Document155 Fee
185	185		(1) Articles of incorporation ......................................
186	186		156 $ 100.00
187	187		(2) Application for certificate of authority ...........................
188	188		157 225.00
189	189		(3) Annual registration..........................................
190	190		158 30.00
191	191		(4) Penalty for late filing of annual registration.......................
192	192		159 25.00
193	193		(5) Agent's statement of resignation ................................
194	194		160 No fee
195	195		(6) Certificate of judicial dissolution................................
196	196		161 No fee
197	197		(7) Articles of dissolution or intent to dissolve........................
198	198		162 No fee
199	199		(8) Application of withdrawal.....................................
200	200		163 No fee
201	201		(9) Application for reservation of a corporate name....................
202	202		164 25.00 23 LC 36 5426
203	203		S. B. 148
204	204		- 8 -
205	205		(10) Statement of change of address of registered agent
206	206		165
207	207		.....$5.00 per corporation but not less than......................166 20.00
208	208		(11) Application for reinstatement .................................
209	209		167 250.00
210	210		(12) Certificate of conversion
211	211		.....................................168 95.00
212	212		(13) Any other document required or permitted to be filed by this chapter . .169 20.00
213	213		14-3-123.
214	214		170
215	215		(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code171
216	216		Section 14-3-124, a document is effective:172
217	217		(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's173
218	218		endorsement on the original document; or174
219	219		(2) At any later time specified in the document as its effective time on the date it is filed.175
220	220		(b) A document may specify a delayed effective time and date, and if it does so the176
221	221		document becomes effective at the time and date specified. If a delayed effective date but177
222	222		no time is specified, the document is effective at the close of business on that date. A178
223	223		delayed effective date for a document may not be later than the ninetieth day after the date179
224	224		filed.180
225	225		(c) If a document is determined by the Secretary of State to be incomplete and181
226	226		inappropriate for filing, the Secretary of State may return the document to the person or182
227	227		corporation filing it, together with a brief written explanation of the reason for the refusal183
228	228		to file, in accordance with subsection (c) of Code Section 14-3-125 and, if the applicant184
229	229		returns the document with corrections in accordance with the rules and regulations of the185
230	230		Secretary of State, the filing date of the document will be the filing date that would have186
231	231		been applied had the original document not been deficient.187 23 LC 36 5426
232	232		S. B. 148
233	233		- 9 -
234	234		14-3-124.
235	235		188
236	236		(a) A domestic corporation
237	237		or foreign corporation may correct a document filed by the189
238	238		Secretary of State if the document:190
239	239		(1) Contains an incorrect statement; or191
240	240		(2) Was defectively executed, attested, sealed, verified, or acknowledged.192
241	241		(b) A document is corrected:193
242	242		(1) By preparing articles of correction that:194
243	243		(A) Describe the document (including its filing date);195
244	244		(B) Specify the incorrect statement and the reason it is incorrect or the manner in196
245	245		which the execution was defective; and197
246	246		(C) Correct the incorrect statement or defective execution; and198
247	247		(2) By delivering the articles of correction to the Secretary of State for filing.199
248	248		(c) Articles of correction are effective on the effective date of the document they correct200
249	249		except as to persons relying on the uncorrected document and adversely affected by the201
250	250		correction. As to those persons, articles of correction are effective when filed. Articles of202
251	251		correction shall not state a delayed effective date.203
252	252		14-3-125.204
253	253		(a) If a document delivered to the office of the Secretary of State for filing satisfies the205
254	254		requirements of Code Section 14-3-120, the Secretary of State shall file it.206
255	255		(b) The Secretary of State files a document by stamping or otherwise endorsing his or her207
256	256		the Secretary of State's official title and the date and time of receipt on both the original and208
257	257		the document copy. After filing a document, except as provided in Code Sections 14-3-503209
258	258		and 14-3-1510 a document is filed, the Secretary of State shall deliver a copy of the210
259	259		document copy to the domestic corporation or foreign corporation to which the document211
260	260		relates or its the person making the filing or the person's representative.212 23 LC 36 5426
261	261		S. B. 148
262	262		- 10 -
263	263		(c) If the Secretary of State refuses to file a document, he or she the Secretary of State213
264	264		shall return it the document to the domestic corporation or foreign corporation or its to214
265	265		which the document relates or the person making the filing or the person's representative215
266	266		within ten days after the document was delivered, together with a brief, written explanation216
267	267		of the reason for his or her refusal.217
268	268		(d) The Secretary of State's duty to file documents under this Code section is ministerial.218
269	269		Filing or refusing to file a document does not:219
270	270		(1) Affect the validity or invalidity of the document in whole or in part;220
271	271		(2) Relate to the correctness or incorrectness of information contained in the document;221
272	272		or222
273	273		(3) Create a presumption that the document is valid or invalid or that information223
274	274		contained in the document is correct or incorrect.224
275	275		14-3-126.225
276	276		(a) If the Secretary of State refuses to file a document delivered to the Secretary of State's226
277	277		office for filing, the document may be resubmitted within 30 days accompanied by an227
278	278		opinion in a record from an attorney admitted to practice in this state stating why the228
279	279		document conforms to law and the authorities upon which the opinion is based. The229
280	280		Secretary of State may rely with respect to any disputed point of law upon the opinion in230
281	281		determining whether the document conforms to law.231
282	282		(b) If the Secretary of State refuses to file a document delivered to his or her the Secretary232
283	283		of State's office for filing, as an alternative to resubmitting the document under subsection233
284	284		(a) of this Code section or following a refusal by the Secretary of State to file the document234
285	285		after it is resubmitted under subsection (a) of this Code section, the domestic corporation235
286	286		or foreign corporation may appeal the refusal to the superior court. Such appeal must be236
287	287		filed with the superior court within 30 days after the return of the document to the superior237
288	288		court by the Secretary of State. The appeal is commenced by petitioning the court to238 23 LC 36 5426
289	289		S. B. 148
290	290		- 11 -
291	291		compel filing of the document and by attaching to the petition the document and the
292	292		239
293	293		Secretary of State's explanation of his or her refusal to file.240
294	294		(b)
295	295		(c) The matter shall promptly be tried de novo by the court without a jury. The court241
296	296		may summarily order the Secretary of State to file the document or take other action the242
297	297		court considers appropriate.243
298	298		(c)(d) The court's final decision may be appealed as in other civil proceedings.244
299	299		14-3-127.245
300	300		A certificate attached to a copy of a document or electronic transmission filed by the246
301	301		Secretary of State, bearing his or her signature, which may be in facsimile, and the printed247
302	302		or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the248
303	303		original document has been filed with the Secretary of State.249
304	304		14-3-128.250
305	305		(a) Any person may apply to the Secretary of State to furnish a certificate of existence for251
306	306		a domestic corporation or a certificate of authorization authority for a foreign corporation.252
307	307		(b) A certificate of existence or authorization authority sets forth:253
308	308		(1) The domestic corporation's corporate name or the foreign corporation's corporate254
309	309		name used in this state;255
310	310		(2) That the domestic corporation is duly incorporated under the law of this state and the256
311	311		date of its incorporation, or that the foreign corporation is authorized to transact business257
312	312		in this state;258
313	313		(3) That its most recent annual registration required by Code Section 14-3-1622 has been259
314	314		delivered to the Secretary of State; and260
315	315		(4) That articles of dissolution have not been filed.261
316	316		(c) Subject to any qualification stated in the certificate, a certificate of existence or262
317	317		authorization authority issued by the Secretary of State may be relied upon as prima-facie263 23 LC 36 5426
318	318		S. B. 148
319	319		- 12 -
320	320		evidence that the domestic corporation or foreign corporation is in existence or is264
321	321		authorized to transact business in this state.265
322	322		14-3-129.266
323	323		(a) A person who signs a document he or she knows is false in any material respect with267
324	324		intent that the document be delivered to the Secretary of State for filing shall be guilty of268
325	325		a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed269
326	326		$500.00.270
327	327		(b) A document filed under this chapter may be signed by an attorney in fact. Whenever271
328	328		this chapter requires a particular individual to sign a document and the individual is272
329	329		deceased or incompetent, the document may be signed by a legal representative of the273
330	330		individual.274
331	331		(c) A person who signs a document as an attorney in fact or legal representative affirms275
332	332		as a fact that such person is authorized to sign the document.276
333	333		Part 3277
334	334		14-3-130.278
335	335		The Secretary of State has the power reasonably necessary to perform the duties required279
336	336		of him or her by this chapter.280
337	337		Part 4281
338	338		14-3-140.282
339	339		As used in this chapter, the term:283
340	340		(1) 'Articles of incorporation' or 'articles' includes amended and restated articles of284
341	341		incorporation and articles of merger.285 23 LC 36 5426
342	342		S. B. 148
343	343		- 13 -
344	344		(2) 'Board of directors' or 'board' means the person or persons vested with the authority
345	345		286
346	346		to manage the affairs of the corporation, irrespective of the name by which
347	347		of such group287
348	348		is designated, but shall not include any person solely by virtue of powers delegated to him288
349	349		or her by Code Section 14-3-801.289
350	350		(3) 'Business corporation' means a corporation for profit, incorporated under the290
351	351		provisions of Chapter 2 of this title.291
352	352		(4) 'Bylaws' means the code of rules other than the articles adopted pursuant to this292
353	353		chapter for the regulation or management of the affairs of the corporation, irrespective293
354	354		of the name or names by which of such rules are designated.294
355	355		(5) 'Charitable corporation' means a corporation that meets the requirements of295
356	356		paragraph (2) of subsection (a) of Code Section 14-3-1302.296
357	357		(6) 'Chief executive officer' includes a president or any other individual holding a similar297
358	358		position designated by another title.298
359	359		(7) 'Chief financial officer' includes a treasurer or any other individual holding a similar299
360	360		position designated by another title.300
361	361		(5)(8) 'Class' refers to a group of memberships which have the same rights with respect301
362	362		to voting, dissolution, redemption, and transfer. For the purpose of this Code section,302
363	363		rights shall be considered the same if they are determined by a formula applied303
364	364		uniformly.304
365	365		(6)(9) 'Corporation' or 'domestic corporation' means a corporation, other than a foreign305
366	366		corporation, incorporated under or subject to the provisions of this chapter.306
367	367		(7)(10) 'Delegate' means a person elected or appointed to vote in a representative307
368	368		assembly for the election of a director or on other matters. A person is not a member308
369	369		solely by virtue of such person's status as a delegate.309
370	370		(8)(11) 'Deliver' includes delivery by hand, mail, private carrier, and electronic310
371	371		transmission.311 23 LC 36 5426
372	372		S. B. 148
373	373		- 14 -
374	374		(9) 'Distribution' means the payment of a dividend or any part of the income or profit of312
375	375		a corporation to its members, directors, or officers. Payment of indemnification or313
376	376		reasonable compensation, fees, or expenses incurred in the performance of duties on314
377	377		behalf of the corporation is not a distribution.315
378	378		(12) 'Document' means:316
379	379		(A) Any tangible medium on which information is inscribed, and includes handwritten,317
380	380		typed, printed, or similar instruments and copies of such instruments; and318
381	381		(B) Any electronic or other medium that is retrievable in perceivable form.319
382	382		(10)(13) 'Effective date of notice' is defined described in Code Section 14-3-141.320
383	383		(14) 'Electronic' means relating to technology having electrical, digital, magnetic,321
384	384		wireless, optical, electromagnetic, or similar capabilities.322
385	385		(11)(15) 'Electronic network' means any medium or electronic system for creating,323
386	386		generating, sending, receiving, and storing, displaying, processing, or viewing electronic324
387	387		documents or electronic transmissions among persons.325
388	388		(12)(16) 'Electronic transmission' or 'electronically transmitted' means any form of326
389	389		electronic communication not directly involving the physical transmission of paper that327
390	390		creates a record that may be retained, retrieved, and reviewed by a recipient thereof and328
391	391		that may be directly reproduced in paper form by such a recipient through an automated329
392	392		process. Electronic transmissions include, but are not limited to, telegraphs, telegrams,330
393	393		cablegrams, teletypes, e-mail, and facsimile transmissions.331
394	394		(13) 'Employee' includes an officer but not a director. A director may accept duties that332
395	395		make him or her also an employee.333
396	396		(14)(17) 'Entity' includes corporation and foreign corporation; business corporation and334
397	397		foreign business corporation; profit and nonprofit unincorporated association; business335
398	398		trust, estate, general partnership, limited partnership, foreign limited partnership, trust,336
399	399		and two or more persons having a joint or common economic interest; domestic337
400	400		joint-stock association and foreign joint-stock association; limited liability company and338 23 LC 36 5426
401	401		S. B. 148
402	402		- 15 -
403	403		foreign limited liability company; limited liability partnership and foreign limited liability
404	404		339
405	405		partnership; state, United States, and foreign government; and regional commission solely340
406	406		for the purpose of implementing subsection (f) of Code Section 50-8-35.341
407	407		(15)
408	408		(18) 'Foreign business corporation' means a corporation for profit incorporated under342
409	409		a law other than the law of this state.343
410	410		(16)(19) 'Foreign corporation' means a corporation incorporated under a law other than344
411	411		the law of this state which would be a nonprofit corporation if incorporated under, or345
412	412		subject to, this chapter.346
413	413		(16.1)(20) 'Foreign limited liability company' means a limited liability company formed347
414	414		under the laws of a jurisdiction other than this state.348
415	415		(21) 'Governing agreements' includes the articles of incorporation and bylaws of a349
416	416		business corporation, foreign business corporation, or corporation or foreign corporation;350
417	417		the articles of association or trust agreement or indenture and bylaws of a joint-stock351
418	418		association; the articles of organization and operating agreement of a limited liability352
419	419		company; the certificate of limited partnership and limited partnership agreement of a353
420	420		limited partnership; and agreements serving comparable purposes under the laws of other354
421	421		states or jurisdictions.355
422	422		(17)(22) 'Governmental subdivision' includes an authority, county, district, and356
423	423		municipality or any other political subdivision.357
424	424		(18)(23) 'Includes' or 'including' denotes a partial definition or a nonexclusive list.358
425	425		(19)(24) 'Individual' means a natural person and includes the estate of an incompetent359
426	426		or deceased individual.360
427	427		(25) 'Joint-stock association' includes any association of the kind commonly known as361
428	428		a joint-stock association or joint-stock company and any unincorporated association,362
429	429		trust, or enterprise having members or having outstanding shares of stock or other363
430	430		evidences of financial and beneficial interest therein, whether formed by agreement or364
431	431		under statutory authority or otherwise, but shall not include a corporation, partnership,365 23 LC 36 5426
432	432		S. B. 148
433	433		- 16 -
434	434		limited liability partnership, limited liability company, or nonprofit organization. A366
435	435		joint-stock association as defined in this paragraph may be formed under the laws of this367
436	436		state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53 or a trust368
437	437		formed under or pursuant to the laws of any other state or jurisdiction.369
438	438		(19.1)(26) 'Limited liability company' means any limited liability company formed under370
439	439		Chapter 11 of this title.371
440	440		(27) 'Limited partnership' includes limited partnerships formed under the laws of this372
441	441		state or of any other state or territory of the United States or the District of Columbia.373
442	442		(20)(28) 'Mail' includes the United States mail.374
443	443		(21)(29) 'Means' denotes an exhaustive definition.375
444	444		(22)(30) 'Member' means without regard to the name by which a person is designated in376
445	445		the articles or bylaws any person who is entitled to vote for the election of a director or377
446	446		directors pursuant to a provision of the corporation's articles or bylaws that expressly378
447	447		provides for or contemplates the existence of members. A person is not a member solely379
448	448		by virtue of any of the following:380
449	449		(A) Any rights such person has as a delegate;381
450	450		(B) Any rights such person has to designate nominate, appoint, or confirm a director382
451	451		or directors; or383
452	452		(C) Any rights such person has as a director; or384
453	453		(D) A contribution by such person to the corporation.385
454	454		(31) 'Membership corporation' means a corporation whose articles of incorporation386
455	455		provide for a member or members.387
456	456		(23)(32) 'Notice' is defined described in Code Section 14-3-141.388
457	457		(24)(33) 'Person' includes an individual and an entity.389
458	458		(25)(34) 'Principal office' means the office in or out of this state so designated in the390
459	459		annual registration where the principal executive offices of a domestic corporation or391
460	460		foreign corporation are located.392 23 LC 36 5426
461	461		S. B. 148
462	462		- 17 -
463	463		(26)(35) 'Proceeding' includes civil suit and criminal, administrative, and investigatory393
464	464		action.394
465	465		(27)(36) 'Record date' means the date established under Article 6 or 7 of this chapter on395
466	466		which a corporation determines the identity of its members for purposes of this chapter.396
467	467		The determinations shall be made as of the close of business on the record date unless397
468	468		another time for doing so is specified when the record date is fixed.398
469	469		(28)(37) 'Secretary' means the corporate officer to whom the board of directors has399
470	470		delegated responsibility under subsection (b) (d) of Code Section 14-3-840 for custody400
471	471		of the minutes of the meetings of the board of directors and of any members and for401
472	472		authenticating records of the corporation.402
473	473		(38) 'Share' includes shares, memberships, financial or beneficial interests, units, or403
474	474		proprietary or partnership interests in a business corporation or a foreign business404
475	475		corporation, limited liability company, joint-stock association, or limited partnership but405
476	476		does not include debt obligations of any entity.406
477	477		(39) 'Shareholder' means any person who owns or holds title to or beneficial interest in407
478	478		a share.408
479	479		(29)(40) 'Signature' or 'sign' includes any manual, facsimile, conformed, or electronic409
480	480		signature.410
481	481		(30)(41) 'State,' when referring to a part of the United States, includes a state,411
482	482		commonwealth, the District of Columbia (and their agencies and governmental412
483	483		subdivisions) and a territory and insular possession (and their agencies and governmental413
484	484		subdivisions) of the United States.414
485	485		(31)(42) 'Superior court' means the superior court of the county in which the415
486	486		corporation's registered office is located; or, if the corporation has no registered office,416
487	487		the county in which the corporation's principal office is located; or, if the corporation has417
488	488		neither a registered office nor a principal office, then the Superior Court of Fulton418
489	489		County.419 23 LC 36 5426
490	490		S. B. 148
491	491		- 18 -
492	492		(32)(43) 'United States' includes district, authority, bureau, commission, department, and420
493	493		any other agency of the United States.421
494	494		(33)(44) 'Voting power' means the total number of votes entitled to be cast for the422
495	495		election of directors at the time the determination of voting power is made, excluding a423
496	496		vote which is contingent upon the happening of a condition or event that has not occurred424
497	497		at the time. Where a class is entitled to vote as a class for directors, the determination of425
498	498		voting power of the class shall be based on the percentage of the number of directors the426
499	499		class is entitled to elect out of the total number of authorized directors.427
500	500		14-3-141.428
501	501		(a) Notice under this chapter shall be in writing or by electronic transmission unless oral429
502	502		notice is reasonable under the circumstances.430
503	503		(b) Notice may be communicated in person; by telephone, electronic transmission, or other431
504	504		form of wire or wireless communication; or by mail or private carrier. If these forms of432
505	505		personal notice are impracticable, notice may be communicated by a newspaper of general433
506	506		circulation in the area where published or by radio, television, or other form of public434
507	507		broadcast communication. Unless otherwise provided in the articles of incorporation,435
508	508		bylaws, or this chapter, notice by electronic transmission shall be deemed to be notice in436
509	509		writing for purposes of this chapter.437
510	510		(c) Written notice by a domestic corporation or a foreign corporation to its members, if in438
511	511		a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid439
512	512		and correctly addressed to the member's address shown in the corporation's or foreign440
513	513		corporation's current record of members. If the corporation or foreign corporation has441
514	514		more than 500 members of record entitled to vote at a meeting, it may utilize a class of mail442
515	515		other than first class if the notice of the meeting is mailed, with adequate postage prepaid,443
516	516		not less than 30 days before the date of the meeting.444 23 LC 36 5426
517	517		S. B. 148
518	518		- 19 -
519	519		(d) Written notice to a domestic corporation or a foreign corporation authorized to transact445
520	520		business in this state may be addressed to its registered agent at its registered office or to446
521	521		the such corporation or its secretary at its principal office shown in its most recent annual447
522	522		registration or, in the case of a foreign corporation that has not yet delivered an annual448
523	523		registration, in its application for a certificate of authority.449
524	524		(e) Except as provided in subsections (c) and (h) of this Code section or in the articles of450
525	525		incorporation or bylaws, written notice, if in a comprehensible form, is effective at the451
526	526		earliest of the following:452
527	527		(1) When received or when delivered, properly addressed, to the addressee's last known453
528	528		principal place of business or residence;454
529	529		(2) Five days after its deposit in the mail, as evidenced by the postmark, if mailed with455
530	530		first-class postage prepaid and correctly addressed; or456
531	531		(3) On the date shown on the return receipt, if sent by registered or certified mail or457
532	532		statutory overnight delivery, return receipt requested, and the receipt is signed by or on458
533	533		behalf of the addressee.459
534	534		(f) Oral notice is effective when communicated if communicated in a comprehensible460
535	535		manner.461
536	536		(g) In calculating time periods for notice under this chapter, when a period of time462
537	537		measured in days, weeks, months, years, or other measurement of time is prescribed for the463
538	538		exercise of any privilege or the discharge of any duty, the first day shall not be counted but464
539	539		the last day shall be counted.465
540	540		(h)(1) Without limiting the manner by which notice otherwise may be given effectively466
541	541		to members, any notice to members given by the corporation under any provision of this467
542	542		chapter, the articles of incorporation, or the bylaws shall be effective if given by a form468
543	543		of electronic transmission consented to by the member to whom the notice is given. Any469
544	544		such consent shall be revocable by the member by written notice to the corporation. Any470
545	545		such consent shall be deemed revoked if:471 23 LC 36 5426
546	546		S. B. 148
547	547		- 20 -
548	548		(A) The corporation is unable to deliver by electronic transmission two consecutive
549	549		472
550	550		notices given by the corporation in accordance with such consent; and473
551	551		(B) Such inability becomes known to the secretary or an assistant secretary of the474
552	552		corporation or to the transfer agent or
553	553		other person responsible for the giving of notice;475
554	554		provided, however, that the inadvertent failure to treat such inability as a revocation476
555	555		shall not invalidate any meeting or other action.477
556	556		(2) Notice given pursuant to this subsection shall be deemed effective:478
557	557		(A) If by facsimile telecommunication, when transmitted to a number at which the479
558	558		member has consented to receive notice;480
559	559		(B) If by e-mail email, when transmitted to an e-mail email address at which the481
560	560		member has consented to receive notice;482
561	561		(C) If by a posting on an electronic network together with separate notice to the483
562	562		member of such specific posting, upon the later of (i) such posting or (ii) the giving of484
563	563		such separate notice; and485
564	564		(D) If by any other form of electronic transmission, when transmitted to the member.486
565	565		(i) An affidavit, certificate, or other written confirmation of the secretary or an assistant487
566	566		secretary or of the transfer agent or other agent of the corporation that the notice has been488
567	567		given under this Code section shall, in the absence of fraud, be prima-facie evidence of the489
568	568		facts stated therein.490
569	569		(j) The corporation may be obligated to accept from a member consents, requests,491
570	570		demands, or notices given and delivered under this chapter to the principal place of492
571	571		business of the corporation or to an officer or agent of the corporation having custody of493
572	572		the books in which proceedings of meetings of members are recorded by electronic494
573	573		transmission only as provided by resolution of the board of directors of the corporation or495
574	574		in the articles of incorporation.496
575	575		(k) Unless the registered agent of the corporation shall provide provides written consent497
576	576		to the corporation to the receipt of a member's consent, request, demand, or notice by498 23 LC 36 5426
577	577		S. B. 148
578	578		- 21 -
579	579		electronic transmission under this chapter, delivery made to a corporation's registered499
580	580		office shall be made by hand or by certified or registered mail or statutory overnight500
581	581		delivery, return receipt requested.501
582	582		(l) If this chapter prescribes notice requirements for particular circumstances, those502
583	583		requirements govern. If articles of incorporation or bylaws prescribe notice requirements,503
584	584		not inconsistent with this Code section or other provisions of this chapter, those504
585	585		requirements govern.505
586	586		(m) Whenever notice would otherwise be required to be given under any provision of this506
587	587		chapter to a member, the notice need not be given if notice of two consecutive annual507
588	588		meetings, and all notices of meetings during the period between such two consecutive508
589	589		annual meetings, have been returned undeliverable or could not be delivered. Unless509
590	590		otherwise provided by the corporation's bylaws, if a member delivers to the corporation a510
591	591		notice setting forth the member's then-current mailing address, telephone number, means511
592	592		of electronic communication, or address for private carrier delivery, the requirement that512
593	593		notice be given to that member shall be reinstated.513
594	594		Part 5514
595	595		14-3-160.515
596	596		(a) If for any reason it is impractical or impossible for any a corporation to call or conduct516
597	597		a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the517
598	598		manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director,518
599	599		officer, delegate, member, other person entitled to participate, or the Attorney General, the519
600	600		superior court may order that such a meeting be called or that a ballot in writing or by520
601	601		electronic transmission or other form of obtaining the vote of members, delegates, or521
602	602		directors be authorized, in such a manner as the court finds fair and equitable under the522
603	603		circumstances.523 23 LC 36 5426
604	604		S. B. 148
605	605		- 22 -
606	606		(b) The court shall, in an order issued pursuant to this Code section, provide for a method
607	607		524
608	608		of notice reasonably designed to give actual notice to all persons who would be entitled to525
609	609		notice of a meeting held pursuant to the articles, bylaws, or this chapter, whether or not the526
610	610		method results in actual notice to all such persons or conforms to the notice requirements527
611	611		that would otherwise apply. In a proceeding under this Code section the court may528
612	612		determine who the members or directors are.529
613	613		(c) The order issued pursuant to this Code section may dispense with any requirement530
614	614		relating to the holding of or voting at meetings or obtaining votes, including any531
615	615		requirement as to quorums or as to the number or percentage of votes needed for approval,532
616	616		that would otherwise be imposed by the articles, bylaws, or this chapter.533
617	617		(d) Whenever practical, any order issued pursuant to this Code section shall limit the534
618	618		subject matter of meetings or other forms of consent authorized to items, including535
619	619		amendments to the articles or bylaws, the resolution of which will or may enable the536
620	620		corporation to continue managing its affairs without further resort to this Code section;537
621	621		provided, however, that an order under this Code section may also authorize the obtaining538
622	622		of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.539
623	623		(e) Any meeting or other method of obtaining the vote of members, delegates, or directors540
624	624		conducted pursuant to an order issued under this Code section, and that complies with all541
625	625		the provisions of such order, is for all purposes a valid meeting or vote, as the case may be,542
626	626		and shall have the same force and effect as if it complied with every requirement imposed543
627	627		by the articles, bylaws, and this chapter.544
628	628		Part 6545
629	629		14-3-170.546
630	630		(a) The Attorney General may petition the superior court:547 23 LC 36 5426
631	631		S. B. 148
632	632		- 23 -
633	633		(1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a
634	634		548
635	635		charitable
636	636		corporation described in paragraph (2) of subsection (a) of Code Section549
637	637		14-3-1302 in situations in which the transferee knew of its unlawfulness;550
638	638		(2) To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable551
639	639		corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in552
640	640		situations in which the transferee knew of its unlawfulness;553
641	641		(3) To dissolve a corporation that:554
642	642		(A) Obtained its articles of incorporation through fraud; or555
643	643		(B) Was reinstated under Code Section 14-3-1422 through fraud; or556
644	644		(C) Has continued exceeded or abused, and is continuing to exceed or abuse, the557
645	645		authority conferred upon it by law; or558
646	646		(4) To compel accounting and restitution or other appropriate relief for violation of Code559
647	647		Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301.560
648	648		(b) In connection with any such proceeding or proposed proceeding, the Attorney General561
649	649		shall have the same power to investigate and issue subpoenas as he or she has with respect562
650	650		to investigations authorized under Code Section 45-15-17.563
651	651		Part 7564
652	652		14-3-180.565
653	653		If religious doctrine governing the affairs of a corporation is inconsistent with the566
654	654		provisions of this chapter on the same subject, the religious doctrine shall control to the567
655	655		extent required by the Constitution of the United States or the Constitution of this state or568
656	656		both.569 23 LC 36 5426
657	657		S. B. 148
658	658		- 24 -
659	659		ARTICLE 2
660	660		570
661	661		14-3-201.571
662	662		One or more persons may act as the incorporator or incorporators of a corporation by572
663	663		delivering articles of incorporation to the Secretary of State for filing.573
664	664		14-3-202.574
665	665		(a) The articles of incorporation must set forth:575
666	666		(1) A corporate name for the corporation that satisfies the requirements of Code Section576
667	667		14-3-401;577
668	668		(2) The street address and county of the corporation's initial registered office and the578
669	669		name of its initial registered agent at that office;579
670	670		(3) The name and address of each incorporator;580
671	671		(4) Whether or not the corporation will have members;581
672	672		(5) The mailing address of the initial principal office of the corporation, if different from582
673	673		the initial registered office; and583
674	674		(6) A statement that the corporation is organized pursuant to the Georgia Nonprofit584
675	675		Corporation Code.585
676	676		(b) The articles of incorporation may set forth:586
677	677		(1) The purpose or purposes for which the corporation is organized, which may be, either587
678	678		alone or in combination with other purposes, the transaction of any lawful activity;588
679	679		(2) The names and addresses of the individuals who are to serve as the initial directors;589
680	680		(3) Provisions not inconsistent with law regarding:590
681	681		(A) Managing and regulating the affairs of the corporation;591
682	682		(B) Defining, limiting, and regulating the powers of the corporation, its board of592
683	683		directors, and members (or any class of members); and593 23 LC 36 5426
684	684		S. B. 148
685	685		- 25 -
686	686		(C) The characteristics, qualifications, rights, limitations, and obligations attaching to
687	687		594
688	688		each or any class of members;595
689	689		(4) A provision eliminating or limiting the liability of a director to the corporation or its596
690	690		members for monetary damages for any action taken, or any failure to take any action,597
691	691		as a director, except liability:598
692	692		(A) For any appropriation, in violation of his or her duties, of any business opportunity599
693	693		of the corporation;600
694	694		(B) For acts or omissions which involve intentional misconduct or a knowing violation601
695	695		of law;602
696	696		(C) For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or603
697	697		(D) For any transaction from which the director received an improper personal benefit,604
698	698		provided that no such provision shall eliminate or limit the liability of a director for any605
699	699		act or omission occurring prior to the date when such provision becomes effective;606
700	700		(5) A provision permitting indemnification of directors as set forth in Code Section
701	701		607
702	702		14-3-856, provided that no such provision shall permit indemnification of a director for608
703	703		any act or omission occurring prior to the date when such provision becomes effective.609
704	704		(5)(6) Any provision that under this chapter is required or permitted to be set forth in the610
705	705		bylaws; and611
706	706		(6)(7) Provisions not inconsistent with law regarding the distribution of assets on612
707	707		dissolution.613
708	708		(c) One or more incorporators named in the articles must sign the articles unless the filing614
709	709		is being signed by an attorney in fact.615
710	710		(d) The articles of incorporation need not set forth any of the corporate powers enumerated616
711	711		in this chapter.617 23 LC 36 5426
712	712		S. B. 148
713	713		- 26 -
714	714		14-3-202.1.
715	715		618
716	716		Code Section 14-2-201.1 shall apply equally to the organization of corporations under this619
717	717		chapter, except that the notice to the publisher of the newspaper shall be in substantially620
718	718		the following form:621
719	719		'NOTICE OF INCORPORATION622
720	720		Notice is given that articles of in corporation which incorporate623
721	721		_________________________ (name of corporation) have been delivered to the624
722	722		Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.625
723	723		The initial registered office of the corporation is located at _______________________626
724	724		(address of registered office) and its initial registered agent at such address is627
725	725		_______________________ (name of agent).'628
726	726		14-3-203.629
727	727		(a) Unless a delayed effective date is specified, the corporate existence begins when the630
728	728		articles of incorporation are filed.631
729	729		(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that632
730	730		the incorporators satisfied all conditions precedent to incorporation except in a proceeding633
731	731		by the state to cancel or revoke the incorporation or administratively dissolve the634
732	732		corporation.635
733	733		14-3-204.636
734	734		All persons purporting to act as or on behalf of a corporation, knowing there was no637
735	735		incorporation under this chapter, are jointly and severally liable for all liabilities created638
736	736		while so acting.639
737	737		14-3-205.640
738	738		(a) After incorporation:641 23 LC 36 5426
739	739		S. B. 148
740	740		- 27 -
741	741		(1) If initial directors are named in the articles of incorporation, the initial directors shall
742	742		642
743	743		hold an organizational meeting, at the call of a majority of the directors, to complete the643
744	744		organization of the corporation by appointing officers, adopting bylaws, and carrying on644
745	745		any other business brought before the meeting; or645
746	746		(2) If initial directors are not named in the articles, the incorporator or incorporators shall646
747	747		hold an organizational meeting at the call of a majority of the incorporators:647
748	748		(A) To elect directors and complete the organization of the corporation; or648
749	749		(B) To elect a board of directors who shall complete the organization of the649
750	750		corporation.650
751	751		(b) Action required or permitted by this chapter to be taken by incorporators at an651
752	752		organizational meeting may be taken without a meeting if the action taken is evidenced by652
753	753		one or more consents in writing or by electronic transmission describing the action taken653
754	754		and signed by each incorporator.654
755	755		(c) An organizational meeting may be held in or out of this state or in accordance with655
756	756		Code Section 14-3-821.656
757	757		14-3-206.657
758	758		(a) The incorporators or board of directors of a corporation shall adopt bylaws for the658
759	759		corporation.659
760	760		(b) The bylaws may contain any provision for regulating and managing the affairs of the660
761	761		corporation that is not inconsistent with law or the articles of incorporation.661
762	762		14-3-207.662
763	763		(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend,663
764	764		or repeal bylaws to be effective only in an emergency defined in subsection (d) of this664
765	765		Code section. The emergency bylaws, which are subject to amendment or repeal by the665 23 LC 36 5426
766	766		S. B. 148
767	767		- 28 -
768	768		members, may provide special procedures necessary for managing the corporation during
769	769		666
770	770		the emergency, including:667
771	771		(1) How to call a meeting of the board;668
772	772		(2) Quorum requirements for the meeting; and669
773	773		(3) Designation of additional or substitute directors.670
774	774		(b) All provisions of the regular bylaws consistent with the emergency bylaws remain671
775	775		effective during the emergency. The emergency bylaws are not effective after the672
776	776		emergency ends.673
777	777		(c) Corporate action taken in good faith in accordance with the emergency bylaws:674
778	778		(1) Binds the corporation; and675
779	779		(2) May not be used to impose liability on a corporate director, officer, employee, or676
780	780		agent.677
781	781		(d) An emergency exists for purposes of this Code section if a quorum of the corporation's678
782	782		directors cannot readily be assembled because of some catastrophic event.679
783	783		ARTICLE 3680
784	784		14-3-301.681
785	785		(a) Every corporation incorporated under this chapter has the purpose of engaging in any682
786	786		lawful activity unless a more limited purpose is set forth in the articles of incorporation.683
787	787		(b) A corporation engaging in an activity that is subject to regulation under another statute684
788	788		of this state may incorporate under this chapter only if incorporation under this chapter is685
789	789		not prohibited by the other statute. The corporation shall be subject to all limitations of the686
790	790		other statute.687 23 LC 36 5426
791	791		S. B. 148
792	792		- 29 -
793	793		14-3-302.
794	794		688
795	795		Every corporation has perpetual duration and succession in its corporate name, unless its689
796	796		articles of incorporation adopted on or after April 1, 1969, or in the case of a corporation690
797	797		existing prior to or on April 1, 1969, an amendment thereto adopted on or after April 1,691
798	798		1969, provides otherwise. Unless its articles of incorporation provide otherwise, every692
799	799		corporation has the same powers as an individual to do all things necessary or convenient693
800	800		to carry out its business and affairs, including without limitation power:694
801	801		(1) To sue, be sued, complain, and defend in its corporate name;695
802	802		(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile696
803	803		of it, by impressing or affixing or in any other manner reproducing it;697
804	804		(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with698
805	805		the laws of this state, for regulating and managing the affairs of the corporation;699
806	806		(4) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and700
807	807		otherwise deal with real or personal property or any legal or equitable interest in property,701
808	808		wherever located;702
809	809		(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or703
810	810		any part of its property;704
811	811		(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell,705
812	812		mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other706
813	813		interests in, or obligations of, any entity;707
814	814		(7) To make contracts and guaranties,
815	815		; incur liabilities,; borrow money,; issue notes,708
816	816		bonds, and other obligations,; and secure any of its obligations by mortgage or pledge of709
817	817		any of its property, franchises, or income;710
818	818		(8) To lend money, invest and reinvest its funds, and receive and hold real and personal711
819	819		property as security for repayment, except as limited by Code Sections 14-3-860712
820	820		through 14-3-864;713 23 LC 36 5426
821	821		S. B. 148
822	822		- 30 -
823	823		(9) To be a promoter, fiduciary, shareholder, partner, member, associate, or manager of
824	824		714
825	825		any partnership, joint venture, trust, or other entity;715
826	826		(10) To conduct its activities, locate offices, and exercise the powers granted by this716
827	827		chapter within or without this state;717
828	828		(11) To elect or appoint directors, officers, delegates, employees, and agents of the718
829	829		corporation,
830	830		; define their duties,; fix their compensation,; and lend them money and719
831	831		credit;720
832	832		(12) To pay pensions and establish pension plans, pension trusts, and other benefit and721
833	833		incentive plans for any or all of its current or former directors, officers, employees, and722
834	834		agents;723
835	835		(13) To make donations not inconsistent with law for the public welfare or for charitable,724
836	836		religious, scientific, or educational purposes and for other purposes that further the725
837	837		corporate interest;726
838	838		(14) To impose dues, assessments, admission fees, and transfer fees upon its members;727
839	839		(15) To provide insurance for its benefit on the life or physical or mental ability of any728
840	840		of its directors, officers, or employees or any other person whose death or physical or729
841	841		mental disability might cause financial loss to the corporation; or, pursuant to any730
842	842		contract obligating the corporation, as part of compensation arrangements, or pursuant731
843	843		to any contract obligating the corporation as guarantor or surety, on the life of the732
844	844		principal obligor, and for these purposes the corporation is deemed to have an insurable733
845	845		interest in such persons;734
846	846		(16) To establish conditions for admission of members, admit members, and issue735
847	847		memberships;736
848	848		(17) To carry on a business; and737
849	849		(18) To do all things necessary or convenient, not inconsistent with law, to further the738
850	850		activities and affairs of the corporation.739 23 LC 36 5426
851	851		S. B. 148
852	852		- 31 -
853	853		14-3-303.
854	854		740
855	855		(a) In anticipation of or during an emergency defined in subsection (d) of this Code741
856	856		section, the board of directors of a corporation may:742
857	857		(1) Modify lines of succession to accommodate the incapacity of any director, officer,743
858	858		employee, or agent; and744
859	859		(2) Relocate the principal office, designate alternative principal offices or regional745
860	860		offices, or authorize the officers to do so.746
861	861		(b) During an emergency defined in subsection (d) of this Code section, unless emergency747
862	862		bylaws provide otherwise:748
863	863		(1) Notice of a meeting of the board of directors need be given only to those directors it749
864	864		is practicable to reach and may be given in any practicable manner, including by750
865	865		publication and radio; and
866	866		751
867	867		(2) Those directors who participate in a meeting of the board of directors shall constitute752
868	868		a quorum; and753
869	869		(2)(3) One or more officers of the corporation present at a meeting of the board of754
870	870		directors may be deemed to be directors for the meeting, in order of rank and within the755
871	871		same rank in order of seniority, as necessary to achieve a quorum.756
872	872		(c) Corporate action taken in good faith during an emergency under this Code section to757
873	873		further the ordinary affairs of the corporation:758
874	874		(1) Binds the corporation; and759
875	875		(2) May not be used to impose liability on a corporate director, officer, employee, or760
876	876		agent.761
877	877		(d) An emergency exists for purposes of this Code section if a quorum of the corporation's762
878	878		directors cannot readily be assembled because of some catastrophic event.763 23 LC 36 5426
879	879		S. B. 148
880	880		- 32 -
881	881		14-3-304.
882	882		764
883	883		(a) Except as provided in subsection (b) of this Code section, the validity of corporate765
884	884		action may not be challenged on the ground that the corporation lacks or lacked power to766
885	885		act.767
886	886		(b) A corporation's power to act may be challenged:768
887	887		(1) In a proceeding by a member against the corporation to enjoin the act;769
888	888		(2) In a proceeding by the corporation, directly, derivatively, or through a receiver,770
889	889		trustee, or other legal representative, against an incumbent or former director, officer,771
890	890		employee, or agent of the corporation; or772
891	891		(3) In a proceeding by the Attorney General under Code Section 14-3-170 or
892	892		14-3-1430.773
893	893		(c) In a member's proceeding under paragraph (1) of subsection (b) of this Code section774
894	894		to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if775
895	895		equitable and if all affected persons are parties to the proceeding, and may award damages776
896	896		for loss, other than anticipated profits, suffered by the corporation or another party because777
897	897		of enjoining the unauthorized act.778
898	898		14-3-305.779
899	899		(a) As used in this Code section only, the term 'nonprofit' means any corporation which780
900	900		is formed, created, or operated by or on behalf of a hospital authority.781
901	901		(b) Nonprofits shall have all of the rights, powers, benefits, and purposes granted to other782
902	902		corporations under this chapter and shall not be subject to any restrictions contained in783
903	903		Article 4 of Chapter 7 of Title 31, the 'Hospital Authorities Law,' except as provided in784
904	904		subsections (c) and (d) of this Code section.785
905	905		(c) A director of a nonprofit shall be subject to the provisions of Code Section 31-7-74.1786
906	906		with respect to conflicts of interest regarding such nonprofit and the hospital authority787
907	907		which formed, created, or operates such nonprofit, and Code Section 31-7-74.1 shall be788
908	908		deemed to apply to such nonprofit and such hospital authority only for such purpose.789 23 LC 36 5426
909	909		S. B. 148
910	910		- 33 -
911	911		(d) A nonprofit shall be subject to the provisions of Code Section 31-7-90.1 with respect
912	912		790
913	913		to reporting community benefits provided by such nonprofit and with respect to annual791
914	914		reports by such nonprofit disclosing certain transactions with the nonprofit or with the792
915	915		hospital authority which formed, created, or operates the nonprofit and Code Section793
916	916		31-7-90.1 shall be deemed to apply to both that nonprofit and that hospital authority only794
917	917		for such purposes.795
918	918		(e) Nothing in this Code section shall be deemed or construed to affect in any manner the796
919	919		provisions of Code Section 31-7-75.2, Chapter 14 of Title 50, or Article 4 of Chapter 18797
920	920		of Title 50 or to change existing law as to whether such statutory provisions are applicable798
921	921		to nonprofits.799
922	922		ARTICLE 4800
923	923		14-3-401.801
924	924		(a) A corporate name:802
925	925		(1) Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the803
926	926		abbreviation 'Corp.,' 'Inc.,' 'Co.,' or 'Ltd.,' or words or abbreviations of like import in a804
927	927		language other than English;805
928	928		(2) May not contain language stating or implying that the corporation is organized for806
929	929		a purpose other than that permitted by its articles of incorporation and by Code Section807
930	930		14-3-301;808
931	931		(3) May not contain anything which, in the reasonable judgment of the Secretary of809
932	932		State, is obscene; and810
933	933		(4) Shall not in any instance exceed 80 characters, including spaces and punctuation.811
934	934		(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name812
935	935		must be distinguishable upon the records of the Secretary of State from:813 23 LC 36 5426
936	936		S. B. 148
937	937		- 34 -
938	938		(1) The corporate name of an incorporated organization a corporation, whether for profit814
939	939		or not for profit, incorporated or authorized to transact business in this state;815
940	940		(2) A corporate name reserved or registered under this chapter or Chapter 2 of this title;816
941	941		(3) The fictitious name adopted by a foreign corporation authorized to transact business817
942	942		in this state because its real name is unavailable;818
943	943		(4) The name of a limited partnership or professional association reserved or filed with819
944	944		the Secretary of State under Chapter 9 of this title; and820
945	945		(5) The name of a limited liability company formed or authorized to transact business821
946	946		in this state.822
947	947		(c) A corporation may apply to the Secretary of State for authorization to use a name that823
948	948		is not distinguishable upon his or her records from one or more of the names described in824
949	949		subsection (b) of this Code section. The Secretary of State shall authorize use of the name825
950	950		applied for if the other corporation consents to the use in writing and files with the826
951	951		Secretary of State articles of amendment to its articles of incorporation changing its name827
952	952		to a name that is distinguishable upon the records of the Secretary of State from the name828
953	953		of the applying corporation.829
954	954		(d) A corporation may use the name (including the fictitious name) of another domestic830
955	955		corporation or foreign corporation that is used in this state if the other corporation is831
956	956		incorporated or authorized to transact business in this state and:832
957	957		(1) The proposed user corporation has merged with the other corporation;833
958	958		(2) The proposed user corporation has been formed by reorganization of the other834
959	959		corporation; or835
960	960		(3) The other domestic corporation or foreign corporation has taken the steps required836
961	961		by this chapter to change its name to a name that is distinguishable upon the records of837
962	962		the Secretary of State from the name of the foreign corporation applying to use its former838
963	963		name.839 23 LC 36 5426
964	964		S. B. 148
965	965		- 35 -
966	966		(e) This chapter does not control the use of fictitious or trade names. Issuance of a name
967	967		840
968	968		under this chapter means that the name is distinguishable for filing purposes on the records841
969	969		of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a842
970	970		corporate name does not affect the commercial availability of the name.843
971	971		14-3-402.844
972	972		(a) A person may apply to reserve a name for the purpose of incorporation by paying the845
973	973		fee specified in Code Section 14-3-122. If the Secretary of State finds that the corporate846
974	974		name applied for is available, he or she shall reserve the name for the applicant's use for847
975	975		30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of848
976	976		State finds that the name applied for is not distinguishable for filing purposes upon the849
977	977		records of the Secretary of State, he or she shall notify the applicant who may then submit850
978	978		another reservation request within ten days of the date of the rejection notice without851
979	979		payment of an additional reservation fee.852
980	980		(b) Upon expiration of a name reservation after 30 days without the filing of articles of853
981	981		incorporation, the name may again be reserved for another 30 day period by the same or854
982	982		another applicant under the same guidelines of subsection (a) of this Code section.855
983	983		(c) A person who has in effect a name reservation under subsection (a) of this Code section856
984	984		may transfer the reservation to another person by delivering to the Secretary of State a857
985	985		signed notice of the transfer that states the name and address of the transferee.858
986	986		ARTICLE 5859
987	987		Part 1860
988	988		14-3-501.861
989	989		Each corporation must continuously maintain in this state:862
990	990		(1) A registered office with the same address as that of the registered agent; and863 23 LC 36 5426
991	991		S. B. 148
992	992		- 36 -
993	993		(2) A registered agent, who may be:
994	994		864
995	995		(A) A person who resides in this state and whose office is identical with the registered865
996	996		office;866
997	997		(B) A domestic business or nonprofit
998	998		corporation, business corporation, or domestic867
999	999		limited liability company formed under this chapter or under Chapter 2 of this title868
1000	1000		whose office is identical with the registered office; or869
1001	1001		(C) A foreign corporation, foreign business or nonprofit corporation, or foreign limited870
1002	1002		liability company authorized to transact business in this state whose office is identical871
1003	1003		with the registered office.872
1004	1004		14-3-502.873
1005	1005		(a) A domestic corporation or a foreign corporation may change its registered office or874
1006	1006		registered agent by delivering to the Secretary of State for filing an amendment to its875
1007	1007		annual registration that sets forth:876
1008	1008		(1) The name of the corporation;877
1009	1009		(2) The street address of its current registered office;878
1010	1010		(3) If the current registered office is to be changed, the street address of the new879
1011	1011		registered office;880
1012	1012		(4) The name of its current registered agent;881
1013	1013		(5) If the current registered agent is to be changed, the name of the new registered agent;882
1014	1014		and883
1015	1015		(6) That after the change or changes are made, the street addresses of its registered office884
1016	1016		and the office of its registered agent will be identical.885
1017	1017		(b) If the street address of a registered agent's office is changed, the registered agent may886
1018	1018		change the street address of the registered office of any corporation for which the registered887
1019	1019		agent is the registered agent by notifying the corporation in writing of the change and by888
1020	1020		signing (either manually or in facsimile) and delivering to the Secretary of State for filing889 23 LC 36 5426
1021	1021		S. B. 148
1022	1022		- 37 -
1023	1023		a statement that complies with the requirements of subsection (a) of this Code section and
1024	1024		890
1025	1025		recites that the corporation has been notified of the change.891
1026	1026		14-3-503.892
1027	1027		(a) A registered agent may resign his or her agency appointment by signing and delivering893
1028	1028		to the Secretary of State for filing a statement of resignation. The statement may include894
1029	1029		a statement that the registered office is also discontinued.895
1030	1030		(b) On or before the date of the filing of the statement of resignation, the registered agent896
1031	1031		shall deliver or mail a written notice of the agent's intention to resign to the chief executive897
1032	1032		officer, chief financial officer, or
1033	1033		secretary of the corporation or the foreign corporation,898
1034	1034		or a person holding a position comparable to any of the foregoing, as named and at the899
1035	1035		address shown in the annual registration, or in the articles of incorporation if no annual900
1036	1036		registration has been filed.901
1037	1037		(c) The agency appointment is terminated, and the registered office discontinued if so902
1038	1038		provided, on the earlier of the filing by the corporation or the foreign corporation of an903
1039	1039		amendment to its annual registration designating a new registered agent and registered904
1040	1040		office if also discontinued or the thirty-first day after the date on which the statement was905
1041	1041		filed.906
1042	1042		(d) When a statement of resignation takes effect, the person who resigned ceases to have907
1043	1043		responsibility under this chapter for any matter thereafter tendered to it as registered agent908
1044	1044		for the corporation or the foreign corporation. The resignation does not affect any909
1045	1045		contractual rights the corporation or the foreign corporation has against the registered agent910
1046	1046		or that the registered agent has against the corporation or the foreign corporation.911
1047	1047		(e) A registered agent may resign with respect to a corporation or a foreign corporation912
1048	1048		regardless of whether the corporation or the foreign corporation is entitled at the time to913
1049	1049		a certificate of existence or authority under Code Section 14-3-128.914 23 LC 36 5426
1050	1050		S. B. 148
1051	1051		- 38 -
1052	1052		14-3-504.
1053	1053		915
1054	1054		(a) A corporation's registered agent is the corporation's agent for service of process, notice,916
1055	1055		or demand required or permitted by law to be served on the corporation.917
1056	1056		(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence918
1057	1057		be served, the corporation may be served by registered or certified mail or statutory919
1058	1058		overnight delivery, return receipt requested, addressed to the secretary of the corporation920
1059	1059		at its principal office. Service is perfected under this subsection on the earliest of:921
1060	1060		(1) The date the corporation receives the mail;922
1061	1061		(2) The date shown on the return receipt, if signed on behalf of the corporation; or923
1062	1062		(3) Five days after its deposit in the United States mail, if mailed postage prepaid and924
1063	1063		correctly addressed.925
1064	1064		(c) This Code section does not prescribe the only means, or necessarily the required926
1065	1065		means, of serving a corporation.927
1066	1066		Part 2928
1067	1067		14-3-510.929
1068	1068		(a) Venue in proceedings against a corporation shall be determined in accordance with the930
1069	1069		pertinent constitutional and statutory provisions of this state in effect as of July 1, 1991, or931
1070	1070		thereafter.932
1071	1071		(b) Each domestic corporation and each foreign corporation authorized to transact business933
1072	1072		in this state shall be deemed to reside and to be subject to venue as follows:934
1073	1073		(1) In civil proceedings generally, in the county of this state where the corporation935
1074	1074		maintains its registered office, or if the corporation fails to maintain a registered office,936
1075	1075		it shall be deemed to reside in the county where its last named registered office or937
1076	1076		principal office, as shown by the records of the Secretary of State, was maintained;938 23 LC 36 5426
1077	1077		S. B. 148
1078	1078		- 39 -
1079	1079		(2) In actions based on contracts, in that county in this state where the contract to be
1080	1080		939
1081	1081		enforced was made or is to be performed, if the corporation has an office and transacts940
1082	1082		business in that county;941
1083	1083		(3) In actions for damages because of torts, wrong, or injury done, in the county where942
1084	1084		the cause of action originated, if the corporation has an office and transacts business in943
1085	1085		that county;944
1086	1086		(4) In actions for damages because of torts, wrong, or injury done, in the county where945
1087	1087		the cause of action originated. If venue is based solely on this paragraph, the defendant946
1088	1088		shall have the right to remove the action to the county in Georgia where the defendant947
1089	1089		maintains its principal place of business. A notice of removal shall be filed within 45948
1090	1090		days of service of the summons. Upon motion by the plaintiff filed within 45 days of the949
1091	1091		removal, the court to which the case is removed may remand the case to the original court950
1092	1092		if it finds that removal is improper under the provisions of this paragraph. Upon the951
1093	1093		defendant's filing of a notice of removal, the 45 day time period for filing such notice952
1094	1094		shall be tolled until the remand, the entry of an order by the court determining that the953
1095	1095		removal is valid, or the expiration of the time period for the plaintiff to file a motion954
1096	1096		challenging the removal, whichever occurs first; and955
1097	1097		(5) In garnishment proceedings, in the county of this state in which is located the956
1098	1098		corporate office or place of business where the employee who is the defendant in the957
1099	1099		main action is employed.958
1100	1100		(c) Any residences established by this Code section shall be in addition to, and not in959
1101	1101		limitation of, any other residence that any domestic corporation
1102	1102		or foreign corporation may960
1103	1103		have by reason of other laws.961
1104	1104		(d) Whenever this chapter either requires or permits a proceeding to be brought in the962
1105	1105		county where the registered office of the corporation is maintained, if the proceeding is963
1106	1106		against a corporation having a principal office as required under a prior general corporation964 23 LC 36 5426
1107	1107		S. B. 148
1108	1108		- 40 -
1109	1109		law, the action or proceeding may be brought in the county where the principal office is
1110	1110		965
1111	1111		located.966
1112	1112		ARTICLE 6967
1113	1113		Part 1968
1114	1114		14-3-601.969
1115	1115		(a) The articles or bylaws may establish criteria or procedures for admission of members.970
1116	1116		(b) No person shall be admitted as a member without his or her consent.971
1117	1117		(c) A person is not a member of a corporation for the purposes of this chapter unless the
1118	1118		972
1119	1119		person meets the definition of a member under Code Section 14-3-140, regardless of973
1120	1120		whether the corporation designates or refers to the person as a member.974
1121	1121		14-3-602.975
1122	1122		Except as provided in its articles or bylaws, a corporation may admit members for no976
1123	1123		consideration or for such consideration as is determined by the board.977
1124	1124		14-3-603.978
1125	1125		A corporation is not required to have members.979
1126	1126		Part 2980
1127	1127		14-3-610.981
1128	1128		Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting982
1129	1129		rights, other than to elect directors, except as specifically provided in the articles or bylaws.983
1130	1130		All members shall have the same rights and obligations with respect to any other matters,984
1131	1131		except as set forth in or authorized by the articles or bylaws. Except for the rights specified985 23 LC 36 5426
1132	1132		S. B. 148
1133	1133		- 41 -
1134	1134		in Code Sections 14-3-740 through 14-3-747, members of any corporation existing on
1135	1135		986
1136	1136		July 1, 1991, shall be limited to having the same voting and other rights as before such987
1137	1137		date, until changed by amendment of its articles of incorporation or bylaws.988
1138	1138		14-3-611.989
1139	1139		A member of a corporation is not, as such, personally liable for the acts, debts, liabilities,990
1140	1140		or obligations of the corporation.991
1141	1141		14-3-612.992
1142	1142		A member may become liable to the corporation for dues, assessments, or fees; provided,
1143	1143		993
1144	1144		however, that an article or bylaw provision or a resolution adopted by the board authorizing994
1145	1145		or imposing dues, assessments, or fees does not, of itself, create liability.995
1146	1146		(a) A membership corporation may levy dues, assessments, and fees on its members to the996
1147	1147		extent authorized in the articles of incorporation or bylaws.997
1148	1148		(b) The amount and method of collection of such dues, assessments, and fees may be fixed998
1149	1149		in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board999
1150	1150		of directors or members to fix the amount and method of collection.1000
1151	1151		(c) The articles of incorporation or bylaws may provide reasonable means, such as1001
1152	1152		termination and reinstatement of membership, to enforce the collection of dues,1002
1153	1153		assessments, and fees.1003
1154	1154		14-3-613.1004
1155	1155		(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member1005
1156	1156		to the corporation unless final judgment has been rendered in favor of the creditor against1006
1157	1157		the corporation and execution has been returned unsatisfied in whole or in part or unless1007
1158	1158		such action would be useless.1008 23 LC 36 5426
1159	1159		S. B. 148
1160	1160		- 42 -
1161	1161		(b) All creditors of the corporation, with or without reducing their claims to judgment, may
1162	1162		1009
1163	1163		intervene in any creditor's proceeding brought under subsection (a) of this Code section to1010
1164	1164		reach and apply unpaid amounts due the corporation. Any or all members who owe1011
1165	1165		amounts to the corporation may be joined in such proceeding.1012
1166	1166		Part 31013
1167	1167		14-3-620.1014
1168	1168		(a) Unless otherwise provided by law, a member may resign from membership at any time1015
1169	1169		by delivering notice in writing or by electronic transmission to the corporation. A1016
1170	1170		resignation is effective when the notice is delivered unless the notice specifies a later1017
1171	1171		effective date, although the articles or bylaws may require reasonable notice before the1018
1172	1172		resignation is effective.1019
1173	1173		(b) This Code section shall not relieve the resigning member from any obligation for1020
1174	1174		charges incurred, services or benefits actually rendered, dues, assessments, or fees, or1021
1175	1175		arising from contract, a condition to ownership of land, an obligation arising out of1022
1176	1176		ownership of land, or otherwise, and this Code section shall not diminish any right of the1023
1177	1177		corporation to enforce any such obligation or obtain damages for its breach.1024
1178	1178		14-3-621.1025
1179	1179		Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws1026
1180	1180		or, in the case of a corporation in existence before July 1, 1991, by resolution of the1027
1181	1181		directors or members adopted before that date:1028
1182	1182		(1) No member of a corporation may be expelled or suspended, and no membership or1029
1183	1183		memberships in such corporations may be terminated or suspended except pursuant to a1030
1184	1184		procedure that is fair and reasonable and is carried out in good faith;1031
1185	1185		(2) A procedure is fair and reasonable when either:1032 23 LC 36 5426
1186	1186		S. B. 148
1187	1187		- 43 -
1188	1188		(A) The articles or bylaws set forth a procedure that provides:
1189	1189		1033
1190	1190		(i) Not less than 15 days' prior written notice of the expulsion, suspension, or1034
1191	1191		termination and the reasons therefor; and1035
1192	1192		(ii) An opportunity for the member to be heard, orally or in writing, not less than five1036
1193	1193		days before the effective date of the expulsion, suspension, or termination by a person1037
1194	1194		or persons authorized to decide that the proposed expulsion, termination, or1038
1195	1195		suspension not take place; or1039
1196	1196		(B) It is fair and reasonable taking into consideration all of the relevant facts and1040
1197	1197		circumstances;1041
1198	1198		(3) Any written notice given by mail must be given by first-class or certified mail or1042
1199	1199		statutory overnight delivery, return receipt requested,
1200	1200		sent to the last address of the1043
1201	1201		member shown on the corporation's records;1044
1202	1202		(4) Any proceeding challenging an expulsion, suspension, or termination, including a1045
1203	1203		proceeding in which defective notice is alleged, must be commenced within one year1046
1204	1204		after the effective date of the expulsion, suspension, or termination; and1047
1205	1205		(5) A member who has been expelled or suspended may be liable to the corporation for1048
1206	1206		dues, assessments, or fees as a result of obligations incurred or commitments made prior1049
1207	1207		to or during expulsion or suspension.1050
1208	1208		Part 41051
1209	1209		14-3-630.1052
1210	1210		(a) A corporation may provide in its articles or bylaws for delegates having some or all of1053
1211	1211		the rights and authority of members. Any such provision must be set forth in such1054
1212	1212		corporation's articles or bylaws.1055
1213	1213		(b) If the corporation's articles or bylaws provide for delegates, the The articles or bylaws1056
1214	1214		may must set forth provisions relating to:1057 23 LC 36 5426
1215	1215		S. B. 148
1216	1216		- 44 -
1217	1217		(1) The characteristics, qualifications, rights, limitations, and obligations of delegates,
1218	1218		1058
1219	1219		including their selection and removal;1059
1220	1220		(2) Calling, noticing, holding, and conducting meetings of delegates; and1060
1221	1221		(3) Carrying on corporate activities during and between meetings of delegates.1061
1222	1222		ARTICLE 71062
1223	1223		Part 11063
1224	1224		14-3-701.1064
1225	1225		(a) A membership
1226	1226		corporation with members shall hold a meeting of members annually1065
1227	1227		at a time stated in or fixed in accordance with the bylaws.1066
1228	1228		(b) A membership corporation with members may hold regular meetings of members at1067
1229	1229		the times stated in or fixed in accordance with the bylaws.1068
1230	1230		(c)(1) Except as provided for in paragraph (2) of this subsection, annual and regular1069
1231	1231		meetings of members may be held in or out of this state at the place stated in or fixed in1070
1232	1232		accordance with the bylaws. If no place is stated in or fixed in accordance with the1071
1233	1233		bylaws, annual and regular meetings shall be held at the corporation's principal office or1072
1234	1234		other suitable place.1073
1235	1235		(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of1074
1236	1236		directors may determine that an annual and regular meeting of the members may be held1075
1237	1237		wholly or partially by means of remote communication which shall mean an opportunity1076
1238	1238		for members to read or hear the proceedings of the meeting substantially concurrently1077
1239	1239		with such proceedings as authorized and provided for in Code Section 14-3-709.1078
1240	1240		(d) At the annual meeting:1079
1241	1241		(1) The president chief executive officer and chief financial officer shall report on the1080
1242	1242		activities and financial condition of the corporation; and1081 23 LC 36 5426
1243	1243		S. B. 148
1244	1244		- 45 -
1245	1245		(2) The members shall consider and act upon such other matters as may be raised
1246	1246		1082
1247	1247		consistent with the notice requirements of Code Sections 14-3-704 and
1248	1248		14-3-705 and1083
1249	1249		14-3-706.1084
1250	1250		(e) At regular meetings the members shall consider and act upon such matters as may be1085
1251	1251		raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 and1086
1252	1252		14-3-706.1087
1253	1253		(f) The failure to hold an annual or regular meeting at a time stated in or fixed in1088
1254	1254		accordance with a corporation's bylaws does not affect the validity of any corporate action.1089
1255	1255		14-3-702.1090
1256	1256		(a) A membership corporation with members shall hold a special meeting of members:1091
1257	1257		(1) On call of its board or the person or persons authorized to do so by the articles or1092
1258	1258		bylaws; or1093
1259	1259		(2) Except as otherwise provided in the articles or bylaws, if If the holders of at least 51094
1260	1260		percent of the voting power of any the corporation, or such other amount as the articles1095
1261	1261		of incorporation or bylaws shall specify (but such articles or bylaws shall not require1096
1262	1262		more than 25 percent as a minimum of the voting power), sign, date, and deliver to any1097
1263	1263		corporate officer one or more demands in writing or by electronic transmission for the1098
1264	1264		meeting describing the purpose or purposes for which it is to be held.1099
1265	1265		(b) If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-7071100
1266	1266		14-3-706, the record date for determining members entitled to demand a special meeting1101
1267	1267		is the date the first member signs the demand.1102
1268	1268		(c) If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this1103
1269	1269		Code section is not given pursuant to Code Section 14-3-705 14-3-704 within 30 days after1104
1270	1270		the date the demand or demands in writing or by electronic transmission are delivered to1105
1271	1271		a corporate officer, regardless of the requirements of subsection (d) of this Code section,1106 23 LC 36 5426
1272	1272		S. B. 148
1273	1273		- 46 -
1274	1274		a person signing the demand or demands may set the time and place of the meeting and
1275	1275		1107
1276	1276		give notice pursuant to Code Section 14-3-705
1277	1277		14-3-704.1108
1278	1278		(d)(1) Except as provided for in paragraph (2) of this subsection, special Special1109
1279	1279		meetings of members may be held in or out of this state at the place stated in or fixed in1110
1280	1280		accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws,1111
1281	1281		special meetings shall be held at the corporation's principal office or other suitable place.1112
1282	1282		(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of1113
1283	1283		directors may determine that a special meeting of members be held wholly or partially1114
1284	1284		by means of remote communication as authorized by Code Section 14-3-709.1115
1285	1285		(e) Only those matters that are within the purpose or purposes described in the meeting1116
1286	1286		notice required by Code Section 14-3-705 14-3-704 may be conducted at a special meeting1117
1287	1287		of members.1118
1288	1288		(f) Unless otherwise provided in the articles, a demand by a member for a special meeting1119
1289	1289		may be revoked by a written or in writing or by electronic transmission to that effect by the1120
1290	1290		member if such revocation is received by the corporation prior to the call of the special1121
1291	1291		meeting.1122
1292	1292		(g) A bylaw provision governing the voting power required to call special meetings is not1123
1293	1293		a quorum or voting requirement.1124
1294	1294		(h) Unless the articles or bylaws provide otherwise, any special meeting may be held1125
1295	1295		wholly or partially by means of remote communication as authorized and provided for in1126
1296	1296		Code Section 14-3-709.1127
1297	1297		14-3-703.1128
1298	1298		(a) The superior court may summarily order a meeting to be held:1129
1299	1299		(1) On application of any member or other person entitled to participate in an annual1130
1300	1300		meeting, or, in the case of a charitable corporation described in paragraph (2) of1131
1301	1301		subsection (a) of Code Section 14-3-1302, the Attorney General, if an annual meeting1132 23 LC 36 5426
1302	1302		S. B. 148
1303	1303		- 47 -
1304	1304		was not held within the earlier of six months after the end of a fiscal year of the
1305	1305		1133
1306	1306		corporation or 15 months after its last annual meeting; or
1307	1307		1134
1308	1308		(2) On application of any member or other person entitled to participate in a regular1135
1309	1309		meeting, or, in the case of a charitable corporation described in paragraph (2) of1136
1310	1310		subsection (a) of Code Section 14-3-1302, the Attorney General, if a regular meeting is1137
1311	1311		not held within 40 30 days after the date it was required to be held; or1138
1312	1312		(3) On application of a member who signed a demand for a special meeting valid under1139
1313	1313		Code Section 14-3-702, a person or persons entitled to call a special meeting, or, in the1140
1314	1314		case of a charitable corporation described in paragraph (2) of subsection (a) of Code1141
1315	1315		Section 14-3-1302, the Attorney General, if:1142
1316	1316		(A) Notice of the special meeting was not given within 30 days after the date the1143
1317	1317		demand was delivered to a corporate officer; or1144
1318	1318		(B) The special meeting was not held in accordance with the notice.1145
1319	1319		(b) After notice to the corporation, the court may fix the time and place of the meeting,1146
1320	1320		specify a record date for determining members entitled to notice of and to vote at the1147
1321	1321		meeting, prescribe the form and content of the meeting notice, fix the quorum required for1148
1322	1322		specific matters to be considered at the meeting (or direct that the votes represented at the1149
1323	1323		meeting constitute a quorum for action on those matters), and enter other orders necessary1150
1324	1324		to accomplish the purpose or purposes of the meeting.1151
1325	1325		(c) If the court orders a meeting, it may also order the corporation to pay the member's or1152
1326	1326		other person's costs (including reasonable counsel attorney's fees) incurred to obtain the1153
1327	1327		order.1154
1328	1328		14-3-704.1155
1329	1329		(a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires1156
1330	1330		a greater number of affirmative votes, action required or permitted by this chapter to be1157
1331	1331		approved by the members may be approved without a meeting of members if the action is1158 23 LC 36 5426
1332	1332		S. B. 148
1333	1333		- 48 -
1334	1334		approved by members holding at least a majority of the voting power. The action must be1159
1335	1335		evidenced by one or more consents in writing or by electronic transmission describing the1160
1336	1336		action taken, signed by those members representing at least a majority of the voting power,1161
1337	1337		and delivered to the corporation for inclusion in the minutes or filing with the corporate1162
1338	1338		records.1163
1339	1339		(b) No consent in writing or by electronic transmission signed under this Code section1164
1340	1340		shall be valid unless:1165
1341	1341		(1) The consenting member has been furnished the same material that, under this chapter,1166
1342	1342		would have been required to be sent to members in a notice of a meeting at which the1167
1343	1343		proposed action would have been submitted to the members for action; or1168
1344	1344		(2) The written consent contains an express waiver of the right to receive the material1169
1345	1345		otherwise required to be furnished.1170
1346	1346		(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-707,1171
1347	1347		the record date for determining members entitled to take action without a meeting is the1172
1348	1348		date the first member signs the consent.1173
1349	1349		(d) A consent signed under this Code section has the effect of a meeting vote and may be1174
1350	1350		described as such in any document.1175
1351	1351		(e) Written notice of member approval pursuant to this Code section shall be given to all1176
1352	1352		members who have not signed the written consent. If written notice is required, member1177
1353	1353		approval pursuant to this Code section shall be effective ten days after such written notice1178
1354	1354		is given.1179
1355	1355		(f) An electronic transmission which is transmitted by a member that evidences a1180
1356	1356		member's consent or approval on a ballot, requests or demands an action to be taken by the1181
1357	1357		corporation, or provides notice to the corporation under this chapter shall be deemed to be1182
1358	1358		written, signed, and dated for the purposes of this chapter, provided that any such electronic1183
1359	1359		transmission sets forth or is delivered with information from which the corporation can1184
1360	1360		determine (1) that the electronic transmission was transmitted by the member and (2) the1185 23 LC 36 5426
1361	1361		S. B. 148
1362	1362		- 49 -
1363	1363		date on which such member transmitted such electronic transmission. The date on which1186
1364	1364		such electronic transmission is transmitted shall be deemed to be the date on which such1187
1365	1365		consent, request, demand, or notice was signed.1188
1366	1366		14-3-705. 14-3-704.1189
1367	1367		(a) A corporation shall give notice consistent with its bylaws of meetings of members in1190
1368	1368		a fair and reasonable manner.1191
1369	1369		(b) Any notice that conforms to the requirements of subsection (c) of this Code section is1192
1370	1370		fair and reasonable, but other means of giving notice may also be fair and reasonable when1193
1371	1371		all the circumstances are considered; provided, however, that notice of matters referred to1194
1372	1372		in paragraph (2) of subsection (c) of this Code section must be given as provided in1195
1373	1373		subsection (c) of this Code section.1196
1374	1374		(c) Notice is fair and reasonable if:1197
1375	1375		(1) The corporation notifies its members of the place, date, and time of each annual,1198
1376	1376		regular, and special meeting of members no fewer than ten days (or if notice is mailed by1199
1377	1377		other than first-class or registered mail or statutory overnight delivery, 30 days) nor more1200
1378	1378		than 60 days before the meeting date;1201
1379	1379		(2) Notice of an annual or regular meeting includes a description of any matter or matters1202
1380	1380		that must be approved by the members under Code Section 14-3-855, 14-3-856,1203
1381	1381		14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and1204
1382	1382		(3) Notice of a special meeting includes a description of the matter or matters for which1205
1383	1383		the meeting is called.1206
1384	1384		(d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of1207
1385	1385		members is adjourned to a different date, time, or place, notice need not be given of the1208
1386	1386		new date, time, or place, if the new date, time, or place is announced at the meeting before1209
1387	1387		adjournment. If a new record date for the adjourned meeting is or must be fixed under1210 23 LC 36 5426
1388	1388		S. B. 148
1389	1389		- 50 -
1390	1390		Code Section 14-3-707 14-3-706, however, notice of the adjourned meeting must be given1211
1391	1391		under this Code section to the members of record as of the new record date.1212
1392	1392		(e) When giving notice of an annual, regular, or special meeting of members, a corporation1213
1393	1393		shall give notice of a matter a member intends to raise at the meeting if:1214
1394	1394		(1) Requested in writing or by electronic transmission to do so by a person entitled to1215
1395	1395		call a special meeting; and1216
1396	1396		(2) The request is received by the secretary or president of the corporation chief1217
1397	1397		executive officer at least ten days before the corporation gives notice of the meeting.1218
1398	1398		14-3-706. 14-3-705.1219
1399	1399		(a) A member may waive any notice required by this chapter, the articles, or the bylaws1220
1400	1400		before or after the date and time stated in the notice. The waiver must be in writing or by1221
1401	1401		electronic transmission, be signed by the member entitled to the notice, and be delivered1222
1402	1402		to the corporation for inclusion in the minutes or filing with the corporate records.1223
1403	1403		(b) A member's attendance at a meeting:1224
1404	1404		(1) Waives objection to lack of notice or defective notice of the meeting, unless the1225
1405	1405		member at the beginning of the meeting objects to holding the meeting or transacting1226
1406	1406		business at the meeting; and1227
1407	1407		(2) Waives objection to consideration of a particular matter at the meeting that is not1228
1408	1408		within the purpose or purposes described in the meeting notice, unless the member1229
1409	1409		objects to considering the matter when it is presented.1230
1410	1410		14-3-707. 14-3-706.1231
1411	1411		(a) The bylaws may fix or provide the manner of fixing the record date to determine the1232
1412	1412		members entitled to notice of a members' meeting, to demand a special meeting to vote, or1233
1413	1413		to take any other action. If the bylaws do not fix or provide for fixing such a record date,1234
1414	1414		the board may fix a future date as such a record date.1235 23 LC 36 5426
1415	1415		S. B. 148
1416	1416		- 51 -
1417	1417		(b) A record date fixed under this Code section may not be more than 70 days before the
1418	1418		1236
1419	1419		meeting or action requiring a determination of members.1237
1420	1420		(c) A determination of members entitled to notice of or to vote at a membership meeting1238
1421	1421		is effective for any adjournment of the meeting unless the board fixes a new record date,1239
1422	1422		which it must do if the meeting is adjourned to a date more than 120 days after the date1240
1423	1423		fixed for the original meeting.1241
1424	1424		(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed1242
1425	1425		for the original meeting, it may provide that the original record date continues in effect or1243
1426	1426		it may fix a new record date.1244
1427	1427		14-3-708.
1428	1428		14-3-707.1245
1429	1429		(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at1246
1430	1430		any annual, regular, or special meeting of members may be taken without a meeting if the1247
1431	1431		corporation delivers a ballot in writing or by electronic transmission to every member1248
1432	1432		entitled to vote on the matter.1249
1433	1433		(b) A ballot in writing or by electronic transmission shall:1250
1434	1434		(1) Set forth each proposed action; and1251
1435	1435		(2) Provide an opportunity to vote for, or withhold a vote for, each candidate for election1252
1436	1436		as a director, if any; and1253
1437	1437		(2)(3) Provide an opportunity to vote for or against each other proposed action.1254
1438	1438		(c) Approval by ballot in writing or by electronic transmission pursuant to this Code1255
1439	1439		section shall be valid only when the number of votes cast by ballot equals or exceeds the1256
1440	1440		quorum required to be present at a meeting authorizing the action, and the number of1257
1441	1441		approvals equals or exceeds the number of votes that would be required to approve the1258
1442	1442		matter at a meeting at which the total number of votes cast was the same as the number of1259
1443	1443		votes cast by ballot.1260
1444	1444		(d) All solicitations for votes by ballot in writing or by electronic transmission shall:1261 23 LC 36 5426
1445	1445		S. B. 148
1446	1446		- 52 -
1447	1447		(1) Indicate the number of responses needed to meet the quorum requirements;
1448	1448		1262
1449	1449		(2) State the percentage of approvals necessary to approve each matter other than1263
1450	1450		election of directors; and1264
1451	1451		(3) Specify the time by which a ballot must be received by the corporation in order to be1265
1452	1452		counted.1266
1453	1453		(e) Except as otherwise provided in the articles or bylaws, a ballot in writing or by1267
1454	1454		electronic transmission may not be revoked.1268
1455	1455		14-3-708.
1456	1456		1269
1457	1457		(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by1270
1458	1458		this chapter to be approved by the members may be approved without a meeting of1271
1459	1459		members if the action is approved by members who would be entitled to vote at a meeting1272
1460	1460		and who have voting power to cast not less than the minimum number of votes that would1273
1461	1461		be necessary to authorize or take the action at a meeting at which all members entitled to1274
1462	1462		vote were present and voted. The action must be evidenced by one or more consents in1275
1463	1463		writing or by electronic transmission describing the action taken, signed by those members1276
1464	1464		representing the requisite number of votes, and delivered to the corporation for inclusion1277
1465	1465		in the minutes or filing with the corporate records.1278
1466	1466		(b) No consent in writing or by electronic transmission signed under this Code section1279
1467	1467		shall be valid unless:1280
1468	1468		(1) The consenting member has been furnished the same material that, under this chapter,1281
1469	1469		would have been required to be sent to members in a notice of a meeting at which the1282
1470	1470		proposed action would have been submitted to the members for action; or1283
1471	1471		(2) The written consent contains an express waiver of the right to receive the material1284
1472	1472		otherwise required to be furnished.1285 23 LC 36 5426
1473	1473		S. B. 148
1474	1474		- 53 -
1475	1475		(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706,1286
1476	1476		the record date for determining members entitled to take action without a meeting is the1287
1477	1477		date the first member signs the consent.1288
1478	1478		(d) A consent signed under this Code section has the effect of a meeting vote and may be1289
1479	1479		described as such in any document. Except as otherwise provided in the articles or bylaws,1290
1480	1480		whenever this chapter or the articles or bylaws require a signature of a member, the1291
1481	1481		signature may be a manual, facsimile, conformed, or electronic signature.1292
1482	1482		(e) Written notice of member approval pursuant to this Code section shall be given to all1293
1483	1483		members who have not signed the written consent. If such written notice is required,1294
1484	1484		member approval pursuant to this Code section shall be effective ten days after such1295
1485	1485		written notice is given.1296
1486	1486		(f) An electronic transmission which is transmitted by a member that evidences a1297
1487	1487		member's consent, whether such consent is on a ballot or other document; requests or1298
1488	1488		demands an action to be taken by the corporation; or provides notice to the corporation1299
1489	1489		under this chapter shall be deemed to be written, signed, and dated for the purposes of this1300
1490	1490		chapter, provided that any such electronic transmission sets forth or is delivered with1301
1491	1491		information from which the corporation can determine:1302
1492	1492		(1) That the electronic transmission was transmitted by the member; and1303
1493	1493		(2) The date on which such member transmitted such electronic transmission. The date1304
1494	1494		on which such electronic transmission is transmitted shall be deemed to be the date on1305
1495	1495		which such consent, request, demand, or notice was signed.1306
1496	1496		(g) With respect to notices and demands by a member to the corporation, this subsection1307
1497	1497		is in addition to, and not in lieu of, the restrictions and limitations applicable to notices set1308
1498	1498		forth in Code Section 14-3-141.1309 23 LC 36 5426
1499	1499		S. B. 148
1500	1500		- 54 -
1501	1501		14-3-709.
1502	1502		1310
1503	1503		When authorized by the board of directors, and subject to such guidelines and procedures1311
1504	1504		as such board of directors may adopt, members not physically present at a meeting of the1312
1505	1505		corporation may, by means of remote communication:1313
1506	1506		(1) Participate in a meeting of members; and1314
1507	1507		(2) Be deemed present in person and vote at a meeting of members, whether such1315
1508	1508		meeting is held at a designated place or held wholly by means of remote communication,1316
1509	1509		provided that:1317
1510	1510		(A) The corporation implements reasonable procedures to verify that each person1318
1511	1511		deemed present at the meeting by means of remote communication is a member or1319
1512	1512		holder of a proxy; and1320
1513	1513		(B) When any member or holder of a proxy votes at the meeting by means of remote1321
1514	1514		communication, a record of such vote or such other action shall be maintained by the1322
1515	1515		corporation.1323
1516	1516		Part 21324
1517	1517		14-3-720.1325
1518	1518		(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list1326
1519	1519		of the names of all its members who are entitled to notice of the meeting. The list must1327
1520	1520		show the address of and number of votes each member is entitled to vote at the meeting.1328
1521	1521		Nothing contained in this Code section shall require the corporation to include e-mail
1522	1522		email1329
1523	1523		addresses or other information for delivery of electronic transmissions on such list.1330
1524	1524		(b) The list of members must be available for inspection by any member for the purpose1331
1525	1525		of communication with other members concerning the meeting, beginning two business1332
1526	1526		days after notice is given of the meeting for which the list was prepared and continuing1333
1527	1527		through the meeting: (1) on a reasonably accessible electronic network, provided that the1334 23 LC 36 5426
1528	1528		S. B. 148
1529	1529		- 55 -
1530	1530		information required to gain access to such list is provided with the notice of the meeting
1531	1531		1335
1532	1532		or upon request or (2) during ordinary business hours at the corporation's principal office1336
1533	1533		or at a reasonable place identified in the meeting notice in the city where the meeting will1337
1534	1534		be held. In the event that the corporation makes the list available on an electronic network,1338
1535	1535		the corporation may take reasonable steps to ensure that such information is available only1339
1536	1536		to members of the corporation. A member, a member's agent, or a member's attorney is1340
1537	1537		entitled on written demand to inspect and, subject to the limitations of subsection (c) of1341
1538	1538		Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time1342
1539	1539		and at the member's expense, during the period it is available for inspection.1343
1540	1540		(c) If the meeting is to be held in person, the
1541	1541		The corporation shall make the list of1344
1542	1542		members available at the meeting, and any member, a member's agent, or member's1345
1543	1543		attorney is entitled to inspect the list at any time during the meeting or any adjournment.1346
1544	1544		If the meeting is to be held solely wholly or partially by means of remote communication,1347
1545	1545		then the list shall be open to the examination of any member, member's agent, or member's1348
1546	1546		attorney during the duration of the meeting on a reasonably accessible electronic network,1349
1547	1547		and the information required to access such list shall be provided with the notice of the1350
1548	1548		meeting. In the event that the corporation makes the list available on an electronic1351
1549	1549		network, the corporation may take reasonable steps to ensure that such information is1352
1550	1550		available only to members of the corporation or their agents or attorneys.1353
1551	1551		(d) If the corporation refuses to allow a member, a member's agent, or a member's attorney1354
1552	1552		to inspect or copy the list of members before or at the meeting (or copy the list as permitted1355
1553	1553		by subsection (b) of this Code section), the superior court, on application of the member,1356
1554	1554		may summarily order the inspection or copying at the corporation's expense; and may1357
1555	1555		postpone the meeting for which the list was prepared until the inspection or copying is1358
1556	1556		complete; order the corporation to pay the member's costs, including reasonable attorney's1359
1557	1557		fees, incurred to obtain the order; and order other appropriate relief.1360 23 LC 36 5426
1558	1558		S. B. 148
1559	1559		- 56 -
1560	1560		(e) Refusal or failure to prepare or make available the members' list does not affect the
1561	1561		1361
1562	1562		validity of action taken at the meeting.1362
1563	1563		14-3-721.1363
1564	1564		(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote1364
1565	1565		on each matter voted on by the members.1365
1566	1566		(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in1366
1567	1567		the names of two or more persons, their acts with respect to voting shall have the following1367
1568	1568		effect:1368
1569	1569		(1) If only one votes, such act binds all; and1369
1570	1570		(2) If more than one votes, the vote shall be divided on a pro rata basis.1370
1571	1571		14-3-722.1371
1572	1572		(a) Members entitled to vote may take action at a meeting on a matter only if a quorum of
1573	1573		1372
1574	1574		those members exists with respect to that matter. Unless this chapter, the articles, or the1373
1575	1575		bylaws provide for a higher or lower quorum, 10 percent a majority of the votes entitled1374
1576	1576		to be cast on a matter must be represented at a meeting of members to shall constitute a1375
1577	1577		quorum for action on that matter.1376
1578	1578		(b) A bylaw amendment to decrease the quorum for any member action may be approved1377
1579	1579		by the members or, unless prohibited by the bylaws, by the board. An amendment to the1378
1580	1580		articles or bylaws that changes or removes a greater quorum requirement shall meet such1379
1581	1581		existing quorum requirement and shall be adopted by the same vote required to take action1380
1582	1582		under the existing quorum requirement prescribed in the provision being amended.1381
1583	1583		(c) A bylaw amendment to increase the quorum required for any member action must be1382
1584	1584		approved by the members.1383 23 LC 36 5426
1585	1585		S. B. 148
1586	1586		- 57 -
1587	1587		(d)(c) Unless 20 percent one-third or more of the voting power is present in person or by1384
1588	1588		proxy, the only matters that may be voted upon at an annual or regular meeting of members1385
1589	1589		are those matters that are described in the meeting notice.1386
1590	1590		(d) Notwithstanding subsection (a) of this Code section, for a corporation in existence1387
1591	1591		prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a1388
1592	1592		matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.1389
1593	1593		14-3-723.1390
1594	1594		(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class,1391
1595	1595		if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the1392
1596	1596		members.1393
1597	1597		(b) A bylaw amendment to increase or decrease the vote required for any member action1394
1598	1598		must be approved by the members. The articles or bylaws may provide for a greater voting1395
1599	1599		requirement for members than is provided for by this chapter.1396
1600	1600		(c) An amendment to the articles or bylaws that changes or removes a greater voting1397
1601	1601		requirement shall be adopted by the same vote required to take action under the existing1398
1602	1602		voting requirement prescribed in the provision being amended.1399
1603	1603		14-3-724.1400
1604	1604		(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in1401
1605	1605		person or by proxy.1402
1606	1606		(b) A member or his or her agent or attorney in fact may appoint a proxy to vote or1403
1607	1607		otherwise act for the member by signing an appointment form either personally or by an1404
1608	1608		electronic transmission. An electronic transmission must contain or be accompanied by1405
1609	1609		information from which it can be determined that the member, the member's agent, or the1406
1610	1610		member's attorney in fact authorized the electronic transmission.1407 23 LC 36 5426
1611	1611		S. B. 148
1612	1612		- 58 -
1613	1613		(c) An appointment of a proxy is effective when a signed appointment form or electronic
1614	1614		1408
1615	1615		transmission of the appointment is received by the secretary or other officer or agent1409
1616	1616		authorized to tabulate votes. An appointment is valid for 11 months unless a different1410
1617	1617		period is expressly provided in the appointment form.1411
1618	1618		(d) An appointment of a proxy is revocable by the member.1412
1619	1619		(e) The death or incapacity of the member appointing a proxy does not affect the right of1413
1620	1620		the corporation to accept the proxy's authority unless notice of the death or incapacity is1414
1621	1621		received by the secretary or other officer or agent authorized to tabulate votes before the1415
1622	1622		proxy exercises authority under the appointment.1416
1623	1623		(f) Appointment of a proxy is revoked by the person appointing the proxy:1417
1624	1624		(1) Attending any meeting and voting in person; or1418
1625	1625		(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate1419
1626	1626		proxy votes either a writing stating that the appointment of the proxy is revoked or a1420
1627	1627		subsequent appointment form.1421
1628	1628		(g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority1422
1629	1629		appearing on the face of the appointment form or in the electronic transmission, a1423
1630	1630		corporation is entitled to accept the proxy's vote or other action as that of the member1424
1631	1631		making the appointment.1425
1632	1632		(h) Any copy, facsimile transmission, or other reliable reproduction of the writing or1426
1633	1633		electronic transmission created pursuant to subsection (b) of this Code section may be1427
1634	1634		substituted or used in lieu of the original writing or electronic transmission for any and all1428
1635	1635		purposes for which the original writing or electronic transmission could be used, provided1429
1636	1636		that such copy, facsimile transmission, or other reproduction shall be a complete1430
1637	1637		reproduction of the entire original writing or electronic transmission.1431
1638	1638		(i) A corporation may adopt bylaws authorizing additional means or procedures for1432
1639	1639		members to exercise rights granted by this Code section.1433 23 LC 36 5426
1640	1640		S. B. 148
1641	1641		- 59 -
1642	1642		14-3-725.
1643	1643		1434
1644	1644		(a) Unless otherwise provided in the articles or bylaws
1645	1645		, directors are elected by a majority1435
1646	1646		of the votes cast by the members entitled to vote in the election at a meeting at which a1436
1647	1647		quorum is present.1437
1648	1648		(b) If the articles or bylaws provide for cumulative voting by members, members may so1438
1649	1649		vote, by multiplying the number of votes the members are entitled to cast by the number1439
1650	1650		of directors for whom they are entitled to vote, and cast the product for a single candidate1440
1651	1651		or distribute the product among two or more candidates.1441
1652	1652		(c) Cumulative voting is not authorized at a particular meeting unless:1442
1653	1653		(1) The meeting notice or statement accompanying the notice states that cumulative1443
1654	1654		voting will take place; or1444
1655	1655		(2) A member gives notice during the meeting and before the vote is taken of the1445
1656	1656		member's intent to cumulate votes, and if one member gives this notice all other members1446
1657	1657		participating in the election are entitled to cumulate their votes without giving further1447
1658	1658		notice.1448
1659	1659		(d) A director elected by cumulative voting may be removed by the members without1449
1660	1660		cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against1450
1661	1661		removal or not consenting in writing to such removal would be sufficient to elect such1451
1662	1662		director if voted cumulatively at an election at which the same total number of votes were1452
1663	1663		cast (or, if such action is taken by written ballot, all memberships entitled to vote were1453
1664	1664		voted) and the entire number of directors authorized at the time of the director's most recent1454
1665	1665		election were then being elected.1455
1666	1666		(e) Members may not cumulatively vote if the directors and members are identical.1456
1667	1667		14-3-726.1457
1668	1668		A corporation may provide in its articles or bylaws for election of directors by members1458
1669	1669		or delegates:1459 23 LC 36 5426
1670	1670		S. B. 148
1671	1671		- 60 -
1672	1672		(1) On the basis of By chapter or other organizational unit;1460
1673	1673		(2) By region or other geographic unit;1461
1674	1674		(3) By preferential voting; or1462
1675	1675		(4) By class; or1463
1676	1676		(5) By any other reasonable method.1464
1677	1677		14-3-727.1465
1678	1678		(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the1466
1679	1679		name of a member, the corporation if acting in good faith is entitled to accept the vote,1467
1680	1680		consent, waiver, or proxy appointment and give it effect as the act of the member.1468
1681	1681		(b) If the name signed on a vote, consent, waiver, or proxy appointment does not1469
1682	1682		correspond to the record name of a member, the corporation if acting in good faith is1470
1683	1683		nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it1471
1684	1684		effect as the act of the member if:1472
1685	1685		(1) The member is an entity and the name signed purports to be that of an officer or1473
1686	1686		agent of the entity;1474
1687	1687		(2) The name signed purports to be that of an attorney in fact of the member and, if the1475
1688	1688		corporation requests, evidence acceptable to the corporation of the signatory's authority1476
1689	1689		to sign for the member has been presented with respect to the vote, consent, waiver, or1477
1690	1690		proxy appointment;1478
1691	1691		(3) Two or more persons hold the membership as cotenants or fiduciaries and the name1479
1692	1692		signed purports to be the name of at least one of the coholders and the person signing1480
1693	1693		appears to be acting on behalf of all the coholders;1481
1694	1694		(4) The name signed purports to be that of an administrator, executor, guardian, or1482
1695	1695		conservator representing the member and, if the corporation requests, evidence of1483
1696	1696		fiduciary status acceptable to the corporation has been presented with respect to the vote,1484
1697	1697		consent, waiver, or proxy appointment; or1485 23 LC 36 5426
1698	1698		S. B. 148
1699	1699		- 61 -
1700	1700		(5) The name signed purports to be that of a receiver or trustee in bankruptcy of the
1701	1701		1486
1702	1702		member, and, if the corporation requests, evidence of this status acceptable to the1487
1703	1703		corporation has been presented with respect to the vote, consent, waiver, or proxy1488
1704	1704		appointment.1489
1705	1705		(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if1490
1706	1706		the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has1491
1707	1707		reasonable basis for doubt about the validity of the signature on it or about the signatory's1492
1708	1708		authority to sign for the member or about the faithfulness or completeness of the1493
1709	1709		reproduction when the original has not been examined.1494
1710	1710		(d) The corporation and its officer or agent who accept or reject a vote, consent, waiver,1495
1711	1711		or proxy appointment in good faith and in accordance with the standards of this Code1496
1712	1712		section or subsection (b) of Code Section 14-3-724 are not liable in damages to the member1497
1713	1713		for the consequences of the acceptance or rejection.1498
1714	1714		(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or1499
1715	1715		proxy appointment under this Code section or subsection (b) of Code Section 14-3-724 is1500
1716	1716		valid unless a court of competent jurisdiction determines otherwise.1501
1717	1717		Part 31502
1718	1718		14-3-730.1503
1719	1719		(a) Two or more members may provide for the manner in which they will vote by signing1504
1720	1720		an agreement for that purpose. Such agreements may be valid for a period of up to 20
1721	1721		1505
1722	1722		years. For charitable corporations described in paragraph (2) of subsection (a) of Code1506
1723	1723		Section 14-3-1302, such agreements must have a reasonable purpose not inconsistent with1507
1724	1724		the corporation's public or charitable purposes.1508
1725	1725		(b) A voting agreement created under this Code section is specifically enforceable.1509 23 LC 36 5426
1726	1726		S. B. 148
1727	1727		- 62 -
1728	1728		(c) The duration of any agreement created under this Code section shall not exceed 201510
1729	1729		years. Failure to state a period of duration or stating a period of duration in excess of 201511
1730	1730		years shall not invalidate the agreement, but in either case the period of duration shall be1512
1731	1731		20 years. Any such agreement may be renewed for a period not in excess of 20 years from1513
1732	1732		the date of renewal by agreement of all the members bound thereby at the date of renewal.1514
1733	1733		Part 41515
1734	1734		ARTICLE 7A1516
1735	1735		14-3-740.1517
1736	1736		As used in this part article, the term:1518
1737	1737		(1) 'Derivative 'derivative proceeding' means a civil suit in the right of a domestic1519
1738	1738		corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign1520
1739	1739		corporation.1521
1740	1740		(2) 'Member' includes those who are members under Code Section 14-3-140, as well as1522
1741	1741		any person who is entitled to some portion of the corporation's property upon dissolution,1523
1742	1742		and any person or class of persons specifically designated in the corporation's bylaws or1524
1743	1743		articles of incorporation as having standing to bring a derivative proceeding.1525
1744	1744		14-3-741.1526
1745	1745		(a) A derivative proceeding may be brought either by:1527
1746	1746		(1) Any any director; or1528
1747	1747		(2) Any by any member or members having 5 percent or more of the voting power; or1529
1748	1748		(3) Fifty or more by 50 members, whichever is less regardless of voting power.1530
1749	1749		(b) A member A director or members may not commence or maintain a derivative1531
1750	1750		proceeding unless the director or members member:1532 23 LC 36 5426
1751	1751		S. B. 148
1752	1752		- 63 -
1753	1753		(1) Was a director or were members a member of the corporation at the time of the act1533
1754	1754		or omission complained of (or became a member through transfer by operation of law1534
1755	1755		from one who was a member at that time); or is a director or are members at the time the1535
1756	1756		proceeding is commenced; and1536
1757	1757		(2) Fairly and adequately represents the interests of the corporation in enforcing the right1537
1758	1758		of the corporation.1538
1759	1759		14-3-742.1539
1760	1760		(a) No derivative proceeding may be commenced until:1540
1761	1761		(1) A written demand has been made upon the corporation to take suitable action; and1541
1762	1762		(2) Ninety days have expired from the date the demand was made unless the complainant1542
1763	1763		has earlier been notified that the demand has been rejected by the corporation or unless1543
1764	1764		irreparable injury to the corporation would result by waiting for the expiration of the 901544
1765	1765		day period.1545
1766	1766		(b) In the case of charitable corporations described in subsection (a) of Code Section1546
1767	1767		14-3-1302, the complainant shall deliver a copy of the demand to the Attorney General1547
1768	1768		within ten days of making the demand on the corporation.1548
1769	1769		14-3-743.1549
1770	1770		If the corporation commences an inquiry into the allegations made in the demand or1550
1771	1771		complaint, the court may stay any derivative proceeding for such period as the court deems1551
1772	1772		appropriate.1552
1773	1773		14-3-744.1553
1774	1774		(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the1554
1775	1775		court finds that one of the groups specified in subsection (b) of this Code section has made1555
1776	1776		a determination in good faith after conducting a reasonable investigation upon which its1556 23 LC 36 5426
1777	1777		S. B. 148
1778	1778		- 64 -
1779	1779		conclusions are based that the maintenance of the derivative suit is not in the best interests
1780	1780		1557
1781	1781		of the corporation. The corporation shall have the burden of proving the independence and1558
1782	1782		good faith of the group making the determination and the reasonableness of the1559
1783	1783		investigation.1560
1784	1784		(b) The determination in subsection (a) of this Code section shall be made by:1561
1785	1785		(1) A majority vote of independent directors present at a meeting of the board of1562
1786	1786		directors if the independent directors constitute a quorum;1563
1787	1787		(2) A majority vote of a committee consisting of two or more independent directors1564
1788	1788		appointed by a majority vote of independent directors present at a meeting of the board1565
1789	1789		of directors, whether or not such independent directors constitute a quorum; or1566
1790	1790		(3) A panel of one or more independent persons appointed by the court upon motion by1567
1791	1791		the corporation.1568
1792	1792		(c) None of the following shall by itself cause a director to be considered not independent1569
1793	1793		for purposes of subsection (b) of this Code section:1570
1794	1794		(1) The nomination or election of the director by directors who are not independent;1571
1795	1795		(2) The naming of the director as a defendant in the derivative proceeding; or1572
1796	1796		(3) The fact that the director approved the action being challenged in the derivative1573
1797	1797		proceeding so long as the director did not receive a personal benefit as a result of the1574
1798	1798		action.1575
1799	1799		14-3-745.1576
1800	1800		A derivative proceeding may not be discontinued or settled without the court's approval.1577
1801	1801		If the court determines that a proposed discontinuance or settlement will substantially1578
1802	1802		affect the interests of the corporation's members or a class of members, the court shall1579
1803	1803		direct that notice be given to the members affected.1580 23 LC 36 5426
1804	1804		S. B. 148
1805	1805		- 65 -
1806	1806		14-3-746.
1807	1807		1581
1808	1808		On termination of the derivative proceeding the court may:1582
1809	1809		(1) Order the corporation to pay the plaintiff's reasonable expenses (including attorneys'
1810	1810		1583
1811	1811		attorney's fees) incurred in the proceeding if it finds that the proceeding has resulted in1584
1812	1812		a substantial benefit to the corporation; or1585
1813	1813		(2) Order the plaintiff to pay any defendant's reasonable expenses (including attorneys'1586
1814	1814		attorney's fees) incurred in defending the proceeding if it finds that the proceeding was1587
1815	1815		commenced or maintained without reasonable cause or for an improper purpose.1588
1816	1816		14-3-747.1589
1817	1817		In any derivative proceeding in the right of a foreign corporation, the matters covered by1590
1818	1818		this part article shall be governed by the laws of the jurisdiction of incorporation of the1591
1819	1819		foreign corporation except for Code Sections 14-3-743 and 14-3-745 and paragraph (2) of1592
1820	1820		Code Section 14-3-746.1593
1821	1821		ARTICLE 81594
1822	1822		Part 11595
1823	1823		14-3-801.1596
1824	1824		(a) Each corporation must have a board of directors.1597
1825	1825		(b) Except as provided in this chapter or subsection (c) of this Code section, all corporate1598
1826	1826		powers shall be exercised by or under the authority of, and the business and affairs of the1599
1827	1827		corporation managed under the direction of, its board.1600
1828	1828		(c) No limitation upon the authority of the directors, whether contained in the articles of1601
1829	1829		incorporation or bylaws, shall be effective against persons, other than members and1602
1830	1830		directors, who are without actual knowledge of the limitation.1603 23 LC 36 5426
1831	1831		S. B. 148
1832	1832		- 66 -
1833	1833		(d) The articles may authorize a person or persons to exercise some or all of the powers
1834	1834		1604
1835	1835		which would otherwise be exercised by a board. To the extent so authorized any such1605
1836	1836		person or persons shall have the duties and responsibilities of the directors, and the1606
1837	1837		directors shall be relieved to that extent from such duties and responsibilities.1607
1838	1838		14-3-802.1608
1839	1839		Directors shall be natural persons who are 18 years of age or older but need not be residents1609
1840	1840		of this state nor members of the corporation unless the articles so require. The articles or1610
1841	1841		bylaws may prescribe other qualifications for directors.1611
1842	1842		14-3-803.1612
1843	1843		(a) A board of directors must consist of one or more natural persons, with the number1613
1844	1844		specified in or fixed in accordance with the articles or bylaws. A corporation without
1845	1845		1614
1846	1846		members that is not in existence prior to July 1, 2023, must have a board of directors1615
1847	1847		consisting of three or more natural persons, with the number specified in or fixed in1616
1848	1848		accordance with the articles or bylaws.1617
1849	1849		(b) The articles or bylaws may authorize the members of or the board of directors to fix1618
1850	1850		or change the number of directors or may establish a variable range for the size of the board1619
1851	1851		of directors by fixing a minimum and maximum number of directors. If the variable range1620
1852	1852		is established, the number of directors may be fixed or changed from time to time, within1621
1853	1853		the minimum and maximum, by the members, or if the articles or bylaws so provide, by1622
1854	1854		the board of directors.1623
1855	1855		14-3-804.1624
1856	1856		(a) If the corporation has members is a membership corporation, all the directors (except1625
1857	1857		the initial directors) shall be elected at the first annual meeting of members, and at each1626
1858	1858		annual meeting thereafter, unless the articles or bylaws provide some other time or method1627 23 LC 36 5426
1859	1859		S. B. 148
1860	1860		- 67 -
1861	1861		of election, or provide that some or all of the directors are appointed by some other person
1862	1862		1628
1863	1863		or designated in some other manner
1864	1864		.1629
1865	1865		(b) If the articles of incorporation or bylaws authorize dividing the members into classes,1630
1866	1866		the articles or bylaws may also authorize the election of all or a specified number of1631
1867	1867		directors by one or more authorized classes of members. Unless otherwise provided in the1632
1868	1868		articles or bylaws, a class or multiple classes of members entitled to elect one or more1633
1869	1869		directors is a separate voting group for purposes of the election of directors.1634
1870	1870		(c) If the corporation does not have members, all the directors (except the initial directors)1635
1871	1871		shall be elected, appointed, or designated as provided in the articles or bylaws. If no1636
1872	1872		method of designation or appointment is set forth in the articles or bylaws, the directors1637
1873	1873		(other than the initial directors) shall be elected by the board.1638
1874	1874		14-3-805.1639
1875	1875		(a) The terms of the initial directors of a corporation expire at the first meeting of members1640
1876	1876		or directors for the election of directors or for such other period as may be specified in the1641
1877	1877		articles of incorporation or bylaws. The articles or bylaws may specify the terms of1642
1878	1878		directors. In the absence of any term specified in the articles or bylaws, the term of each1643
1879	1879		director other than initial directors shall be one year. Directors may be elected for1644
1880	1880		successive terms.1645
1881	1881		(b) A decrease in the number of directors or term of office does not shorten an incumbent1646
1882	1882		director's term.1647
1883	1883		(c) A director elected to fill a vacancy shall be elected for the unexpired term of the1648
1884	1884		director's predecessor in office.1649
1885	1885		(d) Despite the expiration of a director's term, the director continues to serve until the1650
1886	1886		director's successor is elected, designated, or appointed and qualifies, or until there is a1651
1887	1887		decrease in the number of directors.1652 23 LC 36 5426
1888	1888		S. B. 148
1889	1889		- 68 -
1890	1890		14-3-806.
1891	1891		1653
1892	1892		The articles or bylaws may provide for staggering the terms of directors by dividing the1654
1893	1893		total number of directors into groups. The terms of office of the several groups need not1655
1894	1894		be uniform.1656
1895	1895		14-3-807.1657
1896	1896		(a) A director may resign at any time by delivering notice in writing or by electronic1658
1897	1897		transmission to the presiding officer of the
1898	1898		board of directors, its presiding officer, or to the1659
1899	1899		president or secretary, or the chief executive officer or in such other manner as the articles1660
1900	1900		or bylaws may provide.1661
1901	1901		(b) A resignation is effective when the notice is delivered unless the notice specifies a later1662
1902	1902		effective date or an effective date determined by the happening of an event.1663
1903	1903		(c) A resignation that is conditioned upon the happening of an event may provide that such1664
1904	1904		resignation is irrevocable.1665
1905	1905		14-3-808.1666
1906	1906		Unless the corporation's articles or bylaws provide otherwise with regard to elected1667
1907	1907		directors:1668
1908	1908		(1) The members may remove, with or without cause, one or more directors elected by1669
1909	1909		them;1670
1910	1910		(2) If a director is elected by a class, chapter, or other organizational unit or by region1671
1911	1911		or other geographic grouping, the director may be removed only by the members of that1672
1912	1912		class, chapter, unit, or grouping;1673
1913	1913		(3) Except as provided in paragraph (9) of this Code section, a director may be removed1674
1914	1914		under paragraph (1) or (2) of this Code section only if the number of votes cast to remove1675
1915	1915		the director would be sufficient to elect the director at a meeting to elect directors;1676 23 LC 36 5426
1916	1916		S. B. 148
1917	1917		- 69 -
1918	1918		(4) If cumulative voting is authorized, a director may not be removed if the number of
1919	1919		1677
1920	1920		votes, or if the director was elected by a class, chapter, unit, or grouping of members, the1678
1921	1921		director may not be removed if the number of votes of that class, chapter, unit, or1679
1922	1922		grouping, sufficient to elect the director under cumulative voting is voted against the1680
1923	1923		director's removal;1681
1924	1924		(5) A director elected by members may be removed by the members only at a meeting1682
1925	1925		called for the purpose of removing the director and the meeting notice must state that the1683
1926	1926		purpose, or one of the purposes, of the meeting is removal of the director;1684
1927	1927		(6) In computing whether a director is protected from removal under paragraphs (2)1685
1928	1928		through (4) of this Code section, it should be assumed that the votes against removal are1686
1929	1929		cast in an election for the number of directors of the class to which the director to be1687
1930	1930		removed belonged on the date of that director's election;1688
1931	1931		(7) An entire board of directors may be removed under paragraphs (1) through (5) of this1689
1932	1932		Code section;1690
1933	1933		(8) A director elected by the board may be removed with or without cause by the vote1691
1934	1934		of two-thirds of the directors then in office; provided, however, that a director elected by1692
1935	1935		the board to fill the vacancy of a director elected by the members may be removed1693
1936	1936		without cause by the members, but not the board; and1694
1937	1937		(9) If, at the beginning of a director's term on the board, the articles or bylaws provide1695
1938	1938		that the director may be removed for missing a specified number of board meetings, the1696
1939	1939		board may remove the director for failing to attend the specified number of meetings.1697
1940	1940		The director may be removed only if a majority of the directors then in office vote for the1698
1941	1941		removal.1699
1942	1942		14-3-809.1700
1943	1943		(a) A designated director may be removed by an amendment to the articles or bylaws1701
1944	1944		deleting or changing the designation.1702 23 LC 36 5426
1945	1945		S. B. 148
1946	1946		- 70 -
1947	1947		(b) Except as otherwise provided in the articles or bylaws with regard to appointed1703
1948	1948		directors:1704
1949	1949		(1) An appointed director may be removed without cause by the person appointing the1705
1950	1950		director;1706
1951	1951		(2) The person removing the director shall do so by giving written notice of the removal1707
1952	1952		to the director and either to the presiding officer of the board, or the corporation's1708
1953	1953		president chief executive officer, or the corporation's secretary; and1709
1954	1954		(3) A removal is effective when the notice is effective unless the notice specifies a future1710
1955	1955		effective date.1711
1956	1956		14-3-810.1712
1957	1957		(a) The superior court may remove any director of the corporation from office in a1713
1958	1958		proceeding commenced either by the corporation, its members holding at least 10 percent1714
1959	1959		of the voting power of any class, or, in the case of a charitable corporation described in1715
1960	1960		paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the1716
1961	1961		court finds that:1717
1962	1962		(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority1718
1963	1963		or discretion, with respect to the corporation, or a final judgment has been entered finding1719
1964	1964		that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or1720
1965	1965		the director has been subjected to sanction for participation in a 'director's conflicting1721
1966	1966		interest transaction' as defined in paragraph (2) of Code Section 14-3-860; and1722
1967	1967		(2) Removal is in the best interest of the corporation.1723
1968	1968		(b) The court that removes a director may bar the director from serving on the board for1724
1969	1969		a period prescribed by the court.1725
1970	1970		(c) If members or the Attorney General commence a proceeding under subsection (a) of1726
1971	1971		this Code section, the corporation shall be made a party defendant.1727 23 LC 36 5426
1972	1972		S. B. 148
1973	1973		- 71 -
1974	1974		14-3-811.
1975	1975		1728
1976	1976		(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections1729
1977	1977		(b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a1730
1978	1978		vacancy resulting from an increase in the number of directors:1731
1979	1979		(1) The members, if any, may fill the vacancy; if the vacant office was held by a director1732
1980	1980		elected by a class, chapter, or other organizational unit or by region or other geographic1733
1981	1981		grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill1734
1982	1982		the vacancy if it is filled by the members;1735
1983	1983		(2) The board of directors may fill the vacancy; or1736
1984	1984		(3) If the directors remaining in office constitute fewer than a quorum of the board, they1737
1985	1985		may fill the vacancy by the affirmative vote of a majority of all the directors remaining1738
1986	1986		in office.1739
1987	1987		(b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an1740
1988	1988		appointed director, only the person who appointed the director may fill the vacancy.1741
1989	1989		(c) If a vacant office was held by a designated director, the vacancy shall be filled as1742
1990	1990		provided in the articles or bylaws. In the absence of an applicable article or bylaw1743
1991	1991		provision, the vacancy may not be filled by the board.1744
1992	1992		(d) A vacancy that will occur at a specific later date (by reason of a resignation effective1745
1993	1993		at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled1746
1994	1994		before the vacancy occurs but the new director may not take office until the vacancy1747
1995	1995		occurs.1748
1996	1996		(e) If there are no directors of a corporation without members, the Attorney General or any
1997	1997		1749
1998	1998		interested person may petition the superior court to appoint at least three directors or the1750
1999	1999		minimum number required by the articles or bylaws. If the interested person is not the1751
2000	2000		Attorney General, such interested person shall provide notice of the petition to the Attorney1752
2001	2001		General.1753 23 LC 36 5426
2002	2002		S. B. 148
2003	2003		- 72 -
2004	2004		14-3-812.
2005	2005		1754
2006	2006		Unless the articles or bylaws provide otherwise, a
2007	2007		the board of directors may fix the1755
2008	2008		compensation of directors.1756
2009	2009		14-3-813.1757
2010	2010		(a) If the directors of a corporation are deadlocked in the management of the corporate1758
2011	2011		affairs and the members are unable to break the deadlock and if injury to the corporation1759
2012	2012		is being suffered or is threatened by reason thereof, the superior court may, notwithstanding1760
2013	2013		any provisions of the articles of incorporation or bylaws of the corporation to the contrary1761
2014	2014		and whether or not an action is pending for an involuntary dissolution of the corporation,1762
2015	2015		appoint a provisional director pursuant to this Code section.1763
2016	2016		(b) Action for such appointment may be filed by one-half of the directors or by members1764
2017	2017		holding not less than one-third of all the votes entitled to be cast in an election of directors.1765
2018	2018		Notice of such action shall be served upon the directors, other than those who have filed1766
2019	2019		the action, and upon the corporation in the manner provided by law for service of a1767
2020	2020		summons and complaint, and a hearing shall be held not less than ten days after such1768
2021	2021		service is effected. At such hearing all interested persons shall be given an opportunity to1769
2022	2022		be heard.1770
2023	2023		(c) The provisional director shall be an impartial person who is neither a member nor a1771
2024	2024		creditor of the corporation nor related by consanguinity or affinity within the third degree,1772
2025	2025		as computed according to the civil law, to any of the other directors of the corporation or1773
2026	2026		to any judge of the court by which he or she is appointed. The provisional director shall1774
2027	2027		have all the rights and powers of a director and shall be entitled to notice of the meetings1775
2028	2028		of the board of directors and to vote at such meetings until he or she is removed by order1776
2029	2029		of the court or by vote or written consent of a majority of the directors or of members1777
2030	2030		holding a majority of the votes entitled to be cast in an election of directors. He or she1778
2031	2031		shall be entitled to receive such compensation as may be agreed upon between him or her1779 23 LC 36 5426
2032	2032		S. B. 148
2033	2033		- 73 -
2034	2034		and the corporation;, and, in the absence of such agreement, he or she shall be entitled to1780
2035	2035		such compensation as shall be fixed by the court.1781
2036	2036		Part 21782
2037	2037		14-3-820.1783
2038	2038		(a) A board of directors may hold regular or special meetings in or out of this state. If the1784
2039	2039		time and place of a directors' meeting is fixed by the bylaws or the board, the meeting shall1785
2040	2040		be a regular meeting. All other directors' meetings shall be special meetings.1786
2041	2041		(b) Unless the articles of incorporation or bylaws provide otherwise, the chair of the board1787
2042	2042		or the chief executive officer, or at least 20 percent of the directors then in office, may call1788
2043	2043		and deliver notice of a special meeting of the board of directors.1789
2044	2044		(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors1790
2045	2045		to participate in a regular or special meeting by, or conduct the meeting through the use of,1791
2046	2046		any means of communication by which all directors participating may simultaneously hear1792
2047	2047		each other during the meeting. A director participating in a meeting by this means is1793
2048	2048		deemed to be present in person at the meeting.1794
2049	2049		14-3-821.1795
2050	2050		(a) Unless the articles or bylaws provide otherwise, action required or permitted by this1796
2051	2051		chapter to be taken at a board of directors' meeting may be taken without a meeting if the1797
2052	2052		action is taken in accordance with subsection (b) (c) of this Code section.1798
2053	2053		(b) A director's consent may be withdrawn by a revocation signed by the director and1799
2054	2054		delivered to the corporation prior to delivery to the corporation of unrevoked written1800
2055	2055		consents signed by all the directors required for an action to be taken.1801
2056	2056		(c) Action taken without a meeting shall be taken by all members of the board, unless the1802
2057	2057		articles or bylaws specifically permit such action to be taken by less than all, but not less1803 23 LC 36 5426
2058	2058		S. B. 148
2059	2059		- 74 -
2060	2060		than a majority of the board. The action must be evidenced by one or more consents in
2061	2061		1804
2062	2062		writing or by electronic transmission describing the action taken, signed by no fewer than1805
2063	2063		the required number of directors, and delivered to the corporation for inclusion in the1806
2064	2064		minutes for filing with the corporate records reflecting the action taken. Such filing shall1807
2065	2065		be in paper form if the minutes are maintained in paper form and shall be in electronic form1808
2066	2066		if the minutes are maintained in electronic form.1809
2067	2067		(c)
2068	2068		(d) Action taken under this Code section is effective when the last director signs the1810
2069	2069		required signed consent is delivered to the corporation, unless the consent specifies a1811
2070	2070		different effective date.1812
2071	2071		(d)(e) A consent signed and delivered by a director under this Code section has the effect1813
2072	2072		of a meeting vote and may be described as such in any document.1814
2073	2073		(f) Except as otherwise provided in the articles or bylaws, whenever this chapter, the1815
2074	2074		articles, or the bylaws require the signature of a director, the signature may be manual,1816
2075	2075		facsimile, conformed, or electronic.1817
2076	2076		14-3-822.1818
2077	2077		(a) Unless the articles or bylaws provide otherwise, regular meetings of the board may be1819
2078	2078		held without notice of the date, time, place, and or purpose of the meeting.1820
2079	2079		(b) Unless the articles or bylaws provide otherwise, special meetings of the board must be1821
2080	2080		preceded by at least two days' notice to each director of the date, time, and place, but not1822
2081	2081		the purpose, of the meeting.1823
2082	2082		(c) Unless the articles or bylaws provide otherwise, notice shall be provided for any1824
2083	2083		meeting where an amendment to the articles or bylaws or the removal of a director shall1825
2084	2084		be considered. Such notice shall include the date, time, place, and purpose, including the1826
2085	2085		proposed amendment, of the meeting.1827
2086	2086		(d) The articles of incorporation or bylaws may authorize oral notice of meetings of the1828
2087	2087		board of directors.1829 23 LC 36 5426
2088	2088		S. B. 148
2089	2089		- 75 -
2090	2090		14-3-823.
2091	2091		1830
2092	2092		(a) A director may waive any notice required by this chapter, the articles of incorporation,1831
2093	2093		or the
2094	2094		bylaws before or after the date and time stated in the notice. Except as provided by1832
2095	2095		subsection (b) of this Code section, the waiver must be in writing or by electronic1833
2096	2096		transmission, signed by the director entitled to the notice, and delivered to the corporation1834
2097	2097		for inclusion in the minutes or filing with the corporate records.1835
2098	2098		(b) A director's attendance at or participation in a meeting waives any required notice to1836
2099	2099		him or her of the meeting unless the director at the beginning of the meeting (or promptly1837
2100	2100		upon his or her arrival) objects to holding the meeting or transacting business at the1838
2101	2101		meeting and does not thereafter vote for or assent to action taken at the meeting.1839
2102	2102		14-3-824.1840
2103	2103		(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of1841
2104	2104		a board of directors consists of:1842
2105	2105		(1) A majority of the fixed number of directors if the corporation has a fixed board size;1843
2106	2106		or1844
2107	2107		(2) A majority of the number of directors prescribed or, if no number is prescribed, the1845
2108	2108		number in office immediately before the meeting begins, if the corporation has a1846
2109	2109		variable-range size board.1847
2110	2110		(b) The articles or bylaws may authorize a quorum of a board of directors to consist of no1848
2111	2111		fewer than one-third of the fixed or prescribed number of directors determined under1849
2112	2112		subsection (a) of this Code section.1850
2113	2113		(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of1851
2114	2114		directors present is the act of the board of directors unless this chapter, the articles, or the1852
2115	2115		bylaws require the vote of a greater number of directors.1853 23 LC 36 5426
2116	2116		S. B. 148
2117	2117		- 76 -
2118	2118		(d) A director who is present at a meeting of the board of directors or a committee of the
2119	2119		1854
2120	2120		board of directors when corporate action is taken is deemed to have assented to the action1855
2121	2121		taken unless:1856
2122	2122		(1) The director objects at the beginning of the meeting (or promptly upon arrival) to1857
2123	2123		holding it or transacting business at the meeting;1858
2124	2124		(2) The director's dissent or abstention from the action taken is entered in the minutes of1859
2125	2125		the meeting; or1860
2126	2126		(3) The director delivers written notice of the director's dissent or abstention to the1861
2127	2127		presiding officer of the meeting before its adjournment or to the corporation immediately1862
2128	2128		after adjournment of the meeting.1863
2129	2129		(e)
2130	2130		The right of dissent or abstention is not available to a director who votes in favor of the1864
2131	2131		action taken.1865
2132	2132		(f) No director shall vote by proxy at a meeting of the board of directors.1866
2133	2133		14-3-825.1867
2134	2134		(a) Unless the articles or bylaws provide otherwise, a board of directors may create one1868
2135	2135		or more committees of the board and appoint members of the board to serve on them. Each1869
2136	2136		committee shall have one or more directors, who serve at the pleasure of the board. A1870
2137	2137		committee exercising the authority of the board of directors shall consist of two or more1871
2138	2138		current or former directors, at least one of whom shall be a current director. A committee1872
2139	2139		not exercising authority of the board of directors shall consist of two or more persons, at1873
2140	2140		least one of whom shall be a current director. Committee members shall be appointed by1874
2141	2141		the board of directors or as otherwise provided for in the articles or bylaws.1875
2142	2142		(b) If authorized by the articles or bylaws, the board or, if there are members entitled to1876
2143	2143		elect directors, the members may appoint individuals who are not currently members of the1877
2144	2144		board, but who formerly were members of the board of the corporation, as voting members1878 23 LC 36 5426
2145	2145		S. B. 148
2146	2146		- 77 -
2147	2147		of committees of the board. All provisions of this article applicable to directors shall apply1879
2148	2148		equally to such individuals serving on committees.1880
2149	2149		(c) Code Sections 14-3-820 through 14-3-824, which govern meetings, action without1881
2150	2150		meetings, notice and waiver of notice, and quorum and voting requirements of the board,1882
2151	2151		apply to committees and their committee members as well.1883
2152	2152		(d) To the extent specified by the board of directors or in the articles or bylaws, each1884
2153	2153		committee of the board may exercise the board's authority under Code Section 14-3-801.1885
2154	2154		(e)(d) A committee may not, however:1886
2155	2155		(1) Authorize distributions;1887
2156	2156		(2) Approve or recommend to members dissolution, merger, or the sale, pledge, or1888
2157	2157		transfer of all or substantially all of the corporation's assets;1889
2158	2158		(3) Elect, appoint, or remove directors or fill director vacancies on the board;1890
2159	2159		(4) Unless the articles or bylaws provide otherwise, elect, appoint, or remove directors1891
2160	2160		or on any of its committees exercising the authority of the board; or1892
2161	2161		(4)(5) Adopt, amend, or repeal the articles or bylaws.1893
2162	2162		(f)(e) The creation of, delegation of authority to, or action by a committee does not alone1894
2163	2163		constitute compliance by a director with the standards of conduct described in Code1895
2164	2164		Section 14-3-830.1896
2165	2165		Part 31897
2166	2166		14-3-830.1898
2167	2167		(a) Unless a different standard is prescribed by law, a director shall perform his or her1899
2168	2168		duties as a director in good faith and with the degree of care an ordinarily prudent person1900
2169	2169		in a like position would exercise under similar circumstances.1901
2170	2170		(b) In performing his or her duties, a director may rely upon:1902 23 LC 36 5426
2171	2171		S. B. 148
2172	2172		- 78 -
2173	2173		(1) Officers, employees, or agents of the corporation whom the director reasonably
2174	2174		1903
2175	2175		believed to be reliable and competent in the functions performed; and1904
2176	2176		(2) Information, data, opinions, reports, or statements provided by officers, employees,1905
2177	2177		or agents of the corporation or by legal counsel, public accountants, investment bankers,1906
2178	2178		religious authorities, ministers, priests, rabbis, other similar persons in a religious
2179	2179		1907
2180	2180		organization, or other persons as to matters involving the skills, expertise, or knowledge1908
2181	2181		reasonably believed to be reliable and within such person's professional or expert1909
2182	2182		competence.1910
2183	2183		(c) There shall be a presumption that the process a director followed in arriving at1911
2184	2184		decisions was done in good faith and that such director exercised ordinary care; provided,1912
2185	2185		however, that this presumption may be rebutted by evidence that such process constitutes1913
2186	2186		gross negligence by being a gross deviation from the standard of care of a director in a like1914
2187	2187		position under similar circumstances.1915
2188	2188		(d) Nothing contained in this Code section shall:1916
2189	2189		(1) In any instance when fairness is at issue, such as consideration of the fairness of a1917
2190	2190		transaction to the corporation as evaluated under paragraph (4) of subsection (b) of Code1918
2191	2191		Section 14-3-861, alter the burden of proving the fact or lack of fairness otherwise1919
2192	2192		applicable;1920
2193	2193		(2) Alter the fact or lack of liability of a director under the Official Code of Georgia1921
2194	2194		Annotated, including the governance of the consequences of an unlawful distribution1922
2195	2195		under Code Section 14-3-831 or a conflicting interest transaction under Code Section1923
2196	2196		14-3-861;1924
2197	2197		(3) Affect any rights to which the corporation or its members may be entitled under1925
2198	2198		another law of this state or of the United States; or1926
2199	2199		(4) Deprive a director of the applicability, effect, or protection of the business judgment1927
2200	2200		rule; or1928
2201	2201		(5) Deprive a director of the applicability, effect, or protection of Code Section 51-1-20.1929 23 LC 36 5426
2202	2202		S. B. 148
2203	2203		- 79 -
2204	2204		(e) A director shall not be deemed to be a trustee with respect to the corporation or with
2205	2205		1930
2206	2206		respect to any property held or administered by the corporation, including, without limit,1931
2207	2207		property that may be subject to restrictions imposed by the donor or transferor of such1932
2208	2208		property.1933
2209	2209		14-3-831.1934
2210	2210		(a) Unless a director complies with the applicable standards of conduct described in Code1935
2211	2211		Section 14-3-830, a director who votes for or assents to a distribution made in violation of1936
2212	2212		this chapter is personally liable to the corporation for the amount of the distribution that1937
2213	2213		exceeds what could have been distributed without violating this chapter.1938
2214	2214		(b) A director held liable for an unlawful distribution under subsection (a) of this Code1939
2215	2215		section is entitled to contribution:1940
2216	2216		(1) From every other director who voted for or assented to the distribution without1941
2217	2217		complying with the applicable standards of conduct described in Code Section 14-3-830;1942
2218	2218		and1943
2219	2219		(2) From each person who received an unlawful distribution for the amount of the1944
2220	2220		distribution whether or not the person receiving the distribution knew it was made in1945
2221	2221		violation of this chapter.1946
2222	2222		Part 41947
2223	2223		14-3-840.1948
2224	2224		(a) A corporation has the
2225	2225		shall have a chief executive officer, a secretary, and a chief1949
2226	2226		financial officer, provided that the articles of incorporation or bylaws may designate other1950
2227	2227		titles in lieu of or in addition to chief executive officer or chief financial officer. The1951
2228	2228		corporation may have additional officers as described in its articles or bylaws or appointed1952
2229	2229		by the board of directors in accordance with the articles or bylaws.1953 23 LC 36 5426
2230	2230		S. B. 148
2231	2231		- 80 -
2232	2232		(b) A corporation may have an executive director. Unless the corporation's articles or1954
2233	2233		bylaws state otherwise, the executive director shall be an officer of the corporation.1955
2234	2234		(c) A duly appointed officer may appoint one or more officers or assistant officers if1956
2235	2235		authorized by the articles or bylaws or the board of directors.1957
2236	2236		(c)(d) The articles, bylaws, or the board shall delegate to one of the officers responsibility1958
2237	2237		for preparing minutes of the directors' and members' meetings and for authenticating1959
2238	2238		records of the corporation.1960
2239	2239		(d)(e) Unless otherwise provided in the articles or bylaws, the same individual may1961
2240	2240		simultaneously hold more than one office in a corporation, except that the offices of chief1962
2241	2241		executive officer and secretary shall not be held by the same individual.1963
2242	2242		(e)(f) The officers of a corporation may be designated by such titles as may be provided1964
2243	2243		in the articles or the bylaws;, and in such case any document required or permitted by any1965
2244	2244		law of this state to be signed by the president chief executive officer, secretary, or any other1966
2245	2245		named officer of a corporation may be signed by such officer as may be stated in such1967
2246	2246		document to correspond to the officer so required or permitted to sign.1968
2247	2247		14-3-841.1969
2248	2248		Each officer has the authority and shall perform the duties set forth in the articles or bylaws1970
2249	2249		or, to the extent consistent with the articles or bylaws, the duties and authority prescribed1971
2250	2250		by the board or by direction of an officer authorized by the board to prescribe the duties1972
2251	2251		and authority of other officers. Unless the articles, the bylaws, or a resolution of the board1973
2252	2252		of directors of the corporation provides otherwise, the chief executive officer or the1974
2253	2253		president if no person has been designated as chief executive officer of the corporation1975
2254	2254		shall have authority to conduct all ordinary business on behalf of the corporation and may1976
2255	2255		execute and deliver on behalf of the corporation any contract, conveyance, or similar1977
2256	2256		document not requiring approval by the board of directors or members as provided in this1978
2257	2257		chapter.1979 23 LC 36 5426
2258	2258		S. B. 148
2259	2259		- 81 -
2260	2260		14-3-842.
2261	2261		1980
2262	2262		(a) Unless a different standard is prescribed by law, an officer shall perform his or her1981
2263	2263		duties as an officer in good faith and with the degree of care an ordinarily prudent person1982
2264	2264		in a like position would exercise under similar circumstances.1983
2265	2265		(b) In performing his or her duties, an officer may rely upon:1984
2266	2266		(1) Officers
2267	2267		Other officers, employees, or agents of the corporation whom the officer1985
2268	2268		reasonably believed to be reliable and competent in the functions performed; and1986
2269	2269		(2) Information, data, opinions, reports, or statements provided by other officers,1987
2270	2270		employees, or agents of the corporation or by legal counsel, public accountants,1988
2271	2271		investment bankers, religious authorities, ministers, priests, rabbis, other similar persons1989
2272	2272		in a religious organization, or other persons as to matters involving the skills, expertise,1990
2273	2273		or knowledge reasonably believed to be reliable and within such person's professional or1991
2274	2274		expert competence.1992
2275	2275		(c) There shall be a presumption that the process an officer followed in arriving at1993
2276	2276		decisions was done in good faith and that such officer exercised ordinary care; provided,1994
2277	2277		however, that this presumption may be rebutted by evidence that such process constitutes1995
2278	2278		gross negligence by being a gross deviation from the standard of care of an officer in a like1996
2279	2279		position under similar circumstances.1997
2280	2280		(d) Nothing contained in this Code section shall:1998
2281	2281		(1) In any instance when fairness is at issue, such as consideration of the fairness of a1999
2282	2282		transaction to the corporation as evaluated under paragraph (4) of subsection (c) of Code2000
2283	2283		Section 14-3-865, alter the burden of proving the fact or lack of fairness otherwise2001
2284	2284		applicable;2002
2285	2285		(2) Alter the fact or lack of liability of an officer under the Official Code of Georgia2003
2286	2286		Annotated, including the governance of the consequences of a conflicting interest2004
2287	2287		transaction under Code Section 14-3-865;2005 23 LC 36 5426
2288	2288		S. B. 148
2289	2289		- 82 -
2290	2290		(3) Affect any rights to which the corporation or its members may be entitled under
2291	2291		2006
2292	2292		another law of this state or of the United States; or
2293	2293		2007
2294	2294		(4) Deprive an officer of the applicability, effect, or protection of the business judgment2008
2295	2295		rule; or2009
2296	2296		(5) Deprive an officer of the applicability, effect, or protection of Code Sections 51-1-202010
2297	2297		and 51-1-20.1.2011
2298	2298		14-3-843.2012
2299	2299		(a) An officer may resign at any time by delivering notice in writing or by electronic2013
2300	2300		transmission to the corporation. A resignation is effective when the notice is effective2014
2301	2301		unless the notice specifies a future effective date. If a resignation is made effective at a2015
2302	2302		future date and the corporation accepts the future effective date, its board of directors, or,2016
2303	2303		if authorized by the bylaws, an officer, may fill the pending vacancy before the effective2017
2304	2304		date if the board or such appointing officer provides that the successor does not take office2018
2305	2305		until the effective date.2019
2306	2306		(b) A board may remove any officer at any time with or without cause. An officer may be2020
2307	2307		removed at any time with or without cause by:2021
2308	2308		(1) The board of directors;2022
2309	2309		(2) The officer who appointed such officer, unless the bylaws or the board of directors2023
2310	2310		provide otherwise; or2024
2311	2311		(3) Any other officer if authorized by the bylaws or the board of directors.2025
2312	2312		(c) Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's2026
2313	2313		officers may be filled by the board.2027
2314	2314		14-3-844.2028
2315	2315		(a) The appointment of an officer does not itself create contract rights.2029 23 LC 36 5426
2316	2316		S. B. 148
2317	2317		- 83 -
2318	2318		(b) An officer's removal does not affect the officer's contract rights, if any, with the
2319	2319		2030
2320	2320		corporation. An officer's resignation does not affect the corporation's contract rights, if2031
2321	2321		any, with the officer.2032
2322	2322		14-3-845.2033
2323	2323		Any contract or other instrument in writing executed or entered into between a corporation2034
2324	2324		and any other person is not invalidated as to the corporation by any lack of authority of the2035
2325	2325		signing officers in the absence of actual knowledge on the part of the other person that the2036
2326	2326		signing officers had no authority to execute the contract or other instrument, provided that
2327	2327		2037
2328	2328		if it is signed by any two officers in category 1 below or by one officer in category 1 below2038
2329	2329		and one officer in category 2 below. Categories shall be as follows:2039
2330	2330		(1) Category 1 shall consist of the presiding officer of the board and the president chief2040
2331	2331		executive officer; and2041
2332	2332		(2) Category 2 shall consist of a vice president, the secretary, the treasurer chief financial2042
2333	2333		officer, and the executive director any other officer delineated in the articles or bylaws.2043
2334	2334		The absence of the signature of such persons from a document shall not itself impair the2044
2335	2335		validity of the document or of any action taken in pursuance thereof or in reliance thereon.2045
2336	2336		14-3-846.2046
2337	2337		(a) With respect to any contract, conveyance, or similar document executed by or on2047
2338	2338		behalf of a domestic corporation or foreign corporation, the presence of the corporate seal,2048
2339	2339		or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or2049
2340	2340		other officer to whom the bylaws or the directors have delegated the responsibility for2050
2341	2341		authenticating records of the corporation, shall attest:2051
2342	2342		(1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal2052
2343	2343		of the corporation or a true facsimile thereof, as the case may be;2053 23 LC 36 5426
2344	2344		S. B. 148
2345	2345		- 84 -
2346	2346		(2) That any officer of the corporation executing the document does in fact occupy the
2347	2347		2054
2348	2348		official position indicated, that one in such position is duly authorized to execute such2055
2349	2349		document on behalf of the corporation, and that the signature of such officer subscribed2056
2350	2350		thereto is genuine; and2057
2351	2351		(3) That the execution of the document on behalf of the corporation has been duly2058
2352	2352		authorized.2059
2353	2353		(b) With respect to any contract, conveyance, or similar document executed by or on
2354	2354		2060
2355	2355		behalf of a domestic corporation or a foreign corporation, execution by the chief executive2061
2356	2356		officer, attested by the secretary or assistant secretary of the corporation, or other officer2062
2357	2357		to whom the bylaws or the directors have delegated the responsibility for authenticating2063
2358	2358		records of the corporation, shall attest:2064
2359	2359		(1) That the person executing the document as chief executive officer does in fact occupy2065
2360	2360		the official position, that one in such position is duly authorized to execute such2066
2361	2361		document on behalf of the corporation, and that the signature of such officer subscribed2067
2362	2362		thereto is genuine; and2068
2363	2363		(2) That the execution of the document on behalf of the corporation has been duly2069
2364	2364		authorized.2070
2365	2365		(b)(c) When the seal of a corporation or the facsimile thereof is affixed to any document2071
2366	2366		and is attested by the secretary or assistant secretary of a corporation, or other officer to2072
2367	2367		whom the bylaws or the directors have delegated the responsibility for authenticating2073
2368	2368		records of the corporation, a third party without knowledge or reason to know to the2074
2369	2369		contrary may rely on such document as being what it purports to be.2075
2370	2370		(c)(d) The seal of the corporation may be affixed to any document executed by the2076
2371	2371		corporation, but the absence of the seal shall not itself impair the validity of the document2077
2372	2372		or of any action taken in pursuance thereof or in reliance thereon.2078 23 LC 36 5426
2373	2373		S. B. 148
2374	2374		- 85 -
2375	2375		Part 5
2376	2376		2079
2377	2377		14-3-850.2080
2378	2378		As used in this part, the term:2081
2379	2379		(1) 'Corporation' includes any domestic or foreign predecessor entity of a corporation in2082
2380	2380		a merger or other transaction in which the predecessor's existence ceased upon2083
2381	2381		consummation of the transaction.2084
2382	2382		(2) 'Director' or 'officer' means an individual who is or was a director or officer,2085
2383	2383		respectively, of a corporation who, while a director or officer of the corporation, is or was2086
2384	2384		serving at the corporation's request as a director, officer, partner, trustee, employee, or2087
2385	2385		agent of another domestic or foreign business or nonprofit corporation, partnership, joint2088
2386	2386		venture, trust, employee benefit plan, or other entity. A director or officer is considered2089
2387	2387		to be serving an employee benefit plan at the corporation's request if the director's duties2090
2388	2388		to the corporation also impose duties on, or otherwise involve services by, the director2091
2389	2389		to the plan or to participants in or beneficiaries of the plan. 'Director' or 'officer' includes,2092
2390	2390		unless the context otherwise requires, the estate or personal representative of a director.2093
2391	2391		(3) 'Disinterested director' means a director who at the time of a vote referred to in2094
2392	2392		paragraph (1) of
2393	2393		subsection (c) of Code Section 14-3-853 or a vote or selection referred2095
2394	2394		to in subsection (b) or (c) of Code Section 14-3-855 or subsection (a) of Code Section2096
2395	2395		14-3-856 is not:2097
2396	2396		(A) A party to the proceeding; or2098
2397	2397		(B) An individual having a familial, financial, professional, or employment2099
2398	2398		relationship with the director whose indemnification or advance for expenses is the2100
2399	2399		subject of the decision being made, which relationship would, in the circumstances,2101
2400	2400		reasonably be expected to exert an influence on the director's judgment when voting on2102
2401	2401		the decision being made.2103 23 LC 36 5426
2402	2402		S. B. 148
2403	2403		- 86 -
2404	2404		(4) 'Disinterested member' means a member who, at the time of a vote referred to in2104
2405	2405		paragraph (2) of subsection (c) of Code Section 14-3-853, a vote referred to in2105
2406	2406		paragraph (3) of subsection (b) of Code Section 14-3-855, or a vote referred to in2106
2407	2407		subsection (a) of Code Section 14-3-856, is not:2107
2408	2408		(A) A party to the proceeding;2108
2409	2409		(B) Owned by or under the control of a director who does not qualify as a disinterested2109
2410	2410		director with respect to the proceeding; or2110
2411	2411		(C) An individual having a familial, financial, professional, or employment2111
2412	2412		relationship with the director whose indemnification or advance for expenses is the2112
2413	2413		subject of the decision being made, which relationship would, in the circumstances,2113
2414	2414		reasonably be expected to exert an influence on the member's judgment when voting2114
2415	2415		on the decision being made.2115
2416	2416		A director who is also member, but who does not qualify as a disinterested director with2116
2417	2417		respect to the proceeding, cannot qualify or vote as a disinterested member on any2117
2418	2418		matters relating to the proceeding.2118
2419	2419		(4)(5) 'Expenses' includes counsel attorney's fees.2119
2420	2420		(5)(6) 'Liability' means the obligation to pay a judgment, settlement, penalty, fine2120
2421	2421		(including an excise tax assessed with respect to an employee benefit plan), or reasonable2121
2422	2422		expenses actually incurred with respect to a proceeding.2122
2423	2423		(6)(7) 'Official capacity' means:2123
2424	2424		(A) When used with respect to a director, the office of director in a corporation; and2124
2425	2425		(B) When used with respect to an officer, as contemplated in Code Section 14-3-8572125
2426	2426		14-3-858, the office in a corporation held by the officer.2126
2427	2427		'Official capacity' does not include service for any other domestic or foreign corporation2127
2428	2428		or any partnership, joint venture, trust, employee benefit plan, or other entity.2128
2429	2429		(7)(8) 'Party' means an individual who was, is, or is threatened to be made a named2129
2430	2430		defendant or respondent in a proceeding.2130 23 LC 36 5426
2431	2431		S. B. 148
2432	2432		- 87 -
2433	2433		(8)(9) 'Proceeding' means any threatened, pending, or completed action, suit, or2131
2434	2434		proceeding whether civil, criminal, administrative, arbitrative, or investigative and2132
2435	2435		whether formal or informal.2133
2436	2436		14-3-851.2134
2437	2437		(a) Except as otherwise provided in this Code section, a corporation may indemnify an2135
2438	2438		individual who is a party to a proceeding because the individual is or was a director against2136
2439	2439		liability incurred in the proceeding if:2137
2440	2440		(1) He or she conducted himself or herself in good faith; and2138
2441	2441		(2) He or she reasonably believed:2139
2442	2442		(A) In the case of conduct in his or her official capacity, that his or her conduct was in2140
2443	2443		the best interests of the corporation;2141
2444	2444		(B) In all other cases, that his or her conduct was at least not opposed to the best2142
2445	2445		interests of the corporation; and2143
2446	2446		(C) In the case of any criminal proceeding, that he or she had no reasonable cause to2144
2447	2447		believe his or her conduct was unlawful.2145
2448	2448		(b) A director's conduct with respect to an employee benefit plan for a purpose the director2146
2449	2449		believed in good faith to be in the interests of the participants in and beneficiaries of the2147
2450	2450		plan is conduct that satisfies the requirements of subsection (a) of this Code section.2148
2451	2451		(c) The termination of a proceeding by judgment, order, settlement, or conviction or upon2149
2452	2452		a plea of nolo contendere or its equivalent is not, of itself, determinative that the director2150
2453	2453		did not meet the standard of conduct described in this Code section.2151
2454	2454		(d) A corporation may not indemnify a director under this Code section:2152
2455	2455		(1) In connection with a proceeding by or in the right of the corporation, except for2153
2456	2456		reasonable expenses incurred in connection with the proceeding if it is determined that2154
2457	2457		the director has met the relevant standard of conduct under this Code section; or2155 23 LC 36 5426
2458	2458		S. B. 148
2459	2459		- 88 -
2460	2460		(2) In connection with any other proceeding with respect to conduct for which the
2461	2461		2156
2462	2462		director was adjudged liable on the basis that personal benefit was improperly received2157
2463	2463		by the director, whether or not involving action in the director's official capacity.2158
2464	2464		14-3-852.2159
2465	2465		A corporation shall indemnify a director who was successful, on the merits or otherwise,2160
2466	2466		in the defense of any proceeding to which the director was a party because the director was2161
2467	2467		a director of the corporation against reasonable expenses incurred by the director in2162
2468	2468		connection with the proceeding.2163
2469	2469		14-3-853.2164
2470	2470		(a) A corporation may, before final disposition of a proceeding, advance funds to pay for2165
2471	2471		or reimburse the reasonable expenses incurred by a director who is a party to a proceeding2166
2472	2472		because the director is a director if the director delivers to the corporation:2167
2473	2473		(1) A written affirmation of the director's good faith belief that the director has met the2168
2474	2474		relevant standard of conduct described in Code Section 14-3-851 or that the proceeding2169
2475	2475		involves conduct for which liability has been eliminated under a provision of the articles2170
2476	2476		of incorporation as authorized by paragraph (4) of subsection (b) of Code Section2171
2477	2477		14-3-202; and2172
2478	2478		(2) The director's written undertaking to repay any funds advanced if it is ultimately2173
2479	2479		determined that the director is not entitled to indemnification under this part.2174
2480	2480		(b) The undertaking required by paragraph (2) of subsection (a) of this Code section must2175
2481	2481		be an unlimited general obligation of the director but need not be secured and may be2176
2482	2482		accepted without reference to the financial ability of the director to make repayment.2177
2483	2483		(c) Authorizations under this Code section shall be made by the board of directors
2484	2484		:2178
2485	2485		(1) By the board of directors:2179 23 LC 36 5426
2486	2486		S. B. 148
2487	2487		- 89 -
2488	2488		(A) If there are two or more disinterested directors, by a majority vote of all the2180
2489	2489		disinterested directors (a majority of whom shall for such purpose constitute a quorum)2181
2490	2490		or by a majority of the members of a committee of two or more disinterested directors2182
2491	2491		appointed by such a vote; or2183
2492	2492		(2)(B) If there are fewer than two disinterested directors, by the vote necessary for2184
2493	2493		action by the board in accordance with subsection (c) of Code Section 14-3-824, in2185
2494	2494		which authorization directors who do not qualify as disinterested directors may2186
2495	2495		participate; or2187
2496	2496		(2) By the disinterested members.2188
2497	2497		14-3-854.2189
2498	2498		(a) A director who is a party to a proceeding because he or she is a director may apply for2190
2499	2499		indemnification or advances of expenses to the court conducting the proceeding or to2191
2500	2500		another court of competent jurisdiction. After receipt of an application, after giving any2192
2501	2501		notice it considers necessary, the court shall:2193
2502	2502		(1) Order indemnification or advance for expenses if it determines that the director is2194
2503	2503		entitled to indemnification under this part; or2195
2504	2504		(2) Order indemnification or advance for expenses if it determines, in view of all the2196
2505	2505		relevant circumstances, that it is fair and reasonable:2197
2506	2506		(A) To indemnify the director; or2198
2507	2507		(B) To advance expenses to the director,2199
2508	2508		even if he or she has not met the relevant standard of conduct set forth in subsections (a)2200
2509	2509		and (b) of Code Section 14-3-851, failed to comply with Code Section 14-3-853, or was2201
2510	2510		adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of2202
2511	2511		Code Section 14-3-851, but if he or she was adjudged so liable his or her indemnification2203
2512	2512		shall be limited to reasonable expenses incurred in connection with the proceeding.2204 23 LC 36 5426
2513	2513		S. B. 148
2514	2514		- 90 -
2515	2515		(b) If the court determines that the director is entitled to indemnification or advance for2205
2516	2516		expenses under this part, it may also order the corporation to pay the director's reasonable2206
2517	2517		expenses to obtain court ordered indemnification or advance for expenses. If the court2207
2518	2518		determines that the director is entitled to indemnification or advance for expenses under2208
2519	2519		paragraph (1) of subsection (a) of this Code section, it shall also order the corporation to2209
2520	2520		pay the director's reasonable expenses to obtain court ordered indemnification or advance2210
2521	2521		for expenses. If the court determines that the director is entitled to indemnification or2211
2522	2522		advance for expenses under paragraph (2) of subsection (a) of this Code section, it may2212
2523	2523		also order the corporation to pay the director's reasonable expenses to obtain court ordered2213
2524	2524		indemnification or advance for expenses.2214
2525	2525		(c) The court may summarily determine, without a jury, a corporation's obligation to2215
2526	2526		indemnify or advance expenses.2216
2527	2527		14-3-855.2217
2528	2528		(a) A corporation may not indemnify a director under Code Section 14-3-851 unless2218
2529	2529		authorized thereunder and a determination has been made for a specific proceeding that2219
2530	2530		indemnification of the director is permissible in the circumstances because the director has2220
2531	2531		met the relevant standard of conduct set forth in Code Section 14-3-851.2221
2532	2532		(b) The determination shall be made:2222
2533	2533		(1) If there are two or more disinterested directors, by the board of directors by a2223
2534	2534		majority vote of all the disinterested directors (a majority of whom shall for such purpose2224
2535	2535		constitute a quorum), or by a majority of the members of a committee of two or more2225
2536	2536		disinterested directors appointed by such a vote;2226
2537	2537		(2) By special legal counsel:2227
2538	2538		(A) Selected in the manner prescribed in paragraph (1) of this subsection; or2228 23 LC 36 5426
2539	2539		S. B. 148
2540	2540		- 91 -
2541	2541		(B) If there are fewer than two disinterested directors, selected by the board of
2542	2542		2229
2543	2543		directors, in which selection directors who do not qualify as disinterested directors may2230
2544	2544		participate; or2231
2545	2545		(3) By the disinterested
2546	2546		members, but directors who do not qualify as disinterested2232
2547	2547		directors may not vote as members on the determination.2233
2548	2548		(c) Authorization of indemnification or an obligation to indemnify and evaluation as to2234
2549	2549		reasonableness of expenses shall be made in the same manner as the determination that2235
2550	2550		indemnification is permissible, except that if there are fewer than two disinterested2236
2551	2551		directors or if the determination is made by special legal counsel, authorization of2237
2552	2552		indemnification and evaluation as to reasonableness of expenses shall be made by those2238
2553	2553		entitled under paragraph (3) of subsection (b) of this Code section to select special legal2239
2554	2554		counsel.2240
2555	2555		14-3-856.2241
2556	2556		(a) If authorized by the articles of incorporation or a bylaw, contract, or resolution2242
2557	2557		approved or ratified by a majority of disinterested members unless otherwise specified in2243
2558	2558		the articles or bylaws, or, in the case of a corporation without members, by a majority of2244
2559	2559		disinterested directors unless otherwise specified in the articles or bylaws, a corporation2245
2560	2560		may indemnify or obligate itself to indemnify a director made a party to a proceeding,2246
2561	2561		including a proceeding brought by or in the right of the corporation, without regard to the2247
2562	2562		limitations in other Code sections of this part.2248
2563	2563		(b) The corporation shall not indemnify a director under this Code section for any liability2249
2564	2564		incurred in a proceeding in which the director is adjudged liable to the corporation or is2250
2565	2565		subjected to injunctive relief in favor of the corporation:2251
2566	2566		(1) For any appropriation, in violation of the director's duties, of any business2252
2567	2567		opportunity of the corporation;2253 23 LC 36 5426
2568	2568		S. B. 148
2569	2569		- 92 -
2570	2570		(2) For acts or omissions which involve intentional misconduct or a knowing violation2254
2571	2571		of law;2255
2572	2572		(3) For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or2256
2573	2573		(4) For any transaction from which the director received an improper personal benefit.2257
2574	2574		(c) Where approved or authorized in the manner described in subsection (a) of this Code2258
2575	2575		section, a corporation may advance or reimburse expenses incurred in advance of final2259
2576	2576		disposition of the proceeding only if:2260
2577	2577		(1) The director furnishes the corporation with a written affirmation of the director's2261
2578	2578		good faith belief that the director's conduct does not constitute behavior of the kind2262
2579	2579		described in subsection (b) of this Code section; and2263
2580	2580		(2) The director furnishes the corporation with a written undertaking, executed2264
2581	2581		personally or on his or her behalf, to repay any advances for expenses if it is ultimately2265
2582	2582		determined that the director is not entitled to indemnification under this Code section.2266
2583	2583		14-3-856. 14-3-857.2267
2584	2584		(a) A corporation may indemnify and advance expenses under this part to an officer of the2268
2585	2585		corporation who is a party to a proceeding because he or she is an officer of the2269
2586	2586		corporation:2270
2587	2587		(1) To the same extent as a director; and2271
2588	2588		(2) If he or she is not a director, to such further extent as may be provided by the articles2272
2589	2589		of incorporation, the bylaws, a resolution of the board of directors, or contract except for2273
2590	2590		liability arising out of conduct that constitutes:2274
2591	2591		(A) Appropriation, in violation of his or her duties, of any business opportunity of the2275
2592	2592		corporation;2276
2593	2593		(B) Acts or omissions which involve intentional misconduct or a knowing violation of2277
2594	2594		law;2278 23 LC 36 5426
2595	2595		S. B. 148
2596	2596		- 93 -
2597	2597		(C) The types of liability set forth in Code Section 14-3-831 Sections 14-3-860 through2279
2598	2598		14-3-865; or2280
2599	2599		(D) Receipt of an improper personal benefit.2281
2600	2600		(b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to2282
2601	2601		an officer who is also a director if the sole basis on which he or she is made a party to the2283
2602	2602		proceeding is an act or omission solely as an officer.2284
2603	2603		(c) An officer of a corporation who is not a director is entitled to mandatory2285
2604	2604		indemnification under Code Section 14-3-852, and may apply to a court under Code2286
2605	2605		Section 14-3-854 for indemnification or advances for expenses, in each case to the same2287
2606	2606		extent to which a director may be entitled to indemnification or advances for expenses2288
2607	2607		under those provisions.2289
2608	2608		(d) A corporation may also indemnify and advance expenses to an employee or agent who2290
2609	2609		is not a director to the extent, consistent with public policy, that may be provided by its2291
2610	2610		articles of incorporation, its bylaws, general or specific action of its board of directors, or2292
2611	2611		contract.2293
2612	2612		14-3-857. 14-3-858.2294
2613	2613		A corporation may purchase and maintain insurance on behalf of an individual who is a2295
2614	2614		director, officer, employee, or agent of the corporation or who, while a director, officer,2296
2615	2615		employee, or agent of the corporation, serves at the corporation's request as a director,2297
2616	2616		officer, partner, trustee, employee, or agent of another domestic or foreign business or2298
2617	2617		nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other2299
2618	2618		entity against liability asserted against or incurred by the individual in that capacity or2300
2619	2619		arising from the individual's status as a director, officer, employee, or agent, whether or not2301
2620	2620		the corporation would have power to indemnify or advance expenses to the individual2302
2621	2621		against the same liability under this part.2303 23 LC 36 5426
2622	2622		S. B. 148
2623	2623		- 94 -
2624	2624		14-3-858. 14-3-859.2304
2625	2625		(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a2305
2626	2626		resolution adopted or a contract approved by its board of directors or members, obligate2306
2627	2627		itself in advance of the act or omission giving rise to a proceeding to provide2307
2628	2628		indemnification or advance funds to pay for or reimburse expenses consistent with this2308
2629	2629		part. Any such obligatory provision that obligates the corporation to provide2309
2630	2630		indemnification to the fullest extent permitted by law shall be deemed to obligate the2310
2631	2631		corporation to advance funds to pay for or reimburse expenses in accordance with satisfy2311
2632	2632		the requirements for authorization referred to in subsection (c) of Code Section 14-3-8532312
2633	2633		to the fullest extent permitted by law, unless the provision specifically provides otherwise2313
2634	2634		or subsection (c) of Code Section 14-3-855. Any such provision existing on July 1, 1991,2314
2635	2635		shall be valid to the extent it does not provide for broader indemnification than is allowed2315
2636	2636		under this part.2316
2637	2637		(b) Any provision pursuant to subsection (a) of this Code section shall not obligate the2317
2638	2638		corporation to indemnify or advance expenses to a director of a predecessor of the2318
2639	2639		corporation, pertaining to conduct with respect to the predecessor, unless otherwise2319
2640	2640		specifically provided. Any provision for indemnification or advance for expenses in the2320
2641	2641		articles of incorporation, the bylaws, or a resolution of the board of directors, members,2321
2642	2642		shareholders, partners, or, in the case of limited liability companies, members or managers2322
2643	2643		of a predecessor of the corporation or other entity in a merger or in a contract to which the2323
2644	2644		predecessor is a party, existing at the time the merger takes effect, shall be governed by2324
2645	2645		paragraph (3) of Code Section 14-3-1105.2325
2646	2646		(c) A corporation may, by a provision in its articles of incorporation, limit any of the rights2326
2647	2647		to indemnification or advance for expenses created by or pursuant to this part.2327
2648	2648		(d) This part does not limit a corporation's power to pay or reimburse expenses incurred2328
2649	2649		by a director or an officer in connection with his or her appearance as a witness in a2329
2650	2650		proceeding at a time when he or she is not a party.2330 23 LC 36 5426
2651	2651		S. B. 148
2652	2652		- 95 -
2653	2653		(e) Except as expressly provided in Code Section 14-3-856 14-3-857, this part does not2331
2654	2654		limit a corporation's power to indemnify, advance expenses to, or provide or maintain2332
2655	2655		insurance on behalf of an employee or agent.2333
2656	2656		(f) Any provision in a corporation's articles of incorporation or bylaws or in a resolution2334
2657	2657		adopted or contract approved by its board of directors or members that obligates the2335
2658	2658		corporation to provide indemnification to the fullest extent permitted by law shall, unless2336
2659	2659		such provision or another provision in the corporation's articles of incorporation or bylaws2337
2660	2660		or in a resolution adopted or a contract approved by its board of directors or members2338
2661	2661		expressly provides otherwise, be deemed to obligate the corporation:2339
2662	2662		(1) To advance funds to pay for or reimburse expenses in accordance with Code2340
2663	2663		Section 14-3-853 or subsection (c) of Code Section 14-3-856 to the fullest extent2341
2664	2664		permitted by law; and2342
2665	2665		(2) To indemnify directors to the fullest extent permitted in Code Section 14-3-856,2343
2666	2666		provided that such provision is duly authorized as required in subsection (a) of Code2344
2667	2667		Section 14-3-856, and to indemnify officers to the fullest extent permitted in2345
2668	2668		paragraph (2) of subsection (a) and subsection (b) of Code Section 14-3-857.2346
2669	2669		(g) The provisions of this part may be incorporated by reference into a corporation's2347
2670	2670		articles of incorporation, its bylaws, or a resolution of its members or board of directors.2348
2671	2671		In such case, any such provision shall subsequently be deemed amended to conform with2349
2672	2672		any amendments to this part, unless such provision otherwise expressly provides.2350
2673	2673		Part 62351
2674	2674		14-3-860.2352
2675	2675		As used in this part, the term:2353
2676	2676		(1) 'Conflicting interest' with respect to a corporation means the interest a director of the2354
2677	2677		corporation has respecting a transaction effected or proposed to be effected by the2355 23 LC 36 5426
2678	2678		S. B. 148
2679	2679		- 96 -
2680	2680		corporation (or by a subsidiary of the corporation or any other entity in which the
2681	2681		2356
2682	2682		corporation has a controlling interest) if:2357
2683	2683		(A) Whether or not the transaction is brought before the board of directors of the2358
2684	2684		corporation for action, to the knowledge of the director at the time of commitment the2359
2685	2685		director or a related person is a party to the transaction or has a beneficial financial2360
2686	2686		interest in or so closely linked to the transaction and of such financial significance to2361
2687	2687		the director or a related person that it would reasonably be expected to exert an2362
2688	2688		influence on the director's judgment if the director were called upon to vote on the2363
2689	2689		transaction; or2364
2690	2690		(B) The transaction is brought (or is of such character and significance to the2365
2691	2691		corporation that it would in the normal course be brought) before the board of directors2366
2692	2692		of the corporation for action, and to the knowledge of the director at the time of2367
2693	2693		commitment any of the following persons is either a party to the transaction or has a2368
2694	2694		beneficial financial interest so closely linked to the transaction and of such financial2369
2695	2695		significance to that person that it would reasonably be expected to exert an influence2370
2696	2696		on the director's judgment if the director were called upon to vote on the transaction:2371
2697	2697		(i) an entity (other than the corporation) of which the director is a director, general2372
2698	2698		partner, agent, or employee; (ii) a person that controls one or more of the entities2373
2699	2699		specified in division (i) of this subparagraph or an entity that is controlled by, or is2374
2700	2700		under common control with, one or more of the entities specified in division (i) of this2375
2701	2701		subparagraph; or (iii) an individual who is a general partner, principal, or employer of2376
2702	2702		the director.2377
2703	2703		(2) 'Director's conflicting interest transaction' with respect to a corporation means a2378
2704	2704		transaction effected or proposed to be effected by the corporation (or by a subsidiary of2379
2705	2705		the corporation or any other entity in which the corporation has a controlling interest)2380
2706	2706		respecting which a director of the corporation has a conflicting interest.2381
2707	2707		(3) 'Related person' of a director means:2382 23 LC 36 5426
2708	2708		S. B. 148
2709	2709		- 97 -
2710	2710		(A) The spouse (or a parent or sibling thereof) of the director or a child, grandchild,
2711	2711		2383
2712	2712		sibling, parent (or spouse of any thereof), or an individual having the same home as the2384
2713	2713		director, or a trust or estate of which an individual specified in this subparagraph is a2385
2714	2714		substantial beneficiary; or2386
2715	2715		(B) A trust, estate, incompetent, conservatee, or minor of which the director is a2387
2716	2716		fiduciary.2388
2717	2717		(4) 'Required disclosure' means disclosure by the director who has a conflicting interest2389
2718	2718		of (A) the existence and nature of the director's conflicting interest, and (B) all facts2390
2719	2719		known to the director respecting the subject matter of the transaction that an ordinarily2391
2720	2720		prudent person would reasonably believe to be material to a judgment as to whether or2392
2721	2721		not to proceed with the transaction.2393
2722	2722		(5) 'Time of commitment' respecting a transaction means the time when the transaction2394
2723	2723		is consummated or, if made pursuant to contract, the time when the corporation (or its2395
2724	2724		subsidiary or the entity in which it has a controlling interest) becomes contractually2396
2725	2725		obligated so that its unilateral withdrawal from the transaction would entail significant2397
2726	2726		loss, liability, or other damage.2398
2727	2727		14-3-861.2399
2728	2728		(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary2400
2729	2729		of the corporation or by any other entity in which the corporation has a controlling interest)2401
2730	2730		that is not a director's conflicting interest transaction may not be enjoined, set aside, or give2402
2731	2731		rise to an award of damages or other sanctions, in an action under the laws of this state by2403
2732	2732		a member or by or in the right of the corporation or any other person who otherwise has2404
2733	2733		standing, on the ground of an interest in the transaction of a director or any person with2405
2734	2734		whom or which he or she has a personal, economic, or other association.2406
2735	2735		(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise2407
2736	2736		to an award of damages or other sanctions, in an action under the laws of this state by a2408 23 LC 36 5426
2737	2737		S. B. 148
2738	2738		- 98 -
2739	2739		member or by or in the right of the corporation or by any other person who otherwise has2409
2740	2740		standing, on the ground of an interest in the transaction of the director or any person with2410
2741	2741		whom or which he or she has a personal, economic, or other association, if:2411
2742	2742		(1) Directors' action respecting the transaction was at any time taken in compliance with2412
2743	2743		Code Section 14-3-862;2413
2744	2744		(2) Members' action respecting the transaction was at any time taken in compliance with2414
2745	2745		Code Section 14-3-863;2415
2746	2746		(3) Action by the superior court respecting the transaction was at any time taken in2416
2747	2747		compliance with Code Section 14-3-864; or2417
2748	2748		(4) The transaction, judged in the circumstances at the time of commitment, is2418
2749	2749		established to have been fair to the corporation.2419
2750	2750		14-3-862.2420
2751	2751		(a) Directors' action respecting a transaction is effective for purposes of paragraph (1) of2421
2752	2752		subsection (b) of Code Section 14-3-861 if the transaction received the affirmative vote of2422
2753	2753		a majority (but not less than two) of those qualified directors on the board of directors or2423
2754	2754		on a duly empowered committee thereof who voted on the transaction after either required2424
2755	2755		disclosure to them (to the extent the information was not known by them) or compliance2425
2756	2756		with subsection (b) of this Code section.2426
2757	2757		(b) If a director has a conflicting interest respecting a transaction, but neither he or she nor2427
2758	2758		a related person of the director specified in subparagraph (A) of paragraph (3) of Code2428
2759	2759		Section 14-3-860 is a party thereto, and if the director has a duty under law or professional2429
2760	2760		canon, or a duty of confidentiality to another person, respecting information relating to the2430
2761	2761		transaction such that the director cannot, consistent with that duty, make the disclosure2431
2762	2762		contemplated by subparagraph (B) of paragraph (4) of Code Section 14-3-860, then2432
2763	2763		disclosure is sufficient for purposes of subsection (a) of this Code section if the director:2433 23 LC 36 5426
2764	2764		S. B. 148
2765	2765		- 99 -
2766	2766		(1) Discloses to the directors voting on the transaction the existence and nature of his or
2767	2767		2434
2768	2768		her conflicting interest and informs them of the character of and limitations imposed by2435
2769	2769		that duty prior to their vote on the transaction; and2436
2770	2770		(2) Plays no part, directly or indirectly, in their deliberations or vote.2437
2771	2771		(c) A majority (but not less than two) of all the qualified directors on the board of2438
2772	2772		directors, or on the committee, constitutes a quorum for purposes of action that complies2439
2773	2773		with this Code section. Directors' action that otherwise complies with this Code section2440
2774	2774		is not affected by the presence or vote of a director who is not a qualified director.2441
2775	2775		(d) For purposes of this Code section, 'qualified director' means, with respect to a director's2442
2776	2776		conflicting interest transaction, any director who does not have either (1) a conflicting2443
2777	2777		interest respecting the transaction or (2) a familial, financial, professional, or employment2444
2778	2778		relationship with a second director who does have a conflicting interest respecting the2445
2779	2779		transaction, which relationship would, in the circumstances, reasonably be expected to2446
2780	2780		exert an influence on the first director's judgment when voting on the transaction.2447
2781	2781		14-3-863.2448
2782	2782		(a) Members' action respecting a transaction is effective for purposes of paragraph (2) of2449
2783	2783		subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all2450
2784	2784		qualified members were cast in favor of the transaction after (1) notice to members2451
2785	2785		describing the director's conflicting interest transaction, (2) provision of the information2452
2786	2786		referred to in subsection (d) of this Code section, and (3) required disclosure to the2453
2787	2787		members who voted on the transaction (to the extent the information was not known by2454
2788	2788		them).2455
2789	2789		(b) For purposes of this Code section, 'qualified members' means any members entitled to2456
2790	2790		vote with respect to a director's conflicting interest transaction except the director who is
2791	2791		2457
2792	2792		a member and who has a conflicting interest respecting the transaction and members that,2458
2793	2793		to the knowledge, before the vote, of the secretary (or other officer or agent of the2459 23 LC 36 5426
2794	2794		S. B. 148
2795	2795		- 100 -
2796	2796		corporation authorized to tabulate votes) are members with a conflicting interest as2460
2797	2797		described in subparagraph (B) of paragraph (1) of Code Section 14-3-860, are beneficially2461
2798	2798		owned (or whose voting is controlled) by a director who has a conflicting interest2462
2799	2799		respecting the transaction or by a related person of the director, or both.2463
2800	2800		(c) A majority of the votes entitled to be cast by all qualified members constitutes a2464
2801	2801		quorum for purposes of action that complies with this Code section. Subject to the2465
2802	2802		provisions of subsection (d) of this Code section, members' action that otherwise complies2466
2803	2803		with this Code section is not affected by the presence of, or the voting by, members that2467
2804	2804		are not qualified members.2468
2805	2805		(d) For purposes of compliance with subsection (a) of this Code section, a director who2469
2806	2806		has a conflicting interest respecting the transaction shall, before the members' vote, inform2470
2807	2807		the secretary (or other officer or agent of the corporation authorized to tabulate votes) of2471
2808	2808		the identity of all members that to the knowledge of the director are members with a2472
2809	2809		conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section2473
2810	2810		14-3-860, are beneficially owned (or whose voting is controlled) by the director who has2474
2811	2811		a conflicting interest respecting the transaction or by a related persons person of the2475
2812	2812		director, or both.2476
2813	2813		(e) If a members' vote does not comply with subsection (a) of this Code section solely2477
2814	2814		because of a failure of a director to comply with subsection (d) of this Code section, and2478
2815	2815		if the director establishes that this failure did not determine and was not intended by him2479
2816	2816		or her to influence the outcome of the vote, the court may, with or without further2480
2817	2817		proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861, take such2481
2818	2818		action respecting the transaction and the director, and give such effect, if any, to the2482
2819	2819		members' vote, as it considers appropriate in the circumstances.2483 23 LC 36 5426
2820	2820		S. B. 148
2821	2821		- 101 -
2822	2822		14-3-864.
2823	2823		2484
2824	2824		In a case involving a charitable
2825	2825		corporation described in paragraph (2) of subsection (a) of2485
2826	2826		Code Section 14-3-1302, a transaction that was not the subject of either directors' action2486
2827	2827		under Code Section 14-3-862 or members' action under Code Section 14-3-863 is effective2487
2828	2828		for purposes of paragraph (3) subsection (b) of Code Section 14-3-861 if the transaction2488
2829	2829		is approved by the superior court, in an action in which the Attorney General is joined as2489
2830	2830		a party.2490
2831	2831		14-3-865.2491
2832	2832		(a) As used in this Code section, the term:2492
2833	2833		(1) 'Officer' means a person who is not a director and who is holding an office described2493
2834	2834		in the bylaws of the corporation or appointed by the board of directors in accordance with2494
2835	2835		the bylaws of the corporation.2495
2836	2836		(2) 'Officer's conflicting interest transaction' means any transaction, other than a2496
2837	2837		director's conflicting interest transaction as defined in paragraph (2) of Code Section2497
2838	2838		14-3-860, between a corporation (or a subsidiary of the corporation or any other entity2498
2839	2839		in which the corporation has a controlling interest) and one or more of its officers or2499
2840	2840		between a corporation and a related person of an officer.2500
2841	2841		(3) 'Related person' of an officer shall have the same meaning with respect to an officer2501
2842	2842		that this term has with respect to a director in paragraph (3) of Code Section 14-3-860.2502
2843	2843		(4) 'Required disclosure' with respect to an officer shall have the same meaning as this2503
2844	2844		term has with respect to a director in paragraph (4) of Code Section 14-3-860.2504
2845	2845		(5) 'Time of commitment' shall have the same meaning as in paragraph (5) of Code2505
2846	2846		Section 14-3-860.2506
2847	2847		(b) No officer's conflicting interest transaction shall be void or voidable solely because the2507
2848	2848		officer is present at or participates in the meeting of the board of directors or committee2508
2849	2849		thereof which authorizes the contract or transaction.2509 23 LC 36 5426
2850	2850		S. B. 148
2851	2851		- 102 -
2852	2852		(c) An officer's conflicting interest transaction may not be enjoined, set aside, or give rise
2853	2853		2510
2854	2854		to an award of damages or other sanctions, in an action under the laws of this state
2855	2855		by a2511
2856	2856		member or by or in the right of the corporation or by any other person who otherwise has2512
2857	2857		standing, on the ground of an interest in the transaction of the officer or any person with2513
2858	2858		whom or which he or she has a personal, economic, or other association, if:2514
2859	2859		(1) The transaction was approved by the board of directors after required disclosure;2515
2860	2860		(2) The transaction was approved by the members after required disclosure;2516
2861	2861		(3) The action was approved by the superior court in an action to which the Attorney2517
2862	2862		General was a party; or2518
2863	2863		(4) The transaction, judged in the circumstances at the time of commitment, is2519
2864	2864		established to have been fair to the corporation.2520
2865	2865		Part 72521
2866	2866		14-3-870.2522
2867	2867		(a) A corporation may disclaim, in its articles of incorporation or bylaws or by action of2523
2868	2868		its members or board of directors, any interest of the corporation in, or in being offered, or2524
2869	2869		in excluding directors or officers from taking advantage of or participating in, specific2525
2870	2870		business opportunities or classes or categories of business opportunities that are, have been,2526
2871	2871		or may be in the future presented to the corporation or to one or more of its directors or2527
2872	2872		officers. For purposes of this part, the terms 'director' and 'directors' include a person or2528
2873	2873		persons other than directors to the extent discretion or powers of the board of directors are2529
2874	2874		vested in such person or persons pursuant to Code Section 14-3-801.2530
2875	2875		(b) A director's or officer's taking advantage of, or participating in, directly or indirectly,2531
2876	2876		a specific business opportunity shall not be the subject of equitable relief, or give rise to2532
2877	2877		an award of damages or other sanctions against such director or officer, in a proceeding by2533
2878	2878		a member or by or in the right of the corporation or by any other person who otherwise has2534 23 LC 36 5426
2879	2879		S. B. 148
2880	2880		- 103 -
2881	2881		standing, on the ground that such opportunity should have been first offered to the2535
2882	2882		corporation or that the corporation had an interest in, or in being offered, or in excluding2536
2883	2883		the director or officer from taking advantage of or participating in, such opportunity, to the2537
2884	2884		extent that the corporation has disclaimed any such interest with respect to such business2538
2885	2885		opportunity pursuant to subsection (a) of this Code section, either with respect to the2539
2886	2886		specific business opportunity or with respect to a class or category of business2540
2887	2887		opportunities that includes such opportunity.2541
2888	2888		(c) Action by the members or board of directors of the corporation approving a disclaimer2542
2889	2889		pursuant to subsection (a) of this Code section that applies to a director with respect to a2543
2890	2890		specific past, present, or future business opportunity shall be effective for all purposes if2544
2891	2891		the director brings such opportunity to the attention of the corporation (if such opportunity2545
2892	2892		is not known to the corporation) and:2546
2893	2893		(1) Such disclaimer is approved by qualified directors in compliance with the procedures2547
2894	2894		set forth in Code Section 14-3-862, as if the decision being made concerned a director's2548
2895	2895		conflicting interest transaction;2549
2896	2896		(2) Such disclaimer is approved by members' action taken in compliance with the2550
2897	2897		procedures set forth in Code Section 14-3-863, as if the decision being made concerned2551
2898	2898		a director's conflicting interest transaction; or2552
2899	2899		(3) Such disclaimer is approved by an action by the superior court respecting the2553
2900	2900		transaction taken in compliance with Code Section 14-3-864; except that, rather than2554
2901	2901		making the required disclosure as defined in Code Section 14-3-860, in each case the2555
2902	2902		director shall have made prior disclosure to those approving such disclaimer on behalf2556
2903	2903		of the corporation of all material facts concerning the business opportunity that are then2557
2904	2904		known to the director, subject to subsection (e) of this Code section, and that a 'qualified2558
2905	2905		director' is a director who, at the time action is to be taken under paragraph (1) of this2559
2906	2906		subsection, would be a qualified director under subsection (d) of Code Section 14-3-8622560
2907	2907		if the business opportunity were a director's conflicting interest transaction.2561 23 LC 36 5426
2908	2908		S. B. 148
2909	2909		- 104 -
2910	2910		(d) Action by the board of directors or members of the corporation approving a disclaimer2562
2911	2911		pursuant to subsection (a) of this Code section that applies to an officer with respect to a2563
2912	2912		specific past, present, or future business opportunity shall be effective for all purposes if2564
2913	2913		the officer brings such opportunity to the attention of the corporation (if such opportunity2565
2914	2914		is not known to the corporation) and such disclaimer is approved by the board of directors2566
2915	2915		or members in compliance with the procedures set forth in Code Section 14-3-865, as if the2567
2916	2916		decision being made concerned an officer's conflicting interest transaction, except that,2568
2917	2917		rather than making the required disclosure as defined in Code Section 14-3-865, in each2569
2918	2918		case the officer shall have made prior disclosure to those approving such disclaimer on2570
2919	2919		behalf of the corporation of all material facts concerning the business opportunity that are2571
2920	2920		then known to the officer, subject to subsection (e) of this Code section.2572
2921	2921		(e) Notwithstanding subsection (c) or (d) of this Code section, a director or officer is not2573
2922	2922		obligated to make prior disclosure to those approving a disclaimer on behalf of the2574
2923	2923		corporation pursuant to subsection (c) or (d) of this Code section of all material facts2575
2924	2924		concerning the business opportunity subject to such disclaimer that are then known to the2576
2925	2925		director or officer to the extent that the director or officer reasonably believes that doing2577
2926	2926		so would violate a duty imposed under law, a legally enforceable obligation of2578
2927	2927		confidentiality, or a professional ethics rule, provided that such director or officer discloses2579
2928	2928		to those acting on behalf of the corporation:2580
2929	2929		(1) All information required to be disclosed that is not so violative; and2581
2930	2930		(2) The nature of the director's or officer's duty not to disclose the confidential2582
2931	2931		information.2583
2932	2932		(f) In any proceeding seeking equitable relief or other remedies based upon an alleged2584
2933	2933		improper taking advantage of or participation in a business opportunity by a director or2585
2934	2934		officer, directly or indirectly, the fact that the director or officer did not employ the2586
2935	2935		procedures described in this Code section before taking advantage of the opportunity shall2587
2936	2936		not:2588 23 LC 36 5426
2937	2937		S. B. 148
2938	2938		- 105 -
2939	2939		(1) Create an inference that the opportunity should have been first presented to the2589
2940	2940		corporation; that the corporation had an interest in, or in being offered, or in excluding2590
2941	2941		the director or officer from taking advantage of or participating in, such opportunity; or2591
2942	2942		that the director or officer has or will have appropriated the opportunity in violation of2592
2943	2943		his or her duties by taking advantage of or participating in the opportunity; or2593
2944	2944		(2) Alter the burden of proof otherwise applicable to establish that the director or officer2594
2945	2945		breached a duty to the corporation in the circumstances.2595
2946	2946		ARTICLE 92596
2947	2947		RESERVED2597
2948	2948		ARTICLE 102598
2949	2949		Part 12599
2950	2950		14-3-1001.2600
2951	2951		(a) A corporation may amend its articles of incorporation at any time to add or change a2601
2952	2952		provision that is required or permitted in the articles or to delete a provision not required2602
2953	2953		in the articles. Whether a provision is required or permitted in the articles is determined2603
2954	2954		as of the effective date of the amendment.2604
2955	2955		(b) Except as provided in the articles of incorporation, a member of a corporation does not2605
2956	2956		have a vested property right resulting from any provision in the articles, including2606
2957	2957		provisions relating to management, control, purpose, or duration of the corporation.2607
2958	2958		(c) Subsection (b) of this Code section shall not apply to vested real property rights of2608
2959	2959		members of a corporation, including a property owners' association, established pursuant2609
2960	2960		to a recorded declaration of covenants or any other recorded agreement between the2610
2961	2961		corporation and all of its members.2611 23 LC 36 5426
2962	2962		S. B. 148
2963	2963		- 106 -
2964	2964		14-3-1002.
2965	2965		2612
2966	2966		If a corporation has no members or no members entitled to vote thereon, its incorporators2613
2967	2967		until directors have been chosen and thereafter its board of directors may adopt one or more2614
2968	2968		amendments to the corporation's articles subject to any approval required pursuant to Code2615
2969	2969		Sections 14-3-1030 and 14-3-1041.2616
2970	2970		14-3-1003.2617
2971	2971		If the articles or bylaws require a vote of the members:2618
2972	2972		(1) Unless the articles provide otherwise, a corporation's board of directors may adopt2619
2973	2973		one or more of the following amendments to the corporation's articles without member2620
2974	2974		action:2621
2975	2975		(A) To extend the duration of the corporation if it was incorporated at a time when2622
2976	2976		limited duration was required by law;2623
2977	2977		(B) To delete the names and addresses of the initial directors;2624
2978	2978		(C) To delete the name and address of the initial registered agent or registered office,2625
2979	2979		if an annual registration is on file with the Secretary of State;2626
2980	2980		(D) To change the corporate name; or2627
2981	2981		(E) To make any other change expressly permitted by this chapter to be made without2628
2982	2982		member action;2629
2983	2983		(2) If there are members required to vote thereon, to adopt an amendment to a2630
2984	2984		corporation's articles:2631
2985	2985		(A) The board of directors must recommend the amendment to the members unless the2632
2986	2986		board of directors elects, because of a conflict of interest or other special circumstances,2633
2987	2987		to make no recommendation and communicates the basis for its election to the members2634
2988	2988		with the amendment;2635
2989	2989		(B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to2636
2990	2990		paragraph (3) of this Code section), or the board of directors (acting pursuant to2637 23 LC 36 5426
2991	2991		S. B. 148
2992	2992		- 107 -
2993	2993		paragraph (4) of this Code section) require a greater vote or voting by class, the
2994	2994		2638
2995	2995		members entitled to vote on the amendment must approve the amendment by two-thirds2639
2996	2996		of the votes cast or a majority of the voting power, whichever is less; and2640
2997	2997		(C) Any person or persons whose approval is required by a provision of the articles or2641
2998	2998		bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the2642
2999	2999		amendment in writing;2643
3000	3000		(3) The members may condition the amendment's adoption on any basis;2644
3001	3001		(4) The board may condition its submission of the proposed amendment on any basis;2645
3002	3002		(5) The corporation shall give notice to its members of the proposed membership2646
3003	3003		meeting in writing in accordance with Code Section 14-3-705
3004	3004		14-3-704. The notice must2647
3005	3005		state that the purpose, or one of the purposes, of the meeting is to consider the proposed2648
3006	3006		amendment and contain or be accompanied by a copy or summary of the amendment; and2649
3007	3007		(6) If the amendment is submitted to the members for approval by written consent or2650
3008	3008		written ballot, the material soliciting the approval shall contain or be accompanied by a2651
3009	3009		copy or summary of the amendment.2652
3010	3010		14-3-1004.2653
3011	3011		If the articles or bylaws provide for voting by classes of members, then unless the articles2654
3012	3012		or bylaws provide otherwise:2655
3013	3013		(1) The members of a class are entitled to vote as a class on a proposed amendment to2656
3014	3014		the articles if the amendment would change the rights of that class as to voting in a2657
3015	3015		different manner than such amendment would affect another class or members of another2658
3016	3016		class;2659
3017	3017		(2) If a class is to be divided into two or more classes as a result of an amendment to the2660
3018	3018		articles, the amendment must be approved by the members of each class that would be2661
3019	3019		created by the amendment; and2662 23 LC 36 5426
3020	3020		S. B. 148
3021	3021		- 108 -
3022	3022		(3) If a class vote is required to approve an amendment to the articles, the amendment
3023	3023		2663
3024	3024		must be approved by the members of the class by two-thirds of the votes cast by the class2664
3025	3025		or a majority of the voting power of the class, whichever is less.2665
3026	3026		14-3-1005.2666
3027	3027		A corporation amending its articles shall deliver to the Secretary of State for filing articles2667
3028	3028		of amendment setting forth:2668
3029	3029		(1) The name of the corporation;2669
3030	3030		(2) The text of each amendment adopted;2670
3031	3031		(3) The date of each amendment's adoption;2671
3032	3032		(4) If approval of members was not required, a statement to that effect and a statement2672
3033	3033		that the amendment was approved by a sufficient vote of the board of directors or2673
3034	3034		incorporators;2674
3035	3035		(5) If approval by members was required, a statement that the amendment was duly2675
3036	3036		approved by the members in accordance with the provisions of Code Section 14-3-1003;2676
3037	3037		and2677
3038	3038		(6) If approval of the amendment by some person or persons other than the members, the2678
3039	3039		board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041,2679
3040	3040		a statement that the approval was obtained.2680
3041	3041		14-3-1005.1.2681
3042	3042		(a) Together with the articles of amendment which change the name of the corporation,2682
3043	3043		the corporation shall deliver to the Secretary of State an undertaking, which may appear2683
3044	3044		in the articles of amendment or be set forth in a letter or other instrument executed by an2684
3045	3045		incorporator or any person authorized to act on behalf of the corporation, to publish a2685
3046	3046		notice of the filing of the articles of amendment as required by subsection (b) of this Code2686
3047	3047		section.2687 23 LC 36 5426
3048	3048		S. B. 148
3049	3049		- 109 -
3050	3050		(b) No later than the next business day following the delivery of the articles of amendment
3051	3051		2688
3052	3052		and certificate as provided in subsection (a) of this Code section, the corporation shall mail2689
3053	3053		or deliver to the publisher of a newspaper which is the official organ of the county where2690
3054	3054		the registered office of the corporation is located or which is the newspaper of general2691
3055	3055		circulation published within such county whose most recently published annual statement2692
3056	3056		of ownership and circulation reflects a minimum of 60 percent paid circulation a request2693
3057	3057		to publish a notice in substantially the following form:2694
3058	3058		'NOTICE OF CHANGE OF CORPORATE NAME2695
3059	3059		Notice is given that articles of amendment which will change the name of2696
3060	3060		_______________________ (present corporate name) to _______________________2697
3061	3061		(proposed corporate name) have been delivered to the Secretary of State for filing in2698
3062	3062		accordance with the Georgia Nonprofit Corporation Code. The registered office of the2699
3063	3063		corporation is located at _______________________ (address of registered office).'2700
3064	3064		The request for publication of the notice shall be accompanied by a check, draft, or money2701
3065	3065		order in the amount of $40.00 in payment for the cost of publication. The notice shall be2702
3066	3066		published once a week for two consecutive weeks commencing within ten days after2703
3067	3067		receipt of the notice by the newspaper. Failure on the part of the corporation to mail or2704
3068	3068		deliver the notice or payment therefor or failure on the part of the newspaper to publish the2705
3069	3069		notice in compliance with this subsection shall not invalidate the articles of amendment or2706
3070	3070		the change of the name of the corporation.2707
3071	3071		14-3-1006.2708
3072	3072		(a) A corporation's board of directors may restate its articles of incorporation at any time2709
3073	3073		with or without approval by members or any other person.2710
3074	3074		(b) The restatement may include one or more amendments to the articles. If the2711
3075	3075		restatement includes an amendment requiring approval by the members or any other2712 23 LC 36 5426
3076	3076		S. B. 148
3077	3077		- 110 -
3078	3078		person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or
3079	3079		2713
3080	3080		14-3-1041.2714
3081	3081		(c) If the board seeks to have the restatement approved by the members at a membership2715
3082	3082		meeting, the corporation shall notify each of its members of the proposed membership2716
3083	3083		meeting in writing in accordance with Code Section 14-3-705
3084	3084		14-3-704. The notice must2717
3085	3085		also state that the purpose, or one of the purposes, of the meeting is to consider the2718
3086	3086		proposed restatement and contain or be accompanied by a copy of the restatement that2719
3087	3087		identifies any amendments or other change it would make in the articles or contain or be2720
3088	3088		accompanied by a full and complete summary of any such amendment or other change.2721
3089	3089		(d) If the board seeks to have the restatement approved by the members by written consent2722
3090	3090		or written ballot, the material soliciting the approval shall contain or be accompanied by2723
3091	3091		a copy of the restatement that identifies any amendments or other change it would make2724
3092	3092		in the articles or contain or be accompanied by a full and complete summary of any such2725
3093	3093		amendment or other change.2726
3094	3094		(e) A corporation restating its articles of incorporation shall deliver to the Secretary of2727
3095	3095		State for filing articles of restatement setting forth the name of the corporation and the text2728
3096	3096		of the restated articles of incorporation, including or accompanied by a certificate setting2729
3097	3097		forth the following information:2730
3098	3098		(1) Whether the restatement contains an amendment to the articles requiring approval by2731
3099	3099		the members or any other person other than the board of directors and, if it does not, that2732
3100	3100		the board of directors adopted the restatement; or2733
3101	3101		(2) If the restatement contains an amendment to the articles requiring approval by the2734
3102	3102		members, the information required by Code Section 14-3-1005; and2735
3103	3103		(3) If the restatement contains an amendment to the articles requiring approval by a2736
3104	3104		person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041,2737
3105	3105		a statement that such approval was obtained.2738 23 LC 36 5426
3106	3106		S. B. 148
3107	3107		- 111 -
3108	3108		(f) Duly adopted restated articles of incorporation supersede the original articles of
3109	3109		2739
3110	3110		incorporation and all amendments to them.2740
3111	3111		(g) The Secretary of State may certify restated articles of incorporation, as the articles of2741
3112	3112		incorporation currently in effect, without including any certificate filed pursuant to2742
3113	3113		subsection (e) of this Code section.2743
3114	3114		14-3-1007.2744
3115	3115		(a) A corporation's articles may be amended without board approval or approval by the2745
3116	3116		members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry2746
3117	3117		out a plan of reorganization ordered or decreed by a court of competent jurisdiction under2747
3118	3118		federal statute if the articles after amendment contain only provisions required or permitted2748
3119	3119		by Code Section 14-3-202.2749
3120	3120		(b) The individual or individuals designated by the court shall deliver to the Secretary of2750
3121	3121		State articles of amendment setting forth:2751
3122	3122		(1) The name of the corporation;2752
3123	3123		(2) The text of each amendment approved by the court;2753
3124	3124		(3) The date of the court's order or decree approving the articles of amendment;2754
3125	3125		(4) The title of the reorganization proceeding in which the order or decree was entered;2755
3126	3126		and2756
3127	3127		(5) A statement that the court had jurisdiction of the proceeding under federal statute.2757
3128	3128		(c) This Code section does not apply after entry of a final decree in the reorganization2758
3129	3129		proceeding even though the court retains jurisdiction of the proceeding for limited purposes2759
3130	3130		unrelated to consummation of the reorganization plan.2760
3131	3131		14-3-1008.2761
3132	3132		An amendment to the articles of incorporation does not affect a cause of action existing2762
3133	3133		against or in favor of the corporation, a proceeding to which the corporation is a party, any2763 23 LC 36 5426
3134	3134		S. B. 148
3135	3135		- 112 -
3136	3136		requirement or limitation imposed upon the corporation or any property held by it by virtue
3137	3137		2764
3138	3138		of any trust upon which such property is held by the corporation, or the existing rights of2765
3139	3139		persons other than members of the corporation. An amendment changing a corporation's2766
3140	3140		name does not abate a proceeding brought by or against the corporation in its former name.2767
3141	3141		Part 22768
3142	3142		14-3-1020.2769
3143	3143		If a corporation has no members or no members entitled to vote thereon, its incorporators2770
3144	3144		until the organizational meeting of directors and thereafter its board of directors may adopt2771
3145	3145		one or more amendments to the corporation's bylaws subject to any approval required2772
3146	3146		pursuant to Code Sections 14-3-1030 and 14-3-1041. The corporation shall require notice
3147	3147		2773
3148	3148		of any meeting of directors at which an amendment is to be approved. Such notice shall2774
3149	3149		be provided in accordance with Code Section 14-3-822.2775
3150	3150		14-3-1021.2776
3151	3151		(a) To adopt an amendment to a corporation's bylaws if there are members required to vote2777
3152	3152		thereon:2778
3153	3153		(1) The board of directors must recommend the amendment to the members unless the2779
3154	3154		board of directors elects, because of a conflict of interest or other special circumstances,2780
3155	3155		to make no recommendation and communicates the basis for its election to the members2781
3156	3156		with the amendment;2782
3157	3157		(2) Unless this chapter, the articles, the bylaws, the members (acting pursuant to2783
3158	3158		subsection (b) of this Code section), or the board of directors (acting pursuant to2784
3159	3159		subsection (c) of this Code section) require a greater vote or voting by class, the members2785
3160	3160		entitled to vote on the amendment must approve the amendment by two-thirds of the2786
3161	3161		votes cast or a majority of the voting power, whichever is less; and2787 23 LC 36 5426
3162	3162		S. B. 148
3163	3163		- 113 -
3164	3164		(3) Any person or persons whose approval is required by a provision of the articles or
3165	3165		2788
3166	3166		bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the2789
3167	3167		amendment in writing.2790
3168	3168		(b) The members may condition the amendment's adoption on any basis.2791
3169	3169		(c) The board may condition its submission of the proposed amendment on any basis.2792
3170	3170		(d) The corporation shall give notice to its members of the proposed membership meeting2793
3171	3171		in writing in accordance with Code Section 14-3-705
3172	3172		14-3-704. The notice must also state2794
3173	3173		that the purpose, or one of the purposes, of the meeting is to consider the proposed2795
3174	3174		amendment and contain or be accompanied by a copy or summary of the amendment.2796
3175	3175		(e) If the amendment is submitted to the members for approval by written consent or2797
3176	3176		written ballot, the material soliciting the approval shall contain or be accompanied by a2798
3177	3177		copy or summary of the amendment.2799
3178	3178		14-3-1022.2800
3179	3179		If the articles or bylaws provide for voting by classes of members, then unless the articles2801
3180	3180		or bylaws provide otherwise:2802
3181	3181		(1) The members of a class are entitled to vote as a class on a proposed amendment to2803
3182	3182		the bylaws if the amendment would change the rights of that class as to voting in a2804
3183	3183		different manner than such amendment would affect another class or members of another2805
3184	3184		class;2806
3185	3185		(2) If a class is to be divided into two or more classes as a result of an amendment to the2807
3186	3186		bylaws, the amendment must be approved by the members of each class that would be2808
3187	3187		created by the amendment; and2809
3188	3188		(3) If a class vote is required to approve an amendment to the bylaws, the amendment2810
3189	3189		must be approved by the members of the class by two-thirds of the votes cast by the class2811
3190	3190		or a majority of the voting power of the class, whichever is less.2812 23 LC 36 5426
3191	3191		S. B. 148
3192	3192		- 114 -
3193	3193		Part 3
3194	3194		2813
3195	3195		14-3-1030.2814
3196	3196		The articles or the bylaws may require an amendment to the articles or bylaws to be2815
3197	3197		approved in writing by a specified person or persons other than the board. Such an article2816
3198	3198		or bylaw provision may only be amended with the approval in writing of such person or2817
3199	3199		persons.2818
3200	3200		Part 42819
3201	3201		14-3-1040.2820
3202	3202		A corporation organized under this chapter may amend its articles of incorporation to2821
3203	3203		provide that the corporation shall operate as a for profit business corporation.2822
3204	3204		14-3-1041.2823
3205	3205		(a) A charitable
3206	3206		corporation described in paragraph (2) of subsection (a) of Code Section2824
3207	3207		14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-10402825
3208	3208		only:2826
3209	3209		(1) Upon the prior approval of the superior court in a proceeding in which the Attorney2827
3210	3210		General has been given notice; or2828
3211	3211		(2) If on or before the effective date of the amendment:2829
3212	3212		(A) Assets with a value equal to the greater of the fair market value of the net tangible2830
3213	3213		and intangible assets (including good will) of the corporation, or the fair market value2831
3214	3214		of the corporation if it were to be operated as a business concern, are transferred or2832
3215	3215		conveyed to one or more persons who would have received its assets under subsection2833
3216	3216		(b) of Code Section 14-3-1403 had it dissolved;2834 23 LC 36 5426
3217	3217		S. B. 148
3218	3218		- 115 -
3219	3219		(B) It shall return, transfer, or convey any assets held by it upon condition requiring
3220	3220		2835
3221	3221		return, transfer, or conveyance, which condition occurs by reason of the amendment,2836
3222	3222		in accordance with such condition; and2837
3223	3223		(C) The amendment is approved by a majority of the directors of the corporation who2838
3224	3224		are not and will not become shareholders in, or officers, employees, agents, or2839
3225	3225		consultants of,
3226	3226		the corporation following the effective date of the amendment.2840
3227	3227		(b) At least 30 days before the filing of any amendment described in Code Section2841
3228	3228		14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the2842
3229	3229		proposed amendment shall be delivered to the Attorney General.2843
3230	3230		(c) Without the prior written consent of the superior court in a proceeding of which the2844
3231	3231		Attorney General has been given notice, no member, director, or officer of a corporation2845
3232	3232		described in subsection (a) of this Code section may receive or keep anything as a result2846
3233	3233		of an amendment described in Code Section 14-3-1040. The court shall approve the2847
3234	3234		transaction if it is in the public interest.2848
3235	3235		14-3-1042.2849
3236	3236		From and after the effective date of any amendment described in Code Section 14-3-1040,2850
3237	3237		the corporation shall be subject to and governed by the provisions of Chapter 2 of this title,2851
3238	3238		the 'Georgia Business Corporation Code.'2852
3239	3239		ARTICLE 112853
3240	3240		14-3-1101.2854
3241	3241		(a) Subject to the limitations set forth in Code Section 14-3-1102, one One or more2855
3242	3242		corporations may merge into another corporation if the plan of merger is approved as2856
3243	3243		provided in Code Section 14-3-1103 entity or entities, whether foreign or domestic, if the2857
3244	3244		plan of merger is approved for the corporation or corporations as provided in Code Section2858 23 LC 36 5426
3245	3245		S. B. 148
3246	3246		- 116 -
3247	3247		14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and2859
3248	3248		restrictions set forth in this article. In addition:2860
3249	3249		(1) If one or more of the corporations is a charitable corporation, each corporation must2861
3250	3250		comply with Code Section 14-3-1102;2862
3251	3251		(2) If a foreign corporation or foreign business corporation is a party to a merger2863
3252	3252		authorized by this article, each corporation and each foreign corporation and foreign2864
3253	3253		business corporation must comply with Code Section 14-3-1106; and2865
3254	3254		(3) If an entity other than a foreign corporation or foreign business corporation is a party2866
3255	3255		to a merger authorized by this article, each corporation and each other entity must comply2867
3256	3256		with Code Section 14-3-1108.2868
3257	3257		(b) The plan of merger for any merger authorized by this article must set forth:2869
3258	3258		(1) The name of each corporation planning to merge and the name of the surviving2870
3259	3259		corporation into which each plans to merge;2871
3260	3260		(2) The terms and conditions of the planned merger; and2872
3261	3261		(3) The manner and basis, if any, of converting the memberships of each corporation and2873
3262	3262		the obligations, memberships, or other securities of each other entity into obligations,2874
3263	3263		memberships, or other securities of the surviving or any other corporation or entity or into2875
3264	3264		cash or other property in whole or in part.2876
3265	3265		(c) The plan of merger may set forth:2877
3266	3266		(1) Amendments to the articles of incorporation of the surviving corporation; and2878
3267	3267		(2) Other provisions relating to the merger.2879
3268	3268		(d) Any of the terms of the plan of merger may be made dependent upon facts2880
3269	3269		ascertainable outside of the plan of merger, provided that the manner in which such facts2881
3270	3270		shall operate upon the terms of the merger is clearly and expressly set forth in the plan of2882
3271	3271		merger. As used in this subsection, the term 'facts' includes, but is not limited to, the2883
3272	3272		occurrence of any event, including a determination or action by any person or body,2884
3273	3273		including the corporation.2885 23 LC 36 5426
3274	3274		S. B. 148
3275	3275		- 117 -
3276	3276		14-3-1102.
3277	3277		2886
3278	3278		(a) Without the prior approval of the superior court in a proceeding of which the Attorney
3279	3279		2887
3280	3280		General has been given written notice, a A charitable corporation described in paragraph2888
3281	3281		(2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign2889
3282	3282		corporation or other entity, provided that without the prior approval of the superior court2890
3283	3283		so long as notice is provided to the Attorney General pursuant to subsection (b) of this2891
3284	3284		Code section and:2892
3285	3285		(1) The corporation or entity which is the surviving corporation or entity is a charitable2893
3286	3286		corporation or entity described in paragraph (2) of subsection (a) in Code Section2894
3287	3287		14-3-1302 after the merger; or2895
3288	3288		(2)(A) On or prior to the effective date of the merger, assets with a value equal to the2896
3289	3289		greater of the fair market value of the net tangible and intangible assets including good2897
3290	3290		will of the corporation or the fair market value of the corporation if it were to be2898
3291	3291		operated as a business concern are transferred or conveyed to one or more persons who2899
3292	3292		would have received its assets under subsection (b) of Code Section 14-3-1403 had it2900
3293	3293		dissolved;2901
3294	3294		(B) It shall return, transfer, or convey any assets held by it upon condition requiring2902
3295	3295		return, transfer, or conveyance, which condition occurs by reason of the merger, in2903
3296	3296		accordance with such condition; and2904
3297	3297		(C) The merger is approved by a majority of directors of the corporation who are not2905
3298	3298		and will not become members or shareholders in or officers, employees, agents, or2906
3299	3299		consultants of the surviving corporation or entity.2907
3300	3300		(b) At least 30 days before consummation of any merger of a corporation pursuant to2908
3301	3301		paragraph (2) of subsection (a) of this Code section, notice, including a copy of the2909
3302	3302		proposed plan of merger, must be delivered to the Attorney General.2910
3303	3303		(c) Without the prior approval of the superior court in a proceeding in which the Attorney2911
3304	3304		General has been given notice, no No member of a charitable corporation described in2912 23 LC 36 5426
3305	3305		S. B. 148
3306	3306		- 118 -
3307	3307		paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything2913
3308	3308		as a result of a merger other than membership in the surviving corporation or entity without2914
3309	3309		the prior approval of the superior court in a proceeding in which the Attorney General is2915
3310	3310		provided notice. The court shall approve the transaction if it is in the public interest.2916
3311	3311		(d) For purposes of this Code section, the definitions contained in Code Section 14-3-11082917
3312	3312		shall be applicable.2918
3313	3313		14-3-1103.2919
3314	3314		(a) Unless this chapter, the articles, the bylaws, or the board of directors or members acting2920
3315	3315		pursuant to subsection (c) of this Code section require a greater vote or voting by class, a2921
3316	3316		plan of merger to be authorized must be approved:2922
3317	3317		(1) By the board;2923
3318	3318		(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting2924
3319	3319		power, whichever is less; and2925
3320	3320		(3) In writing by any person or persons whose approval is required by a provision of the2926
3321	3321		articles authorized by Code Section 14-3-1030 for an amendment to the articles or2927
3322	3322		bylaws.2928
3323	3323		(b) If the corporation does not have members, the merger must be approved by a majority2929
3324	3324		of the directors in office at the time the merger is approved. In addition, the corporation2930
3325	3325		shall provide notice of any directors' meeting at which such approval is to be obtained in2931
3326	3326		accordance with subsection (b) of Code Section 14-3-822. The notice must also state that2932
3327	3327		the purpose, or one of the purposes, of the meeting is to consider the proposed merger.2933
3328	3328		(c) The board may condition its submission of the proposed merger, and the members may2934
3329	3329		condition their approval of the merger, on receipt of a higher percentage of affirmative2935
3330	3330		votes or on any other basis.2936
3331	3331		(d) If the board seeks to have the plan approved by the members at a membership meeting,2937
3332	3332		the corporation shall give notice to its members of the proposed membership meeting in2938 23 LC 36 5426
3333	3333		S. B. 148
3334	3334		- 119 -
3335	3335		accordance with Code Section 14-3-705 14-3-704. The notice must also state that the2939
3336	3336		purpose, or one of the purposes, of the meeting is to consider the plan of merger and2940
3337	3337		contain or be accompanied by a copy or summary of the plan. The copy or summary of the2941
3338	3338		plan for members of the surviving corporation shall include any provision that, if contained2942
3339	3339		in a proposed amendment to the articles of incorporation or bylaws, would entitle members2943
3340	3340		to vote on the provision. The copy or summary of the plan for members of the2944
3341	3341		disappearing nonsurviving corporation shall include a copy or summary of the articles and2945
3342	3342		bylaws that will be in effect immediately after the merger takes effect.2946
3343	3343		(e) If the board seeks to have the plan approved by the members by consent or ballot in2947
3344	3344		writing or electronic transmission, the material soliciting the approval shall contain or be2948
3345	3345		accompanied by a copy or summary of the plan. The copy or summary of the plan for2949
3346	3346		members of the surviving corporation shall include any provision that, if contained in a2950
3347	3347		proposed amendment to the articles of incorporation or bylaws, would entitle members to2951
3348	3348		vote on the provision. The copy or summary of the plan for members of the disappearing2952
3349	3349		nonsurviving corporation shall include a copy or summary of the articles and bylaws that2953
3350	3350		will be in effect immediately after the merger takes effect.2954
3351	3351		(f) Voting by a class of members is required on a plan of merger if the plan contains a2955
3352	3352		provision that, if contained in a proposed amendment to articles of incorporation or bylaws,2956
3353	3353		would entitle the class of members to vote as a class on the proposed amendment under2957
3354	3354		Code Section 14-3-1004 or 14-3-1022. The plan is approved by a class of members by2958
3355	3355		two-thirds of the votes cast by the class or a majority of the voting power of the class,2959
3356	3356		whichever is less.2960
3357	3357		(g) After a merger is adopted, and at any time before articles of merger are filed, the2961
3358	3358		planned merger may be abandoned (subject to any contractual rights) without further action2962
3359	3359		by members or other persons who approved the plan in accordance with the procedure set2963
3360	3360		forth in the plan of merger or, if none is set forth, in the manner determined by the board2964
3361	3361		of directors.2965 23 LC 36 5426
3362	3362		S. B. 148
3363	3363		- 120 -
3364	3364		14-3-1104.
3365	3365		2966
3366	3366		(a) After a plan of merger is approved by the board of directors, and, if required by Code2967
3367	3367		Section 14-3-1103, by the members and any other persons, and notices have been provided
3368	3368		2968
3369	3369		and approvals obtained in accordance with this article, the surviving corporation or entity2969
3370	3370		shall deliver to the Secretary of State for filing articles of merger setting forth:2970
3371	3371		(1) The plan of merger;2971
3372	3372		(2) If approval of members was not required, a statement to that effect and a statement2972
3373	3373		that the plan was approved by a sufficient vote of the board of directors;2973
3374	3374		(3) If approval by members was required:2974
3375	3375		(A) The designation, number of memberships outstanding, number of votes entitled to2975
3376	3376		be cast by each class entitled to vote separately on the plan, and number of votes of2976
3377	3377		each class indisputably voting on the plan; and2977
3378	3378		(B) Either the total number of votes cast for and against the plan by each class entitled2978
3379	3379		to vote separately on the plan or the total number of undisputed votes cast for the plan2979
3380	3380		by each class and a statement that the number cast for the plan by each class was2980
3381	3381		sufficient for approval by that class;2981
3382	3382		(4) If approval of the plan by some person or persons other than the members or the2982
3383	3383		board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103,2983
3384	3384		a statement that the approval was obtained; and2984
3385	3385		(5) If approval of the shareholders of one or more corporations or entities party to the2985
3386	3386		merger was required, a statement that the merger was duly approved by the shareholders.2986
3387	3387		(b) In lieu of filing articles of merger that set forth the plan of merger, the surviving2987
3388	3388		corporation or entity may deliver to the Secretary of State for filing a certificate of merger2988
3389	3389		which sets forth:2989
3390	3390		(1) The name and state of incorporation of each corporation or entity which is merging2990
3391	3391		and the name of the surviving corporation or entity into which each other corporation or2991
3392	3392		entity is merging;2992 23 LC 36 5426
3393	3393		S. B. 148
3394	3394		- 121 -
3395	3395		(2) Any amendments to the articles of incorporation or governing agreements of the
3396	3396		2993
3397	3397		surviving corporation or entity;2994
3398	3398		(3) That the executed plan of merger is on file at the principal place of business of the2995
3399	3399		surviving corporation or entity, stating the address thereof;2996
3400	3400		(4) That a copy of the plan of merger will be furnished by the surviving corporation or2997
3401	3401		entity, on request and without cost, to any member or shareholder of any corporation or2998
3402	3402		entity that is a party to the merger;2999
3403	3403		(5) If approval of members was not required, a statement to that effect and a statement3000
3404	3404		that the plan was approved by a sufficient vote of the board of directors;3001
3405	3405		(6) If approval by members was required:3002
3406	3406		(A) The designation, number of memberships outstanding, number of votes entitled to3003
3407	3407		be cast by each class entitled to vote separately on the plan, and number of votes of3004
3408	3408		each class indisputably voting on the plan; and3005
3409	3409		(B) Either the total number of votes cast for and against the plan by each class entitled3006
3410	3410		to vote separately on the plan or the total number of undisputed votes cast for the plan3007
3411	3411		by each class and a statement that the number cast for the plan by each class was3008
3412	3412		sufficient for approval by that class;3009
3413	3413		(7) If approval of the plan by some person or persons other than the members or the3010
3414	3414		board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103,3011
3415	3415		a statement that the approval was obtained; and3012
3416	3416		(8) If approval of the shareholders of one or more corporations or entities party to the3013
3417	3417		merger was required, a statement that the merger was duly approved by the shareholders.3014
3418	3418		(c) Unless a delayed effective date is specified, a merger takes effect when the articles or3015
3419	3419		certificate of merger is filed.3016
3420	3420		(d) For purposes of this Code section, the definitions contained in Code Section 14-3-1108
3421	3421		3017
3422	3422		shall be applicable.3018 23 LC 36 5426
3423	3423		S. B. 148
3424	3424		- 122 -
3425	3425		14-3-1104.1.
3426	3426		3019
3427	3427		(a) Together with the articles or certificate of merger, the surviving corporation or entity3020
3428	3428		shall deliver to the Secretary of State an undertaking which may appear in the articles or3021
3429	3429		certificate of merger or be set forth in a letter or other instrument executed by an officer or3022
3430	3430		any person authorized to act on behalf of such corporation or entity that the request for3023
3431	3431		publication of a notice of filing the articles or certificate of merger and payment therefor3024
3432	3432		will be made as required by subsection (b) of this Code section.3025
3433	3433		(b) No later than the next business day after filing the articles or certificate of merger, the3026
3434	3434		surviving corporation or entity shall mail or deliver to the publisher of a newspaper which3027
3435	3435		is the official organ of the county where the registered office of the surviving corporation3028
3436	3436		or entity is to be located, if the surviving corporation or entity will be required to maintain3029
3437	3437		a registered office in Georgia, or where the registered office of the merging corporation or3030
3438	3438		entity was located prior to the merger in any other case, or which is a newspaper of general3031
3439	3439		circulation published within such county whose most recently published annual statement3032
3440	3440		of ownership and circulation reflects a minimum of 60 percent paid circulation a request3033
3441	3441		to publish a notice in substantially the following form:3034
3442	3442		'NOTICE OF MERGER3035
3443	3443		Notice is given that articles or a certificate of merger which will effect a merger by and3036
3444	3444		between (or among) __________ (name and state of incorporation or organization of each3037
3445	3445		constituent corporation or entity) will be delivered to the Secretary of State for filing in3038
3446	3446		accordance with the Georgia Nonprofit Corporation Code. The name of the surviving3039
3447	3447		corporation (or other entity) in the merger will be ________, a corporation (or other3040
3448	3448		entity) incorporated (organized pursuant to the laws of) in the State of ________. The3041
3449	3449		registered office of such corporation (name of type of entity) (is) (will be) located at3042
3450	3450		__________ (address of registered office) and its registered (agent) (agents) at such3043
3451	3451		address (is) (are) __________ (name or names of agent or agents).'3044 23 LC 36 5426
3452	3452		S. B. 148
3453	3453		- 123 -
3454	3454		The request for publication of the notice shall be accompanied by a check, draft, or money
3455	3455		3045
3456	3456		order in the amount of $40.00 in payment of the cost of publication. The notice shall be3046
3457	3457		published once a week for two consecutive weeks commencing within ten days after3047
3458	3458		receipt of the notice by the newspaper. Failure on the part of the surviving corporation or3048
3459	3459		entity to mail or deliver the notice or payment therefor or failure on the part of the3049
3460	3460		newspaper to publish the notice in compliance with this subsection shall not invalidate the3050
3461	3461		merger.3051
3462	3462		(c) For purposes of this Code section, the definitions contained in Code Section 14-3-1108
3463	3463		3052
3464	3464		shall be applicable.3053
3465	3465		14-3-1105.3054
3466	3466		(a) When a merger governed by this chapter takes effect:3055
3467	3467		(1) Every other corporation or entity party to the merger merges into the surviving3056
3468	3468		corporation or entity and the separate existence of every corporation except the surviving3057
3469	3469		corporation or entity ceases;3058
3470	3470		(2) The title to all real estate and other property owned by, and every contract right3059
3471	3471		possessed by, each corporation or entity party to the merger is vested in the surviving3060
3472	3472		corporation or entity without reversion or impairment, without further act or deed, and3061
3473	3473		without any conveyance, transfer, or assignment having occurred, subject to any and all3062
3474	3474		conditions to which the property was subject prior to the merger;3063
3475	3475		(3) The surviving corporation or entity has all liabilities and obligations of each3064
3476	3476		corporation or entity party to the merger;3065
3477	3477		(4) A proceeding pending against any corporation or entity party to the merger may be3066
3478	3478		continued as if the merger did not occur or the surviving corporation or entity may be3067
3479	3479		substituted in the proceeding for the corporation or entity whose existence ceased; and3068
3480	3480		(5) The articles of incorporation and bylaws or governing agreements of the surviving3069
3481	3481		corporation or entity are amended to the extent provided in the plan of merger.3070 23 LC 36 5426
3482	3482		S. B. 148
3483	3483		- 124 -
3484	3484		(b) For purposes of this Code section, the definitions contained in Code Section 14-3-11083071
3485	3485		shall be applicable.3072
3486	3486		14-3-1106.3073
3487	3487		(a) Except as provided in Code Section 14-3-1102, one One or more foreign corporations3074
3488	3488		or foreign business corporations may merge with one or more corporations if:3075
3489	3489		(1) The merger is permitted by the law of the state or country under whose law each3076
3490	3490		foreign corporation or foreign business corporation is incorporated and each foreign3077
3491	3491		corporation or foreign business corporation complies with that law in effecting the3078
3492	3492		merger;3079
3493	3493		(2) The foreign corporation or foreign business corporation complies with Code Sections3080
3494	3494		14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and3081
3495	3495		(3) Each corporation complies with the applicable provisions of Code Sections3082
3496	3496		14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with3083
3497	3497		Code Sections 14-3-1104 and 14-3-1104.1.3084
3498	3498		(b) Upon the merger taking effect, the surviving foreign corporation or foreign business3085
3499	3499		corporation, if it does not have a registered agent in this state, shall be deemed to have3086
3500	3500		appointed the Secretary of State as its registered agent for service of process in a3087
3501	3501		proceeding to enforce any obligation of a domestic corporation party to the merger, until3088
3502	3502		such time as it appoints a registered agent in this state.3089
3503	3503		14-3-1107.3090
3504	3504		Any bequest, devise, gift, grant, or promise contained in a will or other instrument of3091
3505	3505		donation, subscription, or conveyance, that is made to a constituent corporation or entity3092
3506	3506		and that takes effect or remains payable after the merger, inures to the surviving3093
3507	3507		corporation or entity unless the will or other instrument otherwise specifically provides.3094 23 LC 36 5426
3508	3508		S. B. 148
3509	3509		- 125 -
3510	3510		14-3-1108.
3511	3511		3095
3512	3512		(a) As used in this Code section and in Code Section 14-3-1107, the term:
3513	3513		3096
3514	3514		(1) 'Entity' includes any business corporation or foreign business corporation, domestic3097
3515	3515		or foreign limited liability company, domestic or foreign joint-stock association, or3098
3516	3516		domestic or foreign limited partnership.3099
3517	3517		(2) 'Governing agreements' includes the articles of incorporation and bylaws of a3100
3518	3518		business corporation, foreign business corporation, corporation or foreign corporation,3101
3519	3519		articles of association or trust agreement or indenture and bylaws of a joint-stock3102
3520	3520		association, articles of organization and operating agreement of a limited liability3103
3521	3521		company, and the certificate of limited partnership and limited partnership agreement of3104
3522	3522		a limited partnership, and agreements serving comparable purposes under the laws of3105
3523	3523		other states or jurisdictions.3106
3524	3524		(3) 'Joint-stock association' includes any association of the kind commonly known as a3107
3525	3525		joint-stock association or joint-stock company and any unincorporated association, trust,3108
3526	3526		or enterprise having members or having outstanding shares of stock or other evidences3109
3527	3527		of financial and beneficial interest therein, whether formed by agreement or under3110
3528	3528		statutory authority or otherwise, but shall not include a corporation, partnership, limited3111
3529	3529		liability partnership, limited liability company, or nonprofit organization. A joint-stock3112
3530	3530		association as defined in this paragraph may be one formed under the laws of this state,3113
3531	3531		including a trust created pursuant to Article 2 of Chapter 12 of Title 53, or one formed3114
3532	3532		under or pursuant to the laws of any other state or jurisdiction.3115
3533	3533		(4) 'Limited liability company' includes limited liability companies formed under the3116
3534	3534		laws of this state or of any other state or territory or the District of Columbia, unless the3117
3535	3535		laws of such other state or jurisdiction forbid the merger of a limited liability company3118
3536	3536		with a corporation.3119 23 LC 36 5426
3537	3537		S. B. 148
3538	3538		- 126 -
3539	3539		(5) 'Limited partnership' includes limited partnerships formed under the laws of this state3120
3540	3540		or of any other state or territory or the District of Columbia, unless the laws of such other3121
3541	3541		state or jurisdiction forbid the merger of a limited partnership with a corporation.3122
3542	3542		(6) 'Share' includes shares, memberships, financial or beneficial interests, units, or3123
3543	3543		proprietary or partnership interests in a business corporation or a foreign business3124
3544	3544		corporation, limited liability company, joint-stock association, or a limited partnership3125
3545	3545		but does not include debt obligations of any entity.3126
3546	3546		(7) 'Shareholder' includes every member of a limited liability company or a joint-stock3127
3547	3547		association that is a party to a merger or holder of a share or other evidence of financial3128
3548	3548		or beneficial interest therein.3129
3549	3549		(b)(a) Subject to the limitations set forth in Code Section Sections 14-3-1101 and3130
3550	3550		14-3-1102, one or more corporations may merge with one or more entities, except an entity3131
3551	3551		formed under the laws of a state or jurisdiction which forbids a merger with a corporation.3132
3552	3552		The corporation or corporations and one or more entities may merge into a single3133
3553	3553		corporation or other entity, which may be any one of the constituent corporations or3134
3554	3554		entities.3135
3555	3555		(c)(b) The board of directors of each merging corporation and the appropriate body of each3136
3556	3556		entity, in accordance with its governing agreements and the laws of the state or jurisdiction3137
3557	3557		under which it was formed, shall adopt a plan of merger in accordance with each3138
3558	3558		corporation's and entity's governing agreements and the laws of the state or jurisdiction3139
3559	3559		under which it was formed, as the case may be.3140
3560	3560		(d) The plan of merger:3141
3561	3561		(1) Must set forth:3142
3562	3562		(A) The name of each corporation and entity planning to merge and the name of the3143
3563	3563		surviving corporation or entity into which each other corporation and entity plans to3144
3564	3564		merge;3145
3565	3565		(B) The terms and conditions of the merger; and3146 23 LC 36 5426
3566	3566		S. B. 148
3567	3567		- 127 -
3568	3568		(C) The manner and basis of converting the shares of each corporation and the shares,3147
3569	3569		memberships, or financial or beneficial interests or units in each of the entities into3148
3570	3570		shares, obligations, or other securities of the surviving or any other corporation or entity3149
3571	3571		or into cash or other property in whole or in part; and3150
3572	3572		(2) May set forth:3151
3573	3573		(A) Amendments to the articles of incorporation or governing agreements of the3152
3574	3574		surviving corporation or entity; and3153
3575	3575		(B) Other provisions relating to the merger.3154
3576	3576		(e) Any of the terms of the plan of merger may be made dependent upon facts3155
3577	3577		ascertainable outside of the plan of merger, provided that the manner in which such facts3156
3578	3578		shall operate upon the terms of the merger is clearly and expressly set forth in the plan of3157
3579	3579		merger. As used in this subsection, the term 'facts' includes, but is not limited to, the3158
3580	3580		occurrence of any event, including a determination or action by any person or body,3159
3581	3581		including the corporation.3160
3582	3582		(f)(c) In the case of any entity, the plan of merger shall be approved in the manner required3161
3583	3583		by its governing agreements and in compliance with any applicable laws of the state or3162
3584	3584		jurisdiction under which it was formed. In addition, each of the corporations shall comply3163
3585	3585		with all other provisions of this chapter which relate to the merger of corporation. Each3164
3586	3586		other entity shall comply with all other provisions of its governing agreements and all3165
3587	3587		provisions of the laws, if any, of the state or jurisdiction in which it was formed which3166
3588	3588		relate to the merger.3167
3589	3589		(g)(d) Each merging corporation shall comply with the requirements of Code Section3168
3590	3590		14-3-1104 entity must comply with Code Sections 14-3-1104 and 14-3-1104.1 if such3169
3591	3591		merging entity is the surviving entity of the merger.3170 23 LC 36 5426
3592	3592		S. B. 148
3593	3593		- 128 -
3594	3594		ARTICLE 11A
3595	3595		3171
3596	3596		14-3-1120.3172
3597	3597		(a) By complying with this Code section, a foreign corporation may become a corporation3173
3598	3598		if the law of the foreign jurisdiction authorizes domestication, redomestication,3174
3599	3599		reincorporation, conversion, or a similar statutory procedure to become a corporation.3175
3600	3600		(b) To become a corporation, a foreign corporation shall elect to become a corporation.3176
3601	3601		Such election shall require such approval as may be sufficient under applicable law or the3177
3602	3602		governing documents of the electing foreign corporation to authorize such election.3178
3603	3603		(c) The election provided for under subsection (b) of this Code section shall be made by3179
3604	3604		delivering to the Secretary of State for filing a certificate of conversion and accompanying3180
3605	3605		articles of incorporation that comply with Code Section 14-3-202. Such certificate shall3181
3606	3606		set forth:3182
3607	3607		(1) The name and jurisdiction of the converting foreign corporation; provided, however,3183
3608	3608		that the name of the converting foreign corporation shall meet the requirements of Code3184
3609	3609		Section 14-3-401, including, but not limited to, situations when the name of the3185
3610	3610		converting foreign corporation is unavailable for use in Georgia or the converting foreign3186
3611	3611		corporation desires to change its name in connection with the conversion;3187
3612	3612		(2) A statement that the converting foreign corporation elects to become a corporation;3188
3613	3613		(3) If later than the date and time the certificate of conversion is filed, the effective date,3189
3614	3614		or the effective date and time, of the conversion;3190
3615	3615		(4) A statement that the election has been approved as required by subsection (b) of this3191
3616	3616		Code section; and3192
3617	3617		(5) A statement that the articles of incorporation accompanying the certificate:3193
3618	3618		(A) Are in the form required by Code Section 14-3-202;3194
3619	3619		(B) Set forth the name of the corporation that satisfies the requirements of Code3195
3620	3620		Section 14-3-401; and3196 23 LC 36 5426
3621	3621		S. B. 148
3622	3622		- 129 -
3623	3623		(C) Are the articles of incorporation of the corporation formed pursuant to such
3624	3624		3197
3625	3625		election unless and until modified in accordance with this chapter.3198
3626	3626		(d) Upon the conversion provided for in this Code section becoming effective:3199
3627	3627		(1) The converting foreign corporation shall become a corporation formed under this3200
3628	3628		chapter, provided that the existence of the corporation so formed shall be deemed to have3201
3629	3629		commenced on the date the converting foreign corporation commenced its existence in3202
3630	3630		the jurisdiction in which such foreign corporation was first created, formed, or3203
3631	3631		incorporated or otherwise came into being;3204
3632	3632		(2) The articles of incorporation filed with the certificate of conversion shall be the3205
3633	3633		articles of incorporation of the corporation formed pursuant to such conversion unless and3206
3634	3634		until amended in accordance with this chapter;3207
3635	3635		(3) The governing documents of the converting foreign corporation shall be of no further3208
3636	3636		force or effect;3209
3637	3637		(4) The resulting corporation formed by such conversion shall retain all of the rights,3210
3638	3638		privileges, immunities, franchises, and powers of the converting foreign corporation; all3211
3639	3639		property, real, personal, and mixed; all contract rights; and all debts due to such3212
3640	3640		converting foreign corporation, as well as all other choses in action; and each and every3213
3641	3641		other interest of or belonging to or due to the converting foreign corporation shall be3214
3642	3642		taken and deemed to be vested in the resulting corporation without further act or deed.3215
3643	3643		The title to any real estate, or any interest therein, vested in the converting foreign3216
3644	3644		corporation shall not revert or be in any way impaired, and none of such items shall be3217
3645	3645		deemed to have been conveyed, transferred, or assigned for any purpose; and3218
3646	3646		(5) The resulting corporation shall thereupon and thereafter be responsible and liable for3219
3647	3647		all the liabilities and obligations of the converting foreign corporation. Any claim3220
3648	3648		existing or action or proceeding pending by or against such converting foreign3221
3649	3649		corporation may be prosecuted as if such conversion had not become effective, and3222 23 LC 36 5426
3650	3650		S. B. 148
3651	3651		- 130 -
3652	3652		neither the rights of creditors nor any liens upon the property of the converting foreign
3653	3653		3223
3654	3654		corporation shall be impaired.3224
3655	3655		(e) A conversion pursuant to this Code section shall not be deemed to constitute a3225
3656	3656		dissolution of the converting foreign corporation and shall constitute a continuation of the3226
3657	3657		existence of the converting foreign corporation in the form of a corporation. A corporation3227
3658	3658		formed by a conversion pursuant to this Code section shall for all purposes be deemed to3228
3659	3659		be the same entity as the converting foreign corporation.3229
3660	3660		(f) A corporation formed pursuant to this Code section shall file a copy of its certificate3230
3661	3661		of conversion, certified by the Secretary of State, in the office of the clerk of the superior3231
3662	3662		court of the county where any real property owned by such corporation is located and3232
3663	3663		record such certified copy of the certificate of conversion in the books kept by such clerk3233
3664	3664		for recordation of deeds in such county with the converting foreign corporation indexed as3234
3665	3665		the grantor and the resulting corporation indexed as the grantee. No real estate transfer tax3235
3666	3666		under Code Section 48-6-1 shall be due with respect to the recordation of such certificate3236
3667	3667		of conversion.3237
3668	3668		14-3-1121.3238
3669	3669		(a) By complying with this Code section, a corporation may become a foreign corporation3239
3670	3670		if the law of the foreign jurisdiction authorizes domestication, redomestication,3240
3671	3671		reincorporation, conversion, or a similar statutory procedure to become a foreign3241
3672	3672		corporation.3242
3673	3673		(b) To become a foreign corporation, a corporation shall convert to a foreign corporation,3243
3674	3674		and to effect such conversion, the corporation shall adopt and file with the Secretary of3244
3675	3675		State a certificate of conversion as required by subsection (n) of this Code section.3245
3676	3676		(c) To be adopted by a corporation, the certificate of conversion provided for in subsection3246
3677	3677		(b) of this Code section must be approved:3247
3678	3678		(1) By the board;3248 23 LC 36 5426
3679	3679		S. B. 148
3680	3680		- 131 -
3681	3681		(2) By the members, if any, but only if and to the extent that members are entitled to vote
3682	3682		3249
3683	3683		on the conversion under the corporation's articles or bylaws, except as provided for under3250
3684	3684		subsection (h) of this Code section; and3251
3685	3685		(3) In writing by any person or persons whose approval is required by a provision of the3252
3686	3686		articles authorized by Code Section 14-3-1030 for an amendment to the articles or3253
3687	3687		bylaws.3254
3688	3688		(d) If the corporation does not have members or if the members are not entitled to vote on3255
3689	3689		the conversion, then, unless otherwise provided for in the corporation's articles or bylaws,3256
3690	3690		the certificate of conversion shall be approved by a majority of the directors in office at the3257
3691	3691		time the certificate of conversion is adopted. The corporation shall provide notice as3258
3692	3692		provided for in subsection (b) of Code Section 14-3-822 of any directors' meeting at which3259
3693	3693		adoption of the certificate of conversion will be considered. Such notice shall also state3260
3694	3694		that the purpose, or one of the purposes, of such meeting is for consideration of the3261
3695	3695		adoption of the certificate of conversion.3262
3696	3696		(e) The board may condition its adoption of the certificate of conversion, and the members3263
3697	3697		may condition their approval of the adoption of the certificate of conversion, on the receipt3264
3698	3698		of a higher percentage of affirmative votes or on any other basis.3265
3699	3699		(f) If the corporation is required or seeks to have adoption of the certificate of conversion3266
3700	3700		approved by the members at a membership meeting, the corporation shall give notice to its3267
3701	3701		members of the membership meeting in accordance with Code Section 14-3-705
3702	3702		14-3-704.3268
3703	3703		Such notice shall state that the purpose, or one of the purposes, of the meeting is to3269
3704	3704		consider the adoption of the certificate of conversion pursuant to which the corporation will3270
3705	3705		convert into a foreign corporation and shall contain or be accompanied by a copy of the3271
3706	3706		certificate of conversion. Such notice shall conspicuously identify any adverse change to3272
3707	3707		the rights of members that would result from the conversion, including, but not limited to,3273
3708	3708		any adverse change to the rights of members under the law of the foreign jurisdiction3274
3709	3709		applicable to the proposed foreign corporation. Such notice shall also include a copy or3275 23 LC 36 5426
3710	3710		S. B. 148
3711	3711		- 132 -
3712	3712		summary of the articles of incorporation, the bylaws, and any other similar governing3276
3713	3713		documents of the proposed foreign corporation that will become effective upon the3277
3714	3714		conversion.3278
3715	3715		(g) If the certificate of conversion may be approved by the members by written consent3279
3716	3716		or written ballot, including consent or ballot by electronic transmission, any material3280
3717	3717		soliciting such approval shall contain or be accompanied by a copy of the certificate of3281
3718	3718		conversion. Such material shall conspicuously identify any adverse change to the rights3282
3719	3719		of members that would result from the conversion, including, but not limited to, any3283
3720	3720		adverse change to the rights of members under the law of the foreign jurisdiction applicable3284
3721	3721		to the proposed foreign corporation. Such material shall also include a copy or summary3285
3722	3722		of the articles of incorporation, the bylaws, and any other similar governing documents of3286
3723	3723		the proposed foreign corporation that will become effective upon the conversion.3287
3724	3724		(h) Voting by members or classes of members is required to approve the adoption of a3288
3725	3725		certificate of conversion if the conversion will implement any provision that, if contained3289
3726	3726		in a proposed amendment to the articles of incorporation or bylaws of the corporation,3290
3727	3727		would entitle the members or classes of members to vote on such proposed amendment3291
3728	3728		under Code Sections Section 14-3-1003, 14-3-1004, 14-3-1021, or 14-3-1022. In such3292
3729	3729		circumstances, the corporation shall comply with subsection (f) or (g) of this Code section,3293
3730	3730		as applicable, with respect to the members or classes of members entitled to vote.3294
3731	3731		Furthermore, the certificate of conversion may be adopted if it is approved by the members3295
3732	3732		or classes of members entitled to vote in the same manner as would be required to approve3296
3733	3733		such proposed amendment or, if the articles or bylaws do not specify how the members or3297
3734	3734		classes of members vote to approve such proposed amendment, by two-thirds of the votes3298
3735	3735		cast or a majority of the voting power, whichever is less.3299
3736	3736		(i) A charitable corporation described in paragraph (2) of subsection (a) of Code Section3300
3737	3737		14-3-1302 must give written notice to the Attorney General, including a copy of the3301
3738	3738		proposed certificate of conversion and a copy or summary of the articles of incorporation3302 23 LC 36 5426
3739	3739		S. B. 148
3740	3740		- 133 -
3741	3741		and bylaws, or similar governing documents, of the proposed foreign corporation that will
3742	3742		3303
3743	3743		become effective upon the conversion at least 30 days before the certificate of conversion3304
3744	3744		is filed in accordance with subsection (n) of this Code section.3305
3745	3745		(j) Any of the terms of the certificate of conversion may be made dependent upon facts3306
3746	3746		ascertainable outside of the certificate of conversion, provided that the manner in which3307
3747	3747		such facts shall operate upon the terms of the conversion is clearly and expressly set forth3308
3748	3748		in the certificate of conversion. As used in this subsection, the term 'facts' includes, but is3309
3749	3749		not limited to, the occurrence of any event, including a determination or action by any3310
3750	3750		person or body, including the corporation.3311
3751	3751		(k) After a certificate of conversion has been adopted, unless the certificate of conversion3312
3752	3752		provides otherwise, and at any time before the conversion has become effective, the3313
3753	3753		conversion may be abandoned, subject to any contractual rights, in accordance with the3314
3754	3754		procedure set forth in the certificate of conversion or, if none is set forth, in the manner3315
3755	3755		determined by the board of directors.3316
3756	3756		(l) The conversion shall be effected as provided in, and shall have the effects provided by,3317
3757	3757		the law of the state or jurisdiction under whose law the resulting foreign corporation is3318
3758	3758		formed and, to the extent not inconsistent with such law, by the terms of the certificate of3319
3759	3759		conversion.3320
3760	3760		(m) If the resulting foreign corporation is required to obtain a certificate of authority to3321
3761	3761		transact business in this state by the provisions of this title governing foreign corporations,3322
3762	3762		such resulting foreign corporation shall do so pursuant to Code Section 14-3-1501.3323
3763	3763		(n) After a certificate of conversion is adopted in accordance with this Code section, unless3324
3764	3764		the conversion subsequently is abandoned, the corporation shall deliver to the Secretary of3325
3765	3765		State for filing the certificate of conversion which shall set forth:3326
3766	3766		(1) The name of the corporation;3327
3767	3767		(2) The name and jurisdiction of the proposed foreign corporation to which the3328
3768	3768		corporation shall be converted;3329 23 LC 36 5426
3769	3769		S. B. 148
3770	3770		- 134 -
3771	3771		(3) A statement that the certificate of conversion has been adopted as required by
3772	3772		3330
3773	3773		subsection (c) of this Code section;3331
3774	3774		(4) A statement that the authority of the corporation's registered agent to accept service3332
3775	3775		on its behalf is revoked as of the effective date of such conversion and that the Secretary3333
3776	3776		of State is irrevocably appointed as the agent for service of process on the resulting3334
3777	3777		foreign corporation in any proceeding to enforce an obligation of the resulting foreign3335
3778	3778		corporation arising prior to the effective date of such conversion;3336
3779	3779		(5) A mailing address to which a copy of any process served on the Secretary of State3337
3780	3780		under paragraph (4) of this subsection may be mailed as provided in subsection (o) of this3338
3781	3781		Code section; and3339
3782	3782		(6) A statement that the Secretary of State shall be notified of any change in the resulting3340
3783	3783		foreign corporation's mailing address.3341
3784	3784		(o) Upon the conversion becoming effective, the resulting foreign corporation is deemed3342
3785	3785		to appoint the Secretary of State as its agent for service of process in any proceeding to3343
3786	3786		enforce any of its obligations arising prior to the effective date of such conversion. Any3344
3787	3787		party that serves process upon the Secretary of State in accordance with this subsection3345
3788	3788		shall also mail a copy of the process to the chief executive officer, chief financial officer,3346
3789	3789		or secretary of the resulting foreign corporation, or a person holding a comparable position,
3790	3790		3347
3791	3791		at the mailing address provided pursuant to paragraph (5) of subsection (n) of this Code3348
3792	3792		section.3349
3793	3793		(p) A converting corporation provided for in this Code section shall file a copy of its3350
3794	3794		certificate of conversion, certified by the Secretary of State, in the office of the clerk of the3351
3795	3795		superior court of the county where any real property owned by such converting corporation3352
3796	3796		is located and record such certified copy of the certificate of conversion in the books kept3353
3797	3797		by such clerk for recordation of deeds in such county with the converting corporation3354
3798	3798		indexed as the grantor and the resulting foreign corporation indexed as the grantee. No real3355 23 LC 36 5426
3799	3799		S. B. 148
3800	3800		- 135 -
3801	3801		estate transfer tax otherwise required by Code Section 48-6-1 shall be due with respect to
3802	3802		3356
3803	3803		the recordation of such certificate of conversion.3357
3804	3804		(q) Upon the conversion provided for in this Code section becoming effective:3358
3805	3805		(1) The resulting foreign corporation shall retain all of the rights, privileges, immunities,3359
3806	3806		franchises, and powers of the converting corporation;3360
3807	3807		(2) All property, real, personal, and mixed,
3808	3808		; all contract rights,; and all debts due to such3361
3809	3809		converting corporation, as well as all other choses in action, and each and every other3362
3810	3810		interest of or belonging to or due to the converting corporation shall be taken and deemed3363
3811	3811		to be vested in the resulting foreign corporation without further act or deed;3364
3812	3812		(3) Title to any real estate, or any interest therein, vested in the converting corporation3365
3813	3813		shall not revert or be in any way impaired by reason of the conversion;3366
3814	3814		(4) None of the items described in paragraphs (1) through (3) of this subsection shall be3367
3815	3815		deemed to have been conveyed, transferred, or assigned by reason of the conversion for3368
3816	3816		any purpose; and3369
3817	3817		(5) The resulting foreign corporation shall thereupon and thereafter be responsible and3370
3818	3818		liable for all the liabilities and obligations of the converting corporation. Any claim3371
3819	3819		existing or action or proceeding pending by or against such converting corporation may3372
3820	3820		be prosecuted as if such conversion had not become effective, and neither the rights of3373
3821	3821		creditors nor any liens upon the property of the converting corporation shall be impaired3374
3822	3822		by such conversion.3375
3823	3823		ARTICLE 123376
3824	3824		14-3-1201.3377
3825	3825		Unless otherwise provided by this chapter, the articles, or the bylaws, a corporation may,3378
3826	3826		on the terms and conditions, and for the consideration determined by the board of directors,3379
3827	3827		and without the approval of the members or any other person:3380 23 LC 36 5426
3828	3828		S. B. 148
3829	3829		- 136 -
3830	3830		(1) Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its3381
3831	3831		property in the usual and regular course of its activities; or3382
3832	3832		(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or3383
3833	3833		without recourse), or otherwise encumber any or all of its property whether or not in the3384
3834	3834		usual and regular course of its activities; or3385
3835	3835		(3) Transfer any or all of such corporation's assets to one or more other corporations or3386
3836	3836		other entities, of which all of the memberships or interests are owned or controlled by3387
3837	3837		such corporation.3388
3838	3838		14-3-1202.3389
3839	3839		(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially3390
3840	3840		all, of its property (with or without the good will) other than in the usual and regular course3391
3841	3841		of its activities on the terms and conditions and for the consideration determined by the3392
3842	3842		corporation's board if the proposed transaction is authorized by subsection (b) of this Code3393
3843	3843		section.3394
3844	3844		(b) Unless this chapter, the articles, the bylaws, or the board of directors or members3395
3845	3845		(acting pursuant to subsection (d) of this Code section) require a greater vote or voting by3396
3846	3846		class, the proposed transaction to be authorized must be approved:3397
3847	3847		(1) By the board;3398
3848	3848		(2) By the members by two-thirds of the votes cast or a majority of the voting power,3399
3849	3849		whichever is less; and3400
3850	3850		(3) In writing by any person or persons whose approval is required by a provision of the3401
3851	3851		articles authorized by Code Section 14-3-1030 for an amendment to the articles or3402
3852	3852		bylaws.3403
3853	3853		(c) If the corporation does not have members, the transaction must be approved by a vote3404
3854	3854		of a majority of the directors in office at the time the transaction is approved. In addition,3405
3855	3855		the corporation shall provide notice of any directors' meeting at which such approval is to3406 23 LC 36 5426
3856	3856		S. B. 148
3857	3857		- 137 -
3858	3858		be obtained in accordance with subsection (b) of Code Section 14-3-822. The notice must
3859	3859		3407
3860	3860		also state that the purpose, or one of the purposes, of the meeting is to consider the sale,3408
3861	3861		lease, exchange, or other disposition of all, or substantially all, of the property or assets of3409
3862	3862		the corporation and contain or be accompanied by a copy or summary of a description of3410
3863	3863		the transaction.3411
3864	3864		(d) The board may condition its submission of the proposed transaction, and the members3412
3865	3865		may condition their approval of the transaction, on receipt of a higher percentage of3413
3866	3866		affirmative votes or on any other basis.3414
3867	3867		(e) If the corporation seeks to have the transaction approved by the members at a3415
3868	3868		membership meeting, the corporation shall give notice to its members of the proposed3416
3869	3869		membership meeting in accordance with Code Section 14-3-705
3870	3870		14-3-704. The notice3417
3871	3871		must also state that the purpose, or one of the purposes, of the meeting is to consider the3418
3872	3872		sale, lease, exchange, or other disposition of all, or substantially all, of the property or3419
3873	3873		assets of the corporation and contain or be accompanied by a copy or summary of a3420
3874	3874		description of the transaction.3421
3875	3875		(f) If the board needs to have the transaction approved by the members by written consent3422
3876	3876		or written ballot, the material soliciting the approval shall contain or be accompanied by3423
3877	3877		a copy or summary of a description of the transaction.3424
3878	3878		(g) A charitable corporation described in paragraph (2) of subsection (a) of Code Section3425
3879	3879		14-3-1302 must give written notice to the Attorney General 30 days before it sells, leases,3426
3880	3880		exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction3427
3881	3881		is not in the usual and regular course of its activities, unless said transaction is with another3428
3882	3882		charitable corporation described in paragraph (2) of subsection (a) of Code Section3429
3883	3883		14-3-1302.3430
3884	3884		(h) After a sale, lease, exchange, or other disposition of property is authorized, the3431
3885	3885		transaction may be abandoned, subject to any contractual rights, without further action by3432
3886	3886		the members or any other person who approved the transaction in accordance with the3433 23 LC 36 5426
3887	3887		S. B. 148
3888	3888		- 138 -
3889	3889		procedure set forth in the resolution proposing the transaction or, if none is set forth, in the
3890	3890		3434
3891	3891		manner determined by the board of directors.3435
3892	3892		ARTICLE 133436
3893	3893		14-3-1301.3437
3894	3894		Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation3438
3895	3895		shall not pay dividends to or
3896	3896		make any distributions of any part of its assets, income, or3439
3897	3897		profits to its members, directors, or officers.3440
3898	3898		14-3-1302.3441
3899	3899		(a) A corporation may make distributions to the following Payments to any of the3442
3900	3900		following are not unlawful distributions:3443
3901	3901		(1) Organizations whether or not incorporated that are organized and operated for the3444
3902	3902		same or similar purposes as the distributing corporation;3445
3903	3903		(2) Organizations whether or not incorporated that are organized and operated3446
3904	3904		exclusively for religious, charitable, scientific, testing for public safety, literary, or3447
3905	3905		educational purposes, or to foster national or international amateur sports competition,3448
3906	3906		or for the prevention of cruelty to children or animals, no part of the net earnings of3449
3907	3907		which inures to the benefit of any private shareholder, member, or individual; or3450
3908	3908		(3) A state or possession of the United States, or any political subdivision of any of the3451
3909	3909		foregoing, or the United States or the District of Columbia.3452
3910	3910		(b) Except for charitable corporations described in paragraph (2) of subsection (a) of this3453
3911	3911		Code section, a corporation may repurchase a membership for the consideration that the3454
3912	3912		member paid for his or her membership or return a portion of a membership fee to a3455
3913	3913		withdrawing member if, after the purchase or return is completed:3456 23 LC 36 5426
3914	3914		S. B. 148
3915	3915		- 139 -
3916	3916		(1) The corporation would be able to pay its debts as they become due in the normal
3917	3917		3457
3918	3918		course of business; and3458
3919	3919		(2) The corporation's total assets would at least equal the sum of its liabilities.3459
3920	3920		(c) Payments of indemnification or reasonable compensation, fees, or expenses incurred
3921	3921		3460
3922	3922		in the performance of duties on behalf of the corporation are not unlawful distributions.3461
3923	3923		ARTICLE 143462
3924	3924		Part 13463
3925	3925		14-3-1401.3464
3926	3926		A majority of the incorporators or initial directors of a corporation that has not admitted3465
3927	3927		members entitled to vote on dissolution, has not commenced activities other than routine3466
3928	3928		formation related activities, and has no net assets may dissolve the corporation by3467
3929	3929		delivering to the Secretary of State for filing articles of dissolution that set forth:3468
3930	3930		(1) The name of the corporation;3469
3931	3931		(2) The date of its incorporation;3470
3932	3932		(3) That:3471
3933	3933		(A) The corporation has not admitted members entitled to vote on dissolution;3472
3934	3934		(B) The corporation has not commenced activities; and3473
3935	3935		(C) The corporation has no net assets;3474
3936	3936		(4) That no debt of the corporation remains unpaid; and3475
3937	3937		(5) That a majority of the incorporators or initial directors authorized the dissolution.3476
3938	3938		14-3-1402.3477
3939	3939		(a) A corporation's board of directors may propose dissolution for submission to the3478
3940	3940		members, if there are members entitled to vote thereon as follows:3479
3941	3941		(1) For a proposal to dissolve to be adopted:3480 23 LC 36 5426
3942	3942		S. B. 148
3943	3943		- 140 -
3944	3944		(A) The board of directors must recommend dissolution to the members unless the
3945	3945		3481
3946	3946		board of directors elects, because of a conflict of interest or other special circumstances,3482
3947	3947		to make no recommendation and communicates the basis for its determination to the3483
3948	3948		members; and3484
3949	3949		(B) The members entitled to vote must approve the proposal to dissolve as provided3485
3950	3950		in paragraph (4) of this subsection;3486
3951	3951		(2) The board of directors may condition its submission of the proposal for dissolution3487
3952	3952		on any basis;3488
3953	3953		(3) The corporation shall notify each member entitled to vote of the proposed members'3489
3954	3954		meeting in accordance with Code Section 14-3-705
3955	3955		14-3-704. The notice must also state3490
3956	3956		that the purpose, or one of the purposes, of the meeting is to consider dissolving the3491
3957	3957		corporation;3492
3958	3958		(4) Unless the articles of incorporation, the bylaws, or the board of directors acting3493
3959	3959		pursuant to paragraph (2) of this subsection requires a greater vote or vote by classes, the3494
3960	3960		proposal to dissolve to be adopted must be approved by a majority of all the votes entitled3495
3961	3961		to be cast on that proposal; and3496
3962	3962		(5) If the board seeks to have dissolution approved by the members by written consent3497
3963	3963		or written ballot, the material soliciting the approval shall contain or be accompanied by3498
3964	3964		a copy or summary of the plan of dissolution.3499
3965	3965		(b) Unless the articles of incorporation or bylaws requires require a greater vote, if the3500
3966	3966		corporation does not have members entitled to vote on dissolution, dissolution must be3501
3967	3967		approved by a vote of a majority of the directors in office at the time the transaction is3502
3968	3968		approved. In addition, the corporation shall provide notice of any directors' meeting at3503
3969	3969		which such approval is to be obtained in accordance with Code Section 14-3-822. The3504
3970	3970		notice must also state that the purpose, or one of the purposes, of the meeting is to consider3505
3971	3971		dissolution of the corporation and contain or be accompanied by a copy or summary of the3506
3972	3972		plan of dissolution.3507 23 LC 36 5426
3973	3973		S. B. 148
3974	3974		- 141 -
3975	3975		(c) The plan of dissolution shall conform to the requirements of Code Section 14-3-1403
3976	3976		3508
3977	3977		and shall indicate to whom the assets owned or held by the corporation will be distributed3509
3978	3978		after all creditors have been paid.3510
3979	3979		14-3-1403.3511
3980	3980		(a) A plan of dissolution providing for the distribution of assets shall be adopted by a3512
3981	3981		corporation in the process of dissolution. Subject to subsections (b) and (c) of this Code
3982	3982		3513
3983	3983		section, such plan of dissolution may provide for the transfer (whether in-kind or3514
3984	3984		otherwise) of any of the assets, business, and affairs of the corporation to one or more3515
3985	3985		persons who may continue the business and affairs of the dissolving corporation.3516
3986	3986		(b) The plan of dissolution shall provide for distribution of assets as follows:3517
3987	3987		(1) All liabilities and obligations of the corporation shall be paid and discharged, or3518
3988	3988		adequate provisions shall be made therefor;3519
3989	3989		(2) Assets held by the corporation upon condition requiring return, transfer, or3520
3990	3990		conveyance, which condition occurs by reason of the dissolution, shall be returned,3521
3991	3991		transferred, or conveyed in accordance with such requirements;3522
3992	3992		(3) Assets received and held by the corporation subject to limitations permitting their use3523
3993	3993		only for specific charitable, religious, eleemosynary, benevolent, educational, or similar3524
3994	3994		purposes, but not held upon a condition requiring return, transfer, or conveyance by3525
3995	3995		reason of the dissolution, shall be transferred or conveyed, to the extent reasonably3526
3996	3996		feasible, to one or more domestic corporations or foreign corporations, trusts, societies,3527
3997	3997		or organizations engaged in activities substantially that are organized and operated for the3528
3998	3998		same or similar to purposes as those of the dissolving corporation, and if not reasonably3529
3999	3999		feasible, to any organization or recipient described in subsection (a) of Code Section3530
4000	4000		14-3-1302;3531
4001	4001		(4) Assets held by a charitable corporation shall be distributed to any organization or3532
4002	4002		recipient described in subsection (a) of Code Section 14-3-1302;3533 23 LC 36 5426
4003	4003		S. B. 148
4004	4004		- 142 -
4005	4005		(4)(5) Other assets, if any, shall be distributed in accordance with the articles of3534
4006	4006		incorporation and bylaws to the extent that the articles of incorporation or bylaws3535
4007	4007		determine the distributive rights of members, or any class or classes of members, or3536
4008	4008		provide for distribution to others; and3537
4009	4009		(5)(6) Any remaining assets may be distributed to such persons, trusts, societies,3538
4010	4010		organizations, or domestic corporations or foreign corporations as may be provided in the3539
4011	4011		plan of dissolution.3540
4012	4012		(c) A charitable corporation described in paragraph (2) of subsection (a) of Code Section3541
4013	4013		14-3-1302 shall comply with the following additional requirements:3542
4014	4014		(1) It shall give the Attorney General written notice of its intent to dissolve at or before3543
4015	4015		the time it delivers articles of dissolution its notice of intent to dissolve to the Secretary3544
4016	4016		of State, and such notice to the Attorney General shall include:3545
4017	4017		(A) The plan of dissolution;3546
4018	4018		(B) The net value of the corporation's assets at the time the notice of intent to dissolve3547
4019	4019		is filed with the Secretary of State; and3548
4020	4020		(C) To the extent not already included in the plan of dissolution, a list of those persons3549
4021	4021		(other than creditors) to whom the corporation intends to transfer or convey its assets,3550
4022	4022		including the last known mailing address of the intended recipient or recipients;3551
4023	4023		(2) Unless otherwise notified by the Attorney General, it It shall not transfer or convey3552
4024	4024		any assets as part of the dissolution process until 30 days after it has given the written3553
4025	4025		notice to the Attorney General required by paragraph (1) of this subsection; and3554
4026	4026		(3) When all or substantially all of the assets of the corporation have been transferred or3555
4027	4027		conveyed, it shall deliver to the Attorney General a list showing those persons (other than3556
4028	4028		creditors) to whom the assets were transferred or conveyed. The list shall indicate the3557
4029	4029		address of each person (other than creditors) who received assets and indicate what assets3558
4030	4030		each received.3559 23 LC 36 5426
4031	4031		S. B. 148
4032	4032		- 143 -
4033	4033		14-3-1404.
4034	4034		3560
4035	4035		Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the3561
4036	4036		corporation shall begin dissolution by delivering to the Secretary of State for filing a notice3562
4037	4037		of intent to dissolve setting forth:3563
4038	4038		(1) The name of the corporation;3564
4039	4039		(2) The date dissolution was authorized; and3565
4040	4040		(3) If member approval was required for dissolution, a statement that dissolution was3566
4041	4041		duly approved by the members in accordance with subsection (a) of Code Section3567
4042	4042		14-3-1402.3568
4043	4043		14-3-1404.1.3569
4044	4044		(a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404,3570
4045	4045		the corporation shall deliver to the Secretary of State a certificate executed by an officer3571
4046	4046		or director of such corporation, or any person undertaking such request on behalf of the3572
4047	4047		corporation, verifying that the request for publication of a notice of intent to voluntarily3573
4048	4048		dissolve the corporation and payment therefor have been made as required by subsection3574
4049	4049		(b) of this Code section.3575
4050	4050		(b) No later than the next business day after
4051	4051		Prior to filing the notice of intent to dissolve3576
4052	4052		provided for in Code Section 14-3-1404, the corporation shall mail or deliver to the3577
4053	4053		publisher of a newspaper which is the official organ of the county where the registered3578
4054	4054		office of the corporation is located or which is a newspaper of general circulation published3579
4055	4055		within such county whose most recently published annual statement of ownership and3580
4056	4056		circulation reflects a minimum of 60 percent paid circulation a request to publish a notice3581
4057	4057		in substantially the following form:3582
4058	4058		'NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION3583
4059	4059		Notice is given that a notice of intent to dissolve _______________________ (name of3584
4060	4060		corporation), a Georgia nonprofit corporation with its registered office at3585 23 LC 36 5426
4061	4061		S. B. 148
4062	4062		- 144 -
4063	4063		_______________________ (address of registered office), will be delivered to the
4064	4064		3586
4065	4065		Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.'3587
4066	4066		The notice may also include the information specified in Code Section 14-3-1408. The3588
4067	4067		request for publication of the notice shall be accompanied by a check, draft, or money order3589
4068	4068		in the amount of $40.00 in payment of the cost of publication. The notice shall be3590
4069	4069		published once a week for two consecutive weeks commencing within ten days after3591
4070	4070		receipt of the notice by the newspaper. Failure on the part of the corporation to mail or3592
4071	4071		deliver the notice or payment therefor or failure on the part of the newspaper to publish the3593
4072	4072		notice in compliance with this subsection shall not invalidate the dissolution of the3594
4073	4073		corporation.3595
4074	4074		14-3-1405.3596
4075	4075		(a) A corporation may revoke its dissolution proceedings at any time prior to the filing of3597
4076	4076		articles of dissolution.3598
4077	4077		(b) Revocation of dissolution proceedings must be authorized in the same manner as the3599
4078	4078		dissolution was authorized unless that authorization permitted revocation by action by the3600
4079	4079		board of directors alone, in which event the board of directors may revoke the dissolution3601
4080	4080		without member action.3602
4081	4081		(c) After the revocation of dissolution proceedings is authorized, the corporation may3603
4082	4082		revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice3604
4083	4083		of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve,3605
4084	4084		that sets forth:3606
4085	4085		(1) The name of the corporation;3607
4086	4086		(2) The date that the revocation of dissolution proceedings was authorized;3608
4087	4087		(3) If the corporation's board of directors or incorporators revoked the dissolution3609
4088	4088		proceedings, a statement to that effect;3610 23 LC 36 5426
4089	4089		S. B. 148
4090	4090		- 145 -
4091	4091		(4) If the corporation's board of directors revoked the dissolution proceedings authorized
4092	4092		3611
4093	4093		by the members, a statement that revocation was permitted by action by the board of3612
4094	4094		directors alone pursuant to that authorization; and3613
4095	4095		(5) If member action was required to revoke the dissolution proceedings, the information3614
4096	4096		required by paragraph (3) of Code Section 14-3-1404.3615
4097	4097		(d) Revocation of dissolution proceedings is effective when a notice of revocation of intent3616
4098	4098		to dissolve is filed.3617
4099	4099		(e) When the revocation of dissolution proceedings is effective, it relates back to and takes3618
4100	4100		effect as of the effective date of the filing of the notice of intent to dissolve and the3619
4101	4101		corporation resumes carrying on its business as if dissolution proceedings had never3620
4102	4102		occurred.3621
4103	4103		14-3-1406.3622
4104	4104		A corporation that has filed a notice of intent to dissolve continues its corporate existence3623
4105	4105		but may not carry on any business except that appropriate to wind up and liquidate its3624
4106	4106		business and affairs, including:3625
4107	4107		(1) Collecting its assets;3626
4108	4108		(2) Disposing of its properties that will not be distributed in kind in accordance with the3627
4109	4109		plan of dissolution;3628
4110	4110		(3) Discharging or making provision for discharging its liabilities;3629
4111	4111		(4) Distributing its remaining property among its members
4112	4112		in accordance with the plan3630
4113	4113		of dissolution; and3631
4114	4114		(5) Doing every other act necessary to wind up and liquidate its business and affairs.3632
4115	4115		14-3-1407.3633
4116	4116		(a) A corporation that has filed a notice of intent to dissolve may dispose of the known3634
4117	4117		claims against it by following the procedure described in this Code section.3635 23 LC 36 5426
4118	4118		S. B. 148
4119	4119		- 146 -
4120	4120		(b) The corporation in dissolution shall notify its known claimants in writing of the
4121	4121		3636
4122	4122		dissolution proceedings at any time after the filing of the notice of intent to dissolve. The3637
4123	4123		written notice must:3638
4124	4124		(1) Describe information that must be included in a claim;3639
4125	4125		(2) Provide a mailing address where a claim may be sent;3640
4126	4126		(3) State the deadline, which may not be less than six months from the effective date of3641
4127	4127		the written notice, by which the dissolved corporation must receive the claim;3642
4128	4128		(4) State that the claim will be barred if not received by the deadline; and3643
4129	4129		(5) State that the corporation will give notice of acceptance or rejection of all claims that3644
4130	4130		are received in timely fashion within six months of the deadline for receipt of claims.3645
4131	4131		(c) A claim against a corporation in dissolution is barred:3646
4132	4132		(1) If a claimant who was given written notice under subsection (b) of this Code section3647
4133	4133		does not deliver the claim to the dissolved corporation by the deadline; or3648
4134	4134		(2) If a claimant whose claim was rejected by the dissolved corporation does not3649
4135	4135		commence a proceeding to enforce the claim within one year from the effective date of3650
4136	4136		the rejection notice.3651
4137	4137		(d) For purposes of this Code section, the term 'claim' does not include a contingent3652
4138	4138		liability or a claim based on an event occurring after the filing of the notice of intent to3653
4139	4139		dissolve.3654
4140	4140		14-3-1408.3655
4141	4141		(a) A corporation that has filed a notice of intent to dissolve may include in the notice of3656
4142	4142		its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with3657
4143	4143		claims against the corporation present them in accordance with subsection (b) of this Code3658
4144	4144		section.3659
4145	4145		(b) The request must:3660 23 LC 36 5426
4146	4146		S. B. 148
4147	4147		- 147 -
4148	4148		(1) Describe the information that must be included in a claim and provide a mailing
4149	4149		3661
4150	4150		address where the claim may be sent; and3662
4151	4151		(2) State that, except for claims that are contingent at the time of the filing of the notice3663
4152	4152		of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim3664
4153	4153		against the corporation not otherwise barred will be barred unless a proceeding to enforce3665
4154	4154		the claim is commenced within two years after publication of the notice.3666
4155	4155		(c) If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice3667
4156	4156		containing the information specified in subsection (b) of this Code section, all claims not3668
4157	4157		otherwise barred will be barred unless the claimant commences a proceeding to enforce the3669
4158	4158		claim against the dissolved corporation within two years after the publication date of the3670
4159	4159		newspaper notice except:3671
4160	4160		(1) Claims that are contingent at the time of the filing of the notice of intent to dissolve;3672
4161	4161		and3673
4162	4162		(2) Claims that arise after the filing of the notice of intent to dissolve.3674
4163	4163		(d) If a corporation in dissolution publishes a newspaper notice containing the information3675
4164	4164		specified in subsection (b) of this Code section, a claim against the corporation not3676
4165	4165		otherwise barred of a claimant whose claim is contingent or based on an event occurring3677
4166	4166		after the filing of the notice of intent to dissolve is barred against the corporation, its3678
4167	4167		members, officers, directors, and distributees unless the claimant commences a proceeding3679
4168	4168		to enforce the claim against the dissolved corporation within two years after the date of3680
4169	4169		filing of articles of dissolution or five years after the date of publication in accordance with3681
4170	4170		subsection (b) of this Code section, whichever is later.3682
4171	4171		(e) Subject to the provisions of this Code section, a claim against a corporation in3683
4172	4172		dissolution or against a dissolved corporation may be enforced under this Code section:3684
4173	4173		(1) Against the corporation, to the extent of its undistributed assets; or3685
4174	4174		(2) If the assets have been distributed in liquidation, against a distributee of the3686
4175	4175		corporation to the extent of such distributee's pro rata share of the claim or the corporate3687 23 LC 36 5426
4176	4176		S. B. 148
4177	4177		- 148 -
4178	4178		assets distributed to him or her in liquidation, whichever is less, but a distributee's total
4179	4179		3688
4180	4180		liability for all claims under this Code section may not exceed the total amount of assets3689
4181	4181		distributed to him or her.3690
4182	4182		14-3-1409.3691
4183	4183		(a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked,3692
4184	4184		and for charitable corporations after providing the Attorney General 30 days' notice in
4185	4185		3693
4186	4186		accordance with subsection (c) of Code Section 14-3-1403, when all known debts,3694
4187	4187		liabilities, and obligations of the corporation have been paid and discharged, or adequate3695
4188	4188		provision made therefor, the corporation may dissolve by delivering to the Secretary of3696
4189	4189		State for filing articles of dissolution setting forth:3697
4190	4190		(1) The name of the corporation;3698
4191	4191		(2) The date on which a notice of intent to dissolve was filed and a statement that it has3699
4192	4192		not been revoked;3700
4193	4193		(3) A statement that all known debts, liabilities, and obligations of the corporation have3701
4194	4194		been paid and discharged, or that adequate provision has been made therefor;3702
4195	4195		(4) A statement that all remaining property and assets of the corporation have been3703
4196	4196		distributed in accordance with the plan of dissolution, or that such property and assets3704
4197	4197		have been deposited with the Office of the State Treasurer as provided in Code Section3705
4198	4198		14-3-1440;3706
4199	4199		(5) A statement that there are no actions pending against the corporation in any court, or3707
4200	4200		that adequate provision has been made for the satisfaction of any judgment, order, or3708
4201	4201		decree which may be entered against it in any pending action; and3709
4202	4202		(6) A statement that, if required, it notified the Attorney General of its intent to dissolve3710
4203	4203		and has given the Attorney General time to respond in accordance with subsection (c) of3711
4204	4204		Code Section 14-3-1403.3712 23 LC 36 5426
4205	4205		S. B. 148
4206	4206		- 149 -
4207	4207		(b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the
4208	4208		3713
4209	4209		purpose of actions or other proceedings, which may be brought against the corporation by3714
4210	4210		service upon any of its last executive officers named in its last annual registration, and3715
4211	4211		except for such actions as the members, directors, and officers take to protect any remedy,3716
4212	4212		right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim3717
4213	4213		against the corporation, all of which may proceed in the corporate name.3718
4214	4214		(c) Deeds or other transfer instruments requiring execution after the dissolution of a3719
4215	4215		corporation may be signed by any two of the last officers or directors of the corporation3720
4216	4216		and shall operate to convey the interest of the corporation in the real estate or other3721
4217	4217		property described.3722
4218	4218		14-3-1409.1.
4219	4219		14-3-1410.3723
4220	4220		The dissolution of a corporation in any manner, except by a decree of the superior court3724
4221	4221		when the court has supervised the liquidation of the assets and business of the corporation3725
4222	4222		as provided in Code Sections 14-3-1430 and 14-3-1433, shall not take away or impair any3726
4223	4223		remedy available to such corporation, or its directors, officers, or members for any right3727
4224	4224		or claim existing prior to such dissolution if an action or other proceeding thereon is3728
4225	4225		pending on the date of such dissolution or is commenced within two years after the date of3729
4226	4226		such dissolution. Any such action or proceeding by the corporation may be prosecuted by3730
4227	4227		the corporation in its corporate name. The members, directors, and officers shall have the3731
4228	4228		power to take such corporate or other action as shall be appropriate to protect such remedy,3732
4229	4229		right, or claim.3733
4230	4230		14-3-1410. 14-3-1411.3734
4231	4231		(a) A corporation that has been dissolved by the expiration of its period of duration but3735
4232	4232		which has continued in business notwithstanding the expiration may revive its corporate3736
4233	4233		existence by amending its articles of incorporation at any time during a period of ten years3737 23 LC 36 5426
4234	4234		S. B. 148
4235	4235		- 150 -
4236	4236		immediately following the expiration date fixed by the articles of incorporation, so as to
4237	4237		3738
4238	4238		extend its period of duration.3739
4239	4239		(b) If a corporation whose period of duration has expired has failed to revive its corporate3740
4240	4240		existence within ten years of the expiration date fixed by its articles of incorporation as3741
4241	4241		provided in subsection (a) of this Code section, the corporation may thereafter revive its3742
4242	4242		corporate existence by amending its articles of incorporation so as to extend its period of3743
4243	4243		duration at any time during the period beginning ten years and ending 20 years3744
4244	4244		immediately following the expiration date fixed by its articles of incorporation and filing3745
4245	4245		with the Secretary of State an affidavit attested by one or more of its officers or directors,3746
4246	4246		stating as follows:3747
4247	4247		(1) That the corporation has continued in business, notwithstanding the expiration of its3748
4248	4248		period of duration, at all times since the expiration date fixed by its articles of3749
4249	4249		incorporation; and3750
4250	4250		(2) That the revival will not injure the corporation's members, the corporation's
4251	4251		creditors,3751
4252	4252		or the public.3752
4253	4253		(c) As of the effective date of the amendment of articles of incorporation pursuant to3753
4254	4254		subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have3754
4255	4255		continued without interruption from the former expiration date. If, during the period3755
4256	4256		between expiration and revival, the name of the corporation has been assumed, reserved,3756
4257	4257		or registered by any other person or corporation, the revived corporation shall not engage3757
4258	4258		in business until it has amended its articles of incorporation to change its name.3758
4259	4259		Part 23759
4260	4260		14-3-1420.3760
4261	4261		The Secretary of State may commence a proceeding under Code Section 14-3-1421 to3761
4262	4262		dissolve a corporation administratively if:3762 23 LC 36 5426
4263	4263		S. B. 148
4264	4264		- 151 -
4265	4265		(1) The state revenue commissioner has certified to the Secretary of State that the
4266	4266		3763
4267	4267		corporation has failed to file a license or occupation tax return and that a period of one3764
4268	4268		year has expired since the last day permitted for timely filing without the filing and3765
4269	4269		payment of all required license and occupation taxes and penalties by the corporation;3766
4270	4270		provided, however, that dissolution proceedings shall be stayed so long as the corporation3767
4271	4271		is contesting, in good faith, in any appropriate proceeding, the alleged grounds for3768
4272	4272		dissolution;3769
4273	4273		(2) The corporation does not deliver its annual registration to the Secretary of State,3770
4274	4274		together with all required fees and penalties, within 60 days after it is due;3771
4275	4275		(3) The corporation is without a registered agent or registered office in this state for 603772
4276	4276		days or more;3773
4277	4277		(4) The corporation does not notify the Secretary of State within 60 days that its3774
4278	4278		registered agent or registered office has been changed, that its registered agent has3775
4279	4279		resigned, or that its registered office has been discontinued; or3776
4280	4280		(5) The corporation pays a fee as required to be collected by the Secretary of State3777
4281	4281		pursuant to the Code
4282	4282		this chapter by a check or some other form of payment which is3778
4283	4283		dishonored and the corporation or its incorporator or its agent does not submit payment3779
4284	4284		for said dishonored payment within 60 days from notice of nonpayment issued by the3780
4285	4285		Secretary of State.3781
4286	4286		14-3-1421.3782
4287	4287		(a) If the Secretary of State determines that one or more grounds exist under Code Section3783
4288	4288		14-3-1420 for dissolving a corporation, he the Secretary of State shall provide the3784
4289	4289		corporation with written notice of his the Secretary's determination by mailing a copy of3785
4290	4290		the notice, first-class mail, to the corporation at the last known address of its principal3786
4291	4291		office or to the registered agent.3787 23 LC 36 5426
4292	4292		S. B. 148
4293	4293		- 152 -
4294	4294		(b) If the corporation does not correct each ground for dissolution or demonstrate to the
4295	4295		3788
4296	4296		reasonable satisfaction of the Secretary of State that each ground determined by the3789
4297	4297		Secretary of State does not exist within 60 days after notice is provided to the corporation,3790
4298	4298		the Secretary of State shall administratively dissolve the corporation by signing a certificate3791
4299	4299		of dissolution that recites the ground or grounds for dissolution and its effective date. The3792
4300	4300		Secretary of State shall file the original of the certificate.3793
4301	4301		(c) A corporation administratively dissolved continues its corporate existence but may not3794
4302	4302		carry on any business except that necessary to wind up and liquidate its business and affairs3795
4303	4303		under Code Section 14-3-1406. Winding up the business of a corporation that has been3796
4304	4304		administratively dissolved may include the corporation's proceeding, at any time after the3797
4305	4305		effective date of the administrative dissolution, (1) in accordance with Code Section3798
4306	4306		14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying3799
4307	4307		payment of the cost of publication, a notice containing the information specified in3800
4308	4308		subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims3801
4309	4309		against the administratively dissolved corporation will be limited as specified in Code3802
4310	4310		Sections 14-3-1407 and 14-3-1408, respectively.3803
4311	4311		(d) The administrative dissolution of a corporation does not terminate the authority of its3804
4312	4312		registered agent.3805
4313	4313		14-3-1422.3806
4314	4314		(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to3807
4315	4315		the Secretary of State for reinstatement within five years after the effective date of such3808
4316	4316		dissolution. The application shall:3809
4317	4317		(1) Recite the name of the corporation and the effective date of its administrative3810
4318	4318		dissolution;3811
4319	4319		(2) State that the ground or grounds for dissolution either did not exist or have been3812
4320	4320		eliminated;3813 23 LC 36 5426
4321	4321		S. B. 148
4322	4322		- 153 -
4323	4323		(3) Either be executed by the registered agent or an officer, director, or shareholder of3814
4324	4324		the corporation, in each case as set forth in the most recent annual registration of the3815
4325	4325		corporation filed with the Secretary of State, or be accompanied by a notarized statement,3816
4326	4326		executed by a person who was an officer, director, or shareholder member, or an heir,3817
4327	4327		successor, or assign of a person who was an officer, director, or shareholder member, of3818
4328	4328		the corporation at the time that the corporation was administratively dissolved, stating3819
4329	4329		that such person or decedent was an officer, director, or shareholder member of the3820
4330	4330		corporation at the time of administrative dissolution and such person has knowledge of3821
4331	4331		and assents to the application for reinstatement;3822
4332	4332		(4) Contain a statement by the corporation reciting that all taxes owed by the corporation3823
4333	4333		have been paid; and3824
4334	4334		(5) Be accompanied by the fee required for the application for reinstatement contained3825
4335	4335		in Code Section 14-3-122.3826
4336	4336		(b) The Secretary of State shall reserve the name of a corporation administratively3827
4337	4337		dissolved under Code Section 14-2-1421 14-3-1421 for such corporation's specific use for3828
4338	4338		a period of five years after the effective date of the dissolution or until the corporation is3829
4339	4339		reinstated, whichever is sooner.3830
4340	4340		(c) If the Secretary of State determines that the application contains the information3831
4341	4341		required by subsection (a) of this Code section and that the information is correct, the3832
4342	4342		Secretary of State shall prepare a certificate of reinstatement that recites his or her3833
4343	4343		determination and the effective date of reinstatement, file the original of the certificate, and3834
4344	4344		serve deliver a copy on to the corporation under Code Section 14-3-504 14-3-125.3835
4345	4345		(d) When the reinstatement is effective, it relates back to and takes effect as of the3836
4346	4346		effective date of the administrative dissolution and the corporation resumes carrying on its3837
4347	4347		business as if the administrative dissolution had never occurred.3838
4348	4348		(e) This Code section shall apply to all corporations administratively dissolved under Code3839
4349	4349		Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.3840 23 LC 36 5426
4350	4350		S. B. 148
4351	4351		- 154 -
4352	4352		14-3-1423.
4353	4353		3841
4354	4354		(a) If the Secretary of State denies a corporation's application for reinstatement following3842
4355	4355		administrative dissolution, he
4356	4356		the Secretary of State shall serve deliver to the corporation3843
4357	4357		under Code Section 14-3-504 with 14-3-125 a written notice that explains the reason or3844
4358	4358		reasons for denial.3845
4359	4359		(b) The corporation may appeal the denial of reinstatement to the superior court of the3846
4360	4360		county where the corporation's registered office is or was located within 30 days after3847
4361	4361		service of the notice of denial is perfected. The corporation appeals by petitioning the3848
4362	4362		court to set aside the dissolution and attaching to the petition copies of the Secretary of3849
4363	4363		State's certificate of dissolution, the corporation's application for reinstatement, and the3850
4364	4364		Secretary of State's notice of denial.3851
4365	4365		(c) The court's final decision may be appealed as in other civil proceedings.3852
4366	4366		Part 33853
4367	4367		14-3-1430.3854
4368	4368		The superior court may dissolve a corporation:3855
4369	4369		(1) In a proceeding by the Attorney General if it is established that:3856
4370	4370		(A) The corporation obtained its articles of incorporation through fraud or was3857
4371	4371		reinstated under Code Section 14-3-1422 through fraud; or3858
4372	4372		(B) The corporation has continued exceeded or abused, and is continuing to exceed or3859
4373	4373		abuse, the authority conferred upon it by law;3860
4374	4374		(2) In a proceeding by a member 50 members or members holding at least 5 percent of3861
4375	4375		the voting power, whichever is less, if it is established that:3862
4376	4376		(A) The directors are deadlocked in the management of the corporate affairs, the3863
4377	4377		members are unable to break the deadlock, and irreparable injury to the corporation is3864 23 LC 36 5426
4378	4378		S. B. 148
4379	4379		- 155 -
4380	4380		threatened or being suffered or the business and affairs of the corporation can no longer
4381	4381		3865
4382	4382		be conducted to the advantage of the members generally, because of the deadlock;3866
4383	4383		(B) The directors or those in control of the corporation have acted, are acting, or will3867
4384	4384		act in a manner that is illegal or fraudulent in connection with the operation or3868
4385	4385		management of the business and affairs of the corporation;3869
4386	4386		(C) The members are deadlocked in voting power and have failed, for a period that3870
4387	4387		includes at least two consecutive annual meeting dates, to elect successors to directors3871
4388	4388		whose terms have expired or would have expired; or3872
4389	4389		(D) The corporate assets are being misapplied or wasted;3873
4390	4390		(3) In a proceeding by a creditor if it is established that:3874
4391	4391		(A) The creditor's claim has been reduced to judgment, the execution on the judgment3875
4392	4392		has been returned unsatisfied, and the corporation is insolvent; or3876
4393	4393		(B) The corporation has admitted in writing that the creditor's claim is due and owing3877
4394	4394		and the corporation is insolvent; or3878
4395	4395		(4) In a proceeding by the corporation to have its voluntary dissolution continued under3879
4396	4396		court supervision;3880
4397	4397		provided, however, that all of the actions described in paragraphs (1) through (3) of this3881
4398	4398		Code section shall be stayed so long as the corporation is contesting, in good faith, in any3882
4399	4399		appropriate proceeding, the alleged grounds for dissolution.3883
4400	4400		14-3-1431.3884
4401	4401		(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a3885
4402	4402		proceeding brought by any other party named in Code Section 14-3-1430 lies in the county3886
4403	4403		where a corporation's registered office is or was last located.3887
4404	4404		(b) It is not necessary to make members or directors parties to a proceeding to dissolve a3888
4405	4405		corporation unless relief is sought against them individually.3889 23 LC 36 5426
4406	4406		S. B. 148
4407	4407		- 156 -
4408	4408		(c) A court in a proceeding brought to dissolve a corporation may issue injunctions,
4409	4409		3890
4410	4410		appoint a receiver or custodian pendente lite with all powers and duties the court directs,3891
4411	4411		take other action required to preserve the corporate assets wherever located, and carry on3892
4412	4412		the business of the corporation until a full hearing can be held.3893
4413	4413		14-3-1432.3894
4414	4414		(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or3895
4415	4415		more receivers to wind up and liquidate, or one or more custodians to manage, the business3896
4416	4416		and affairs of the corporation. The court shall hold a hearing, after notifying all parties to3897
4417	4417		the proceeding and any interested persons designated by the court, before appointing a3898
4418	4418		receiver or custodian. The court appointing a receiver or custodian has exclusive3899
4419	4419		jurisdiction over the corporation and all its property wherever located.3900
4420	4420		(b) The court may appoint an individual or a domestic corporation
4421	4421		or foreign corporation3901
4422	4422		(authorized to transact business in this state) as a receiver or custodian. The court may3902
4423	4423		require the receiver or custodian to post bond, with or without sureties, in an amount the3903
4424	4424		court directs.3904
4425	4425		(c) The court shall describe the powers and duties of the receiver or custodian in its3905
4426	4426		appointing order, which may be amended from time to time. Among other powers:3906
4427	4427		(1) The receiver:3907
4428	4428		(A) May dispose of all or any part of the assets of the corporation wherever located,3908
4429	4429		at a public or private sale, if authorized by the court; and3909
4430	4430		(B) May sue and defend in his the receiver's own name as receiver of the corporation3910
4431	4431		in all courts of this state; or3911
4432	4432		(2) The custodian may exercise all of the powers of the corporation, through or in place3912
4433	4433		of its board of directors or officers, to the extent necessary to manage the affairs of the3913
4434	4434		corporation in the best interests of its members and creditors.3914 23 LC 36 5426
4435	4435		S. B. 148
4436	4436		- 157 -
4437	4437		(d) The court, during a receivership, may redesignate the receiver a custodian and, during
4438	4438		3915
4439	4439		a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests3916
4440	4440		of the corporation, its members, and its
4441	4441		creditors.3917
4442	4442		(e) The court from time to time during the receivership or custodianship may order3918
4443	4443		compensation paid and expense disbursements or reimbursements made to the receiver or3919
4444	4444		custodian and his the receiver's attorney from the assets of the corporation or proceeds from3920
4445	4445		the sale of the assets.3921
4446	4446		14-3-1433.3922
4447	4447		(a) If after a hearing the court determines that one or more grounds for judicial dissolution3923
4448	4448		described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation3924
4449	4449		dissolved, and the clerk of the court shall deliver a certified copy of the decree to the3925
4450	4450		Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.3926
4451	4451		(b) After entering the order of dissolution, the court shall direct the winding up and3927
4452	4452		liquidation of the corporation's business and affairs in accordance with Code Section3928
4453	4453		14-3-1406. Winding up the business of a corporation judicially dissolved may include the3929
4454	4454		corporation's proceeding, after the date of the order of dissolution, (1) in accordance with3930
4455	4455		Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with3931
4456	4456		accompanying payment of the cost of publication, a notice containing the information3932
4457	4457		specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice,3933
4458	4458		claims against the dissolved corporation will be limited as specified in Code Sections3934
4459	4459		14-3-1407 and 14-3-1408 respectively.3935
4460	4460		(c) When the costs and expenses of dissolution proceedings and all debts, obligations, and3936
4461	4461		liabilities of the corporation have been paid and discharged or provided for and all of its3937
4462	4462		remaining assets distributed or provided for, whether to its members or, provided for3938
4463	4463		charitable corporations, to another entity described under subsection (a) of Code Section3939
4464	4464		14-3-1302, or such assets have been deposited with the Office of the State Treasurer as3940 23 LC 36 5426
4465	4465		S. B. 148
4466	4466		- 158 -
4467	4467		provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon
4468	4468		3941
4469	4469		filing of the decree with the Secretary of State, it shall have the same effect as articles of3942
4470	4470		dissolution.3943
4471	4471		Part 43944
4472	4472		14-3-1440.3945
4473	4473		Assets of a dissolved corporation that should be transferred to a creditor, claimant, or3946
4474	4474		member of the corporation who cannot be found or who is not competent to receive them3947
4475	4475		shall be reduced to cash and deposited with the Office of the State Treasurer for3948
4476	4476		safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of3949
4477	4477		entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her3950
4478	4478		or his or her representative that amount. After the Office of the State Treasurer has held3951
4479	4479		the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to3952
4480	4480		the Board of Regents of the University System of Georgia, to be held without liability for3953
4481	4481		profit or interest until a claim for such cash shall be filed with the Office of the State3954
4482	4482		Treasurer by the parties entitled thereto. No such claim shall be made more than six years3955
4483	4483		after such cash is deposited with the Office of the State Treasurer.3956
4484	4484		ARTICLE 153957
4485	4485		Part 13958
4486	4486		14-3-1501.3959
4487	4487		(a) A foreign corporation may not transact business in this state until it obtains a certificate3960
4488	4488		of authority from the Secretary of State.3961
4489	4489		(b) The following activities, among others, do not constitute transacting business within3962
4490	4490		the meaning of subsection (a) of this Code section:3963 23 LC 36 5426
4491	4491		S. B. 148
4492	4492		- 159 -
4493	4493		(1) Maintaining or defending any action or any administrative or arbitration proceeding
4494	4494		3964
4495	4495		or effecting the settlement thereof or the settlement of claims or disputes;3965
4496	4496		(2) Holding meetings of its directors or members or carrying on other activities3966
4497	4497		concerning its internal affairs;3967
4498	4498		(3) Maintaining bank accounts, share accounts in savings and loan associations,3968
4499	4499		custodian or agency arrangements with a bank or trust company, or stock or bond3969
4500	4500		brokerage accounts;3970
4501	4501		(4) Maintaining offices or agencies for the transfer, exchange, and registration of3971
4502	4502		memberships or securities or maintaining trustees or depositaries with respect to those3972
4503	4503		securities;3973
4504	4504		(5) Effecting sales through independent contractors;3974
4505	4505		(6) Soliciting or procuring orders, whether by mail or through employees or agents or3975
4506	4506		otherwise, where the orders require acceptance outside this state before becoming binding3976
4507	4507		contracts and where the contracts do not involve any local performance other than3977
4508	4508		delivery and installation;3978
4509	4509		(7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real3979
4510	4510		or personal property, or recording same;3980
4511	4511		(8) Securing or collecting debts or enforcing any rights in property securing the same;3981
4512	4512		(9) Owning, without more, real or personal property;3982
4513	4513		(10) Conducting an isolated transaction not in the course of a number of repeated3983
4514	4514		transactions of a like nature;3984
4515	4515		(11) Effecting transactions in interstate or foreign commerce;3985
4516	4516		(12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity,3986
4517	4517		where permitted so to serve by the laws of this state;3987
4518	4518		(13) Owning directly or indirectly an interest in or controlling directly or indirectly3988
4519	4519		another entity organized under the laws of or transacting business within this state; or3989 23 LC 36 5426
4520	4520		S. B. 148
4521	4521		- 160 -
4522	4522		(14) Serving as a manager of a limited liability company organized under the laws of or
4523	4523		3990
4524	4524		transacting business within this state.3991
4525	4525		(c) The list of activities in subsection (b) of this Code section is not exhaustive.3992
4526	4526		(d) This chapter shall not be deemed to establish a standard for activities which either
4527	4527		may3993
4528	4528		or may not subject a foreign corporation to taxation, or to service of process, registration3994
4529	4529		relating to charitable solicitations under Code Section 43-17-5, or regulation under any of3995
4530	4530		the laws of this state.3996
4531	4531		14-3-1502.3997
4532	4532		(a) A foreign corporation transacting business in this state without a certificate of authority3998
4533	4533		may not maintain a proceeding in any court in this state until it obtains a certificate of3999
4534	4534		authority.4000
4535	4535		(b) The successor to a foreign corporation that transacted business in this state without a4001
4536	4536		certificate of authority and the assignee of a cause of action arising out of that business may4002
4537	4537		not maintain a proceeding based on that cause of action in any court in this state unless4003
4538	4538		before the commencement of the proceeding the foreign corporation or its successor4004
4539	4539		obtains a certificate of authority.4005
4540	4540		(c) Notwithstanding subsections (a) and (b) of this Code section, the failure of a foreign4006
4541	4541		corporation to obtain a certificate of authority does not impair the validity of its corporate4007
4542	4542		acts or prevent it from defending any proceeding in this state.4008
4543	4543		14-3-1503.4009
4544	4544		(a) A foreign corporation may apply for a certificate of authority to transact business in4010
4545	4545		this state by delivering an application to the Secretary of State for filing. The application4011
4546	4546		must set forth:4012
4547	4547		(1) The name of the foreign corporation or, if its name is unavailable for use in this state,4013
4548	4548		a corporate name that satisfies the requirements of Code Section 14-3-1506;4014 23 LC 36 5426
4549	4549		S. B. 148
4550	4550		- 161 -
4551	4551		(2) The name of the state or country under whose law it is incorporated;
4552	4552		4015
4553	4553		(3) Its date of incorporation;4016
4554	4554		(4) The mailing address of its principal office;4017
4555	4555		(5) The address of its registered office in this state and the name of its registered agent4018
4556	4556		at that office; and4019
4557	4557		(6) The names and respective business addresses of its chief executive officer, chief4020
4558	4558		financial officer, and secretary, or individuals holding similar positions
4559	4559		.4021
4560	4560		(b) The foreign corporation shall deliver with the completed application a certificate of4022
4561	4561		existence (or a document of similar import) duly authenticated by the secretary of state or4023
4562	4562		other official having custody of corporate records in the state or country under whose law4024
4563	4563		it is incorporated.4025
4564	4564		14-3-1504.4026
4565	4565		(a) A foreign corporation authorized to transact business in this state must obtain an4027
4566	4566		amended certificate of authority from the Secretary of State if it changes:4028
4567	4567		(1) Its corporate name;4029
4568	4568		(2) The period of its duration; or4030
4569	4569		(3) The state or country of its incorporation.4031
4570	4570		(b) If a foreign corporation authorized to transact business in this state converts into a4032
4571	4571		foreign limited partnership or a foreign limited liability company:4033
4572	4572		(1) Such foreign corporation shall notify the Secretary of State that such conversion has4034
4573	4573		occurred no later than 30 days after the conversion, using such form as the Secretary of4035
4574	4574		State shall specify, which form may require such information and statements required to4036
4575	4575		be submitted by such type of foreign limited partnership or foreign limited liability4037
4576	4576		company initially applying for a certificate of authority to transact business in this state;4038
4577	4577		and4039 23 LC 36 5426
4578	4578		S. B. 148
4579	4579		- 162 -
4580	4580		(2) If such notice is timely given and such foreign corporation, foreign limited4040
4581	4581		partnership, or foreign limited liability company is required to obtain a certificate of4041
4582	4582		authority to transact business in this state:4042
4583	4583		(A) The authorization of such converted foreign corporation to transact business in this4043
4584	4584		state shall continue without interruption; and4044
4585	4585		(B) The certificate of authority issued to such converted foreign corporation under this4045
4586	4586		article shall constitute an amended certificate of authority that otherwise would be4046
4587	4587		issued under the laws of this state to such type of foreign limited partnership or foreign4047
4588	4588		limited liability company.4048
4589	4589		(b)(c) The requirements of Code Section 14-3-1503 for obtaining an original certificate4049
4590	4590		of authority apply to obtaining an amended certificate under this Code section.4050
4591	4591		14-3-1505.4051
4592	4592		(a) A certificate of authority authorizes the foreign corporation to which it is issued to4052
4593	4593		transact business in this state subject, however, to the right of the state to revoke the4053
4594	4594		certificate as provided in this chapter.4054
4595	4595		(b) A foreign corporation with a valid certificate of authority has the same but no greater4055
4596	4596		rights under this chapter and has the same but no greater privileges under this chapter as,4056
4597	4597		and except as otherwise provided by this chapter is subject to the same duties, restrictions,4057
4598	4598		penalties, and liabilities now or later imposed on, a domestic corporation of like character.4058
4599	4599		(c) This chapter does not authorize this state to regulate the organization or internal affairs4059
4600	4600		of a foreign corporation authorized to transact business in this state.4060
4601	4601		14-3-1506.4061
4602	4602		(a) If the corporate name of a foreign corporation does not satisfy the requirements of4062
4603	4603		Code Section 14-3-401, the foreign corporation to obtain or maintain a certificate of4063
4604	4604		authority to transact business in this state:4064 23 LC 36 5426
4605	4605		S. B. 148
4606	4606		- 163 -
4607	4607		(1) May add the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the
4608	4608		4065
4609	4609		abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or the name of its state of incorporation to its4066
4610	4610		corporate name for use in this state; or4067
4611	4611		(2) May use a fictitious or trade name to transact business in this state if its real name is4068
4612	4612		unavailable and it delivers to the Secretary of State for filing a copy of the resolution of4069
4613	4613		its board of directors, certified by its secretary, adopting the fictitious or trade name.4070
4614	4614		(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name4071
4615	4615		(including a fictitious name) of a foreign corporation must be distinguishable upon the4072
4616	4616		records of the Secretary of State from:4073
4617	4617		(1) The corporate name of a corporation, whether for profit or not for profit, incorporated4074
4618	4618		or authorized to transact business in this state;4075
4619	4619		(2) A corporate
4620	4620		name reserved or registered under this chapter or Chapter 2 of this title;4076
4621	4621		(3) The fictitious name adopted by a foreign corporation authorized to transact business4077
4622	4622		in this state because its real name is unavailable; and4078
4623	4623		(4) The name of a limited partnership or professional association reserved or filed with4079
4624	4624		the Secretary of State under this title; and4080
4625	4625		(5) The name of a limited liability company formed or authorized to transact business4081
4626	4626		in this state.4082
4627	4627		(c) A foreign corporation may apply to the Secretary of State for authorization to use in4083
4628	4628		this state the name of another corporation (incorporated or authorized to transact business4084
4629	4629		in this state) that is not distinguishable upon his or her records from the name applied for.4085
4630	4630		The Secretary of State shall authorize use of the name applied for if the other corporation4086
4631	4631		files with the Secretary of State articles of amendment to its articles of incorporation4087
4632	4632		changing its name to a name that is distinguishable upon the records of the Secretary of4088
4633	4633		State from the name of the applying corporation.4089
4634	4634		(d) A foreign corporation may use the name (including the fictitious name) of another4090
4635	4635		domestic corporation or foreign corporation whether for profit or not for profit that is used4091 23 LC 36 5426
4636	4636		S. B. 148
4637	4637		- 164 -
4638	4638		in this state if the other corporation is incorporated or authorized to transact business in this
4639	4639		4092
4640	4640		state and:4093
4641	4641		(1) The foreign corporation has merged with the other corporation;4094
4642	4642		(2) The foreign corporation has been formed by reorganization of the other corporation;4095
4643	4643		or4096
4644	4644		(3) The other domestic corporation
4645	4645		or foreign corporation has taken the steps required4097
4646	4646		by this chapter to change its name to a name that is distinguishable upon the records of4098
4647	4647		the Secretary of State from the name of the foreign corporation applying to use its former4099
4648	4648		name.4100
4649	4649		(e) If a foreign corporation authorized to transact business in this state changes its4101
4650	4650		corporate name to one that does not satisfy the requirements of Code Section 14-3-401, it4102
4651	4651		may not transact business in this state under the changed name until it adopts a name4103
4652	4652		satisfying the requirements of Code Section 14-3-401 and obtains an amended certificate4104
4653	4653		of authority under Code Section 14-3-1504.4105
4654	4654		14-3-1507.4106
4655	4655		Each foreign corporation authorized to transact business in this state must continuously4107
4656	4656		maintain in this state:4108
4657	4657		(1) A registered office that may be the same as any of its places of business; and4109
4658	4658		(2) A registered agent, who may be:4110
4659	4659		(A) An individual who resides in this state and whose business office is identical with4111
4660	4660		the registered office;4112
4661	4661		(B) A domestic corporation, domestic business corporation, or domestic limited4113
4662	4662		liability company whose business office is identical with the registered office; or4114
4663	4663		(C) A foreign corporation, foreign business corporation, or foreign limited liability4115
4664	4664		company authorized to transact business in this state whose business office is identical4116
4665	4665		with the registered office.4117 23 LC 36 5426
4666	4666		S. B. 148
4667	4667		- 165 -
4668	4668		14-3-1508.
4669	4669		4118
4670	4670		(a) A foreign corporation authorized to transact business in this state may change its4119
4671	4671		registered office or registered agent by delivering to the Secretary of State for filing an4120
4672	4672		amendment to its annual registration that sets forth:4121
4673	4673		(1) Its name;4122
4674	4674		(2) The street address of its current registered office;4123
4675	4675		(3) If the current registered office is to be changed, the street address of its new4124
4676	4676		registered office;4125
4677	4677		(4) The name of its current registered agent; and4126
4678	4678		(5) That after the change or changes are made, the street addresses of its registered office4127
4679	4679		and the business office of its registered agent will be identical.4128
4680	4680		(b) If a registered agent changes the street address of his or her business office, he or she4129
4681	4681		may change the street address of the registered office of any foreign corporation for which4130
4682	4682		he or she is the registered agent by notifying the corporation in writing of the change and4131
4683	4683		signing (either manually or in facsimile) and delivering to the Secretary of State for filing4132
4684	4684		an amendment to the annual registration that complies with the requirements of subsection4133
4685	4685		(a) of this Code section.4134
4686	4686		14-3-1509.4135
4687	4687		(a) The registered agent of a foreign corporation may resign his or her agency appointment4136
4688	4688		by signing and delivering to the Secretary of State for filing a statement of resignation. The4137
4689	4689		statement may include a statement that the registered office is also discontinued.4138
4690	4690		(b) On or before the date of filing of the statement of resignation, the registered agent shall4139
4691	4691		deliver or mail a written notice of the agent's intention to resign to the chief executive4140
4692	4692		officer, chief financial officer, or secretary of the corporation, or a person holding a
4693	4693		4141
4694	4694		position comparable to any of the foregoing, as named, and at the address as shown in the4142 23 LC 36 5426
4695	4695		S. B. 148
4696	4696		- 166 -
4697	4697		annual registration, or in the articles of incorporation if no annual registration has been4143
4698	4698		filed.4144
4699	4699		(c) The agency appointment is terminated, and the registered office discontinued if so4145
4700	4700		provided, on the earlier of the filing by the corporation of an amendment to its annual4146
4701	4701		registration designating a new registered agent and registered office if also discontinued4147
4702	4702		or the thirty-first day after the date on which the statement was filed.4148
4703	4703		14-3-1510.4149
4704	4704		(a) The registered agent of a foreign corporation authorized to transact business in this4150
4705	4705		state is the corporation's agent for service of any process, notice, or demand required or4151
4706	4706		permitted by law to be served on the foreign corporation.4152
4707	4707		(b) If a foreign corporation has no registered agent or its registered agent cannot with4153
4708	4708		reasonable diligence be served, the corporation may be served by registered or certified4154
4709	4709		mail or statutory overnight delivery, return receipt requested, addressed to the chief4155
4710	4710		executive officer, chief financial officer, or secretary of the foreign corporation, or a person4156
4711	4711		holding a position comparable to any of the foregoing, at its principal office shown in the4157
4712	4712		later of its application for a certificate of authority or its most recent annual registration.4158
4713	4713		Any party that serves a foreign corporation in accordance with this subsection shall also4159
4714	4714		serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.4160
4715	4715		(c) Service is perfected under subsection (b) of this Code section at the earliest of:4161
4716	4716		(1) The date the foreign corporation receives the mail;4162
4717	4717		(2) The date shown on the return receipt, if signed on behalf of the foreign corporation;4163
4718	4718		or4164
4719	4719		(3) Five days after its deposit in the United States mail, as evidenced by the postmark,4165
4720	4720		if mailed postpaid and correctly addressed.4166
4721	4721		(d) This Code section does not prescribe the only means, or necessarily the required4167
4722	4722		means, of serving a foreign corporation.4168 23 LC 36 5426
4723	4723		S. B. 148
4724	4724		- 167 -
4725	4725		(e) For service in a proceeding to enforce any obligation of a domestic corporation party
4726	4726		4169
4727	4727		to a merger, see subsection (b) of Code Section 14-3-1106.4170
4728	4728		Part 24171
4729	4729		14-3-1520.4172
4730	4730		(a) A foreign corporation authorized to transact business in this state may not withdraw4173
4731	4731		from this state until it obtains a certificate of withdrawal from the Secretary of State. A4174
4732	4732		foreign corporation authorized to transact business in this state that merges with and into4175
4733	4733		a domestic corporation pursuant to Code Section 14-3-1106 and is not the surviving4176
4734	4734		corporation in such merger need not obtain a certificate of withdrawal from the Secretary4177
4735	4735		of State.4178
4736	4736		(b) A foreign corporation authorized to transact business in this state may apply for a4179
4737	4737		certificate of withdrawal by delivering an application to the Secretary of State for filing.4180
4738	4738		The application must set forth:4181
4739	4739		(1) The name of the foreign corporation and the name of the state or country under4182
4740	4740		whose law it is incorporated;4183
4741	4741		(2) That it is not transacting business in this state and that it surrenders its authority to4184
4742	4742		transact business in this state;4185
4743	4743		(3) That it revokes the authority of its registered agent to accept service on its behalf and4186
4744	4744		appoints the Secretary of State as its agent for service of process in any proceeding based4187
4745	4745		on a cause of action arising during the time it was authorized to transact business in this4188
4746	4746		state;4189
4747	4747		(4) A mailing address to which a copy of any process served on the Secretary of State4190
4748	4748		under paragraph (3) of this subsection may be mailed under subsection (c) of this Code4191
4749	4749		section; and4192 23 LC 36 5426
4750	4750		S. B. 148
4751	4751		- 168 -
4752	4752		(5) A commitment to notify the Secretary of State in the future of any change in its
4753	4753		4193
4754	4754		mailing address.4194
4755	4755		(c) After the withdrawal of the corporation is effective, service of process on the Secretary4195
4756	4756		of State under this Code section is service on the foreign corporation. Any party that serves4196
4757	4757		process upon the Secretary of State in accordance with this subsection shall also mail a4197
4758	4758		copy of the process to the chief executive officer, chief financial officer, or the secretary4198
4759	4759		of the foreign corporation, or a person holding a comparable position,
4760	4760		at the mailing4199
4761	4761		address set forth under subsection (b) of this Code section.4200
4762	4762		Part 34201
4763	4763		14-3-1530.4202
4764	4764		The Secretary of State may commence a proceeding under Code Section 14-3-1531 to4203
4765	4765		revoke the certificate of authority of a foreign corporation authorized to transact business4204
4766	4766		in this state if:4205
4767	4767		(1) The foreign corporation does not deliver its annual registration to the Secretary of4206
4768	4768		State within 60 days after it is due;4207
4769	4769		(2) The foreign corporation does not pay within 60 days after they are due any fees,4208
4770	4770		taxes, or penalties imposed by this chapter or other law;4209
4771	4771		(3) The foreign corporation is without a registered agent or registered office in this state4210
4772	4772		for 60 days or more;4211
4773	4773		(4) The foreign corporation does not inform the Secretary of State under Code Section4212
4774	4774		14-3-1508 or 14-3-1509 that its registered agent or registered office has changed, that its4213
4775	4775		registered agent has resigned, or that its registered office has been discontinued within4214
4776	4776		60 days of the change, resignation, or discontinuance;4215 23 LC 36 5426
4777	4777		S. B. 148
4778	4778		- 169 -
4779	4779		(5) An incorporator, director, officer, or agent of the foreign corporation signed a
4780	4780		4216
4781	4781		document he or she knew was false in any material respect with intent that the document4217
4782	4782		be delivered to the Secretary of State for filing; or4218
4783	4783		(6) The Secretary of State receives a duly authenticated certificate from the secretary of4219
4784	4784		state or other official having custody of corporate records in the state or country under4220
4785	4785		whose law the foreign corporation is incorporated stating that it has been dissolved or4221
4786	4786		disappeared as the result of a merger.4222
4787	4787		14-3-1531.4223
4788	4788		(a) If the Secretary of State determines that one or more grounds exist under Code Section4224
4789	4789		14-3-1530 for revocation of a certificate of authority, he or she shall provide the foreign4225
4790	4790		corporation with written notice of his or her determination by mailing a copy of the notice,4226
4791	4791		by first-class mail, to the foreign corporation at the last known address of its principal4227
4792	4792		office or to the registered agent.4228
4793	4793		(b) If the foreign corporation does not correct each ground for revocation or demonstrate4229
4794	4794		to the reasonable satisfaction of the Secretary of State that each ground determined by the4230
4795	4795		Secretary of State does not exist within 60 days after notice is provided to the corporation,4231
4796	4796		the Secretary of State may revoke the foreign corporation's certificate of authority by4232
4797	4797		signing a certificate of revocation that recites the ground or grounds for revocation and its4233
4798	4798		effective date.4234
4799	4799		(c) The authority of a foreign corporation to transact business in this state ceases on the4235
4800	4800		date shown on the certificate revoking its certificate of authority.4236
4801	4801		(d) The Secretary of State's revocation of a foreign corporation's certificate of authority4237
4802	4802		appoints the Secretary of State as the foreign corporation's agent for service of process in4238
4803	4803		any proceeding based on a cause of action which arose during the time the foreign4239
4804	4804		corporation was authorized to transact business in this state. Service of process on the4240
4805	4805		Secretary of State under this subsection is service on the foreign corporation. Any party4241 23 LC 36 5426
4806	4806		S. B. 148
4807	4807		- 170 -
4808	4808		that serves process upon the Secretary of State shall also mail a copy of the process to the
4809	4809		4242
4810	4810		chief executive officer, chief financial officer, or the secretary of the foreign corporation,4243
4811	4811		or a person holding a comparable position,
4812	4812		at its principal office shown in its most recent4244
4813	4813		annual registration or in any subsequent communication received by the Secretary of State4245
4814	4814		from the corporation stating the current mailing address of its principal office, or, if none4246
4815	4815		is on file, in its application for a certificate of authority.4247
4816	4816		(e) Revocation of a foreign corporation's certificate of authority does not terminate the4248
4817	4817		authority of the registered agent of the corporation.4249
4818	4818		14-3-1532.4250
4819	4819		(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate4251
4820	4820		of authority to the Superior Court of Fulton County within 30 days after service of the4252
4821	4821		certificate of revocation is perfected under Code Section 14-3-1510. The foreign4253
4822	4822		corporation appeals by petitioning the court to set aside the revocation and attaching to the4254
4823	4823		petition copies of its certificate of authority and the Secretary of State's certificate of4255
4824	4824		revocation.4256
4825	4825		(b) The court may summarily order the Secretary of State to reinstate the certificate of4257
4826	4826		authority or may take any other action the court considers appropriate.4258
4827	4827		(c) The court's final decision may be appealed as in other civil proceedings.4259
4828	4828		Part 44260
4829	4829		14-3-1540.4261
4830	4830		(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under4262
4831	4831		the procedure available prior to that date and which is a domesticated foreign corporation4263
4832	4832		on that date shall have perpetual duration as a domesticated foreign corporation of this state4264
4833	4833		unless its existence is terminated in its jurisdiction of incorporation or its domesticated4265 23 LC 36 5426
4834	4834		S. B. 148
4835	4835		- 171 -
4836	4836		status is dissolved in accordance with the provisions of this chapter relating to involuntary
4837	4837		4266
4838	4838		dissolution or until such time as it withdraws from this state in the manner provided in this4267
4839	4839		chapter. Such domesticated foreign corporations and the members thereof shall have all the4268
4840	4840		rights, privileges, and immunities and be subject to all the duties, liabilities, and disabilities4269
4841	4841		applicable to similar corporations organized under the laws of this state and applicable to4270
4842	4842		the members thereof, except as may be provided with respect to such domesticated foreign4271
4843	4843		corporations by any of the laws of this state existing on April 1, 1969, or coming into4272
4844	4844		existence thereafter.4273
4845	4845		(b) Whenever the term 'foreign corporation authorized to transact business in this state' is4274
4846	4846		used in this chapter, it shall be deemed to include domesticated foreign corporations, except4275
4847	4847		where the context or this chapter otherwise requires.4276
4848	4848		ARTICLE 164277
4849	4849		Part 14278
4850	4850		14-3-1601.4279
4851	4851		(a) A corporation shall keep as permanent records minutes of all meetings of its members4280
4852	4852		and board of directors, executed consents evidencing all actions taken by the members or4281
4853	4853		board of directors without a meeting, a record of all actions taken by a committee of the4282
4854	4854		board of directors in place of the board of directors on behalf of the corporation, and4283
4855	4855		waivers of notice of all meetings of the board of directors and its committees.4284
4856	4856		(b) A corporation shall maintain appropriate accounting records.4285
4857	4857		(c) A corporation or its agent shall maintain a record of its members in a form that permits4286
4858	4858		preparation of a list of the name and address of all members, in alphabetical order by class,4287
4859	4859		showing the number of votes each member is entitled to cast.4288
4860	4860		(d) A corporation shall maintain its records in written form or in another form capable of4289
4861	4861		conversion into written form within a reasonable time.4290 23 LC 36 5426
4862	4862		S. B. 148
4863	4863		- 172 -
4864	4864		14-3-1602.
4865	4865		4291
4866	4866		(a) A corporation shall keep a copy of the following records:4292
4867	4867		(1) Its articles or restated articles of incorporation and all amendments to them currently4293
4868	4868		in effect;4294
4869	4869		(2) Its bylaws or restated bylaws and all amendments to them currently in effect;4295
4870	4870		(3) Resolutions adopted by either its members or board of directors increasing or4296
4871	4871		decreasing the number of directors or the classification of directors, or relating to the4297
4872	4872		characteristics, qualifications, rights, limitations, and obligations of members or any class4298
4873	4873		or category of members;4299
4874	4874		(4) Resolutions adopted by either its members or board of directors relating to the4300
4875	4875		characteristics, qualifications, rights, limitations, and obligations of members or any class4301
4876	4876		or category of members;4302
4877	4877		(5) The minutes of all meetings of members, executed waivers of notice of meetings, and4303
4878	4878		executed consents, delivered in writing or by electronic transmission, evidencing all4304
4879	4879		actions taken or approved by the members without a meeting, for the past three years;4305
4880	4880		(6) All communications in writing or by electronic transmission to members generally4306
4881	4881		within the past three years, including the financial statements furnished for the past three4307
4882	4882		years under Code Section 14-3-1620;4308
4883	4883		(7) A list of the names and business or home addresses of its current directors and4309
4884	4884		officers; and4310
4885	4885		(8) Its most recent annual registration delivered to the Secretary of State under Code4311
4886	4886		Section 14-3-1622.4312
4887	4887		(b) A member is entitled to inspect and copy, at a reasonable time and location specified4313
4888	4888		by the corporation, any of the records of the corporation described in subsection (a) of this4314
4889	4889		Code section if the member gives the corporation written notice or a written demand at4315
4890	4890		least five business days before the date on which the member wishes to inspect and copy.4316 23 LC 36 5426
4891	4891		S. B. 148
4892	4892		- 173 -
4893	4893		(c) A member is entitled to inspect and copy, at a reasonable time and reasonable location
4894	4894		4317
4895	4895		specified by the corporation, any of the following records of the corporation if the member4318
4896	4896		meets the requirements of subsection (d) of this Code section and gives the corporation4319
4897	4897		written notice at least five business days before the date on which the member wishes to4320
4898	4898		inspect and copy:4321
4899	4899		(1) Excerpts from minutes of any meeting of the board of directors, records of any action4322
4900	4900		of a committee of the board of directors while acting in place of the board of directors on4323
4901	4901		behalf of the corporation, minutes of any meeting of the members, and records of action4324
4902	4902		taken by the members or the board of directors without a meeting, to the extent not4325
4903	4903		subject to inspection under subsection (a) of this Code section;4326
4904	4904		(2) Accounting records of the corporation; and4327
4905	4905		(3) Subject to Code Section 14-3-1605, the membership list.4328
4906	4906		(d) A member may inspect and copy the records identified in subsection (c) of this Code4329
4907	4907		section only if:4330
4908	4908		(1) The member's demand is made in good faith and for a proper purpose that is4331
4909	4909		reasonably relevant to the member's legitimate interest as a member;4332
4910	4910		(2) The member describes with reasonable particularity the purpose and the records the4333
4911	4911		member desires to inspect;4334
4912	4912		(3) The records are directly connected with this purpose; and4335
4913	4913		(4) The records are to be used only for the stated purpose.4336
4914	4914		(e) The corporation may impose reasonable restrictions on the confidentiality, use, or
4915	4915		4337
4916	4916		distribution of the records described in subsection (c) of this Code section.4338
4917	4917		(f) This Code section does not affect:4339
4918	4918		(1) The right of a member to inspect records under Code Section 14-3-720 or, if the4340
4919	4919		member is in litigation with the corporation, to the same extent as any other litigant; or4341
4920	4920		(2) The power of a court, independently of this chapter, to compel the production of4342
4921	4921		corporate records for examination.4343 23 LC 36 5426
4922	4922		S. B. 148
4923	4923		- 174 -
4924	4924		14-3-1603.
4925	4925		4344
4926	4926		(a) A member's agent or attorney has the same inspection and copying rights as the4345
4927	4927		member the agent or attorney represents.4346
4928	4928		(b) The right to copy records under Code Section 14-3-1602 includes, if reasonable, the4347
4929	4929		right to receive copies made by photographic, xerographic
4930	4930		electronic, or other means.4348
4931	4931		(c) The corporation may impose a reasonable charge, covering the costs of labor and4349
4932	4932		material, for copies of any documents provided to the member. The charge may not exceed4350
4933	4933		the estimated cost of production or reproduction of the records.4351
4934	4934		(d) A corporation shall convert into written form without charge any record not in written4352
4935	4935		form, upon written request of a person entitled to inspect it.4353
4936	4936		(e) The corporation may comply with a member's demand to inspect the record of4354
4937	4937		members under paragraph (3) of subsection (c) of Code Section 14-3-1602 by providing4355
4938	4938		the member with a list of its members that was compiled no earlier than the date of the4356
4939	4939		member's demand.4357
4940	4940		14-3-1604.4358
4941	4941		(a) If a corporation does not allow a member who complies with subsection (b) of Code4359
4942	4942		Section 14-3-1602 to inspect and copy any records required by that subsection to be4360
4943	4943		available for inspection, the superior court may summarily order inspection and copying4361
4944	4944		of the records demanded at the corporation's expense upon application of the member.4362
4945	4945		(b) If a corporation does not within a reasonable time allow a member to inspect and copy4363
4946	4946		any other record, the member who complies with subsections (b) and (c) of Code Section4364
4947	4947		14-3-1602 may apply to the superior court for an order to permit inspection and copying4365
4948	4948		of the records demanded. The court shall dispose of an application under this subsection4366
4949	4949		on an expedited basis.4367
4950	4950		(c) If the court orders inspection and copying of the records demanded, it shall also order4368
4951	4951		the corporation to pay the member's costs (including reasonable attorneys' attorney's fees)4369 23 LC 36 5426
4952	4952		S. B. 148
4953	4953		- 175 -
4954	4954		incurred to obtain the order unless the corporation proves that it refused inspection in good
4955	4955		4370
4956	4956		faith because it had a reasonable basis for doubt about the right of the member to inspect4371
4957	4957		the records demanded.4372
4958	4958		(d) If the court orders inspection and copying of the records demanded, it may impose4373
4959	4959		reasonable restrictions on the use or distribution of the records by the demanding member.4374
4960	4960		14-3-1605.4375
4961	4961		Without consent of the board, a membership list or any part thereof may not be obtained4376
4962	4962		or used by any person for any purpose unrelated to a member's interest as a member.4377
4963	4963		Without limiting the generality of the foregoing, without the consent of the board a4378
4964	4964		membership list or any part thereof may not be:4379
4965	4965		(1) Used to solicit money or property unless such money or property will be used solely4380
4966	4966		to solicit the votes of the members in an election to be held by the corporation;4381
4967	4967		(2) Used for any commercial purpose; or4382
4968	4968		(3) Sold to or purchased by any person.4383
4969	4969		14-3-1606.
4970	4970		4384
4971	4971		(a) A director of a corporation is entitled to inspect and copy the books, records, and4385
4972	4972		documents of the corporation at any reasonable time to the extent reasonably related to the4386
4973	4973		performance of the director's duties as a director, including duties as a member of a board4387
4974	4974		committee, but not for any other purpose or in any manner that would violate any duty to4388
4975	4975		the corporation or any law.4389
4976	4976		(b) Upon application of a director who has been refused such inspection and copying4390
4977	4977		rights, the superior court shall order inspection and copying of the books, records, and4391
4978	4978		documents at the corporation's expense, unless the corporation establishes that the director4392
4979	4979		is not entitled to such inspection and copying rights. The court shall dispose of an4393
4980	4980		application under this Code section on an expedited basis.4394 23 LC 36 5426
4981	4981		S. B. 148
4982	4982		- 176 -
4983	4983		(c) If an order is issued, the court may include provisions protecting the corporation from4395
4984	4984		undue burden or expense, and prohibiting the director from using information obtained4396
4985	4985		upon exercise of the inspection and copying rights in a manner that would violate a duty4397
4986	4986		to the corporation or any law, and may also order the corporation to reimburse the director4398
4987	4987		for the director's expenses (including attorney's fees) incurred in connection with the4399
4988	4988		application.4400
4989	4989		Part 24401
4990	4990		14-3-1620.4402
4991	4991		(a) A corporation upon request in writing or by electronic transmission from a member4403
4992	4992		shall furnish that member its latest prepared annual financial statements, which may be4404
4993	4993		consolidated or combined statements of the corporation and one or more of its subsidiaries4405
4994	4994		or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end4406
4995	4995		of the fiscal year and statement of operations for that year. If financial statements are4407
4996	4996		prepared for the corporation on the basis of generally accepted accounting principles, the4408
4997	4997		annual financial statements must also be prepared on that basis.4409
4998	4998		(b) If annual financial statements are reported upon by a public accountant, the4410
4999	4999		accountant's report must accompany them. If not, the statements must be accompanied by4411
5000	5000		the statement of the president chief executive officer or the person responsible for the4412
5001	5001		corporation's financial accounting records:4413
5002	5002		(1) Stating the president's chief executive officer's or other person's reasonable belief as4414
5003	5003		to whether the statements were prepared on the basis of generally accepted accounting4415
5004	5004		principles and, if not, describing the basis of preparation; and4416
5005	5005		(2) Describing any respects in which the statements were not prepared on a basis of4417
5006	5006		accounting consistent with the statements prepared for the preceding year.4418 23 LC 36 5426
5007	5007		S. B. 148
5008	5008		- 177 -
5009	5009		14-3-1621.
5010	5010		4419
5011	5011		If a corporation indemnifies or advances expenses to a director under Code Section4420
5012	5012		14-3-851, 14-3-852, 14-3-853, or 14-3-854 in connection with a proceeding by or in the4421
5013	5013		right of the corporation, the corporation shall report the indemnification or advance in4422
5014	5014		writing to the members with or before the notice of the next meeting of members.4423
5015	5015		14-3-1622.4424
5016	5016		(a) Each domestic corporation and each foreign corporation authorized to transact business4425
5017	5017		in this state shall deliver to the Secretary of State for filing an annual registration that sets4426
5018	5018		forth:4427
5019	5019		(1) The name of the corporation and the state or country under whose law it is4428
5020	5020		incorporated;4429
5021	5021		(2) The street address and county of its registered office and the name of its registered4430
5022	5022		agent at that office in this state;4431
5023	5023		(3) The mailing address of its principal office, if any; and4432
5024	5024		(4) The names and respective addresses of its chief executive officer, chief financial4433
5025	5025		officer, and secretary, or individuals holding similar positions
5026	5026		.4434
5027	5027		(b) Information in the annual registration must be current as of the date the annual4435
5028	5028		registration is executed on behalf of the corporation.4436
5029	5029		(c) The first annual registration must be delivered to the Secretary of State between4437
5030	5030		January 1 and April 1, or such other date as the Secretary of State may specify by rules or4438
5031	5031		regulations, of the year following the calendar year in which a domestic corporation was4439
5032	5032		incorporated or a foreign corporation was authorized to transact business. Subsequent4440
5033	5033		annual registrations must be delivered to the Secretary of State between January 1 and4441
5034	5034		April 1, or such other date as the Secretary of State may specify by rules or regulations, of4442
5035	5035		the following calendar years.4443 23 LC 36 5426
5036	5036		S. B. 148
5037	5037		- 178 -
5038	5038		(d) The initial annual registration of a domestic corporation shall be filed within 90 days
5039	5039		4444
5040	5040		after the day its articles of incorporation are delivered to the Secretary of State for filing.4445
5041	5041		However, the initial annual registration of a domestic corporation whose articles of4446
5042	5042		incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall4447
5043	5043		be filed between January 1 and April 1 of the year next succeeding the calendar year in4448
5044	5044		which its certificate of incorporation is issued by the Secretary of State.4449
5045	5045		(e) If an annual registration does not contain the information required by this Code section,4450
5046	5046		the Secretary of State shall promptly notify the reporting domestic corporation
5047	5047		or foreign4451
5048	5048		corporation in writing and return the report to it for correction. If the report is corrected4452
5049	5049		to contain the information required by this Code section and delivered to the Secretary of4453
5050	5050		State within 30 days after the effective date of notice, it is deemed to be timely filed.4454
5051	5051		ARTICLE 174455
5052	5052		14-3-1701.4456
5053	5053		(a) Subject to the limitations of subsection (b) of this Code section, this chapter shall4457
5054	5054		apply:4458
5055	5055		(1) To all nonprofit corporations, existing on or formed after July 1, 1991, including4459
5056	5056		nonprofit corporations organized under any prior general corporation law of this state or4460
5057	5057		under Chapter 3 of Title 14 of the Official Code of Georgia Annotated in effect prior to4461
5058	5058		July 1, 1991, that is repealed by this chapter;4462
5059	5059		(2) To all nonprofit corporations created by special Act of the General Assembly as to4463
5060	5060		which power has been reserved to withdraw the franchise;4464
5061	5061		(3) To any nonprofit corporation, organization, or association, to the extent that the4465
5062	5062		former general corporation law of this state or any of its provisions or this chapter or any4466
5063	5063		of its provisions specifically have been or shall be made applicable to such corporation,4467
5064	5064		organization, or association; and4468 23 LC 36 5426
5065	5065		S. B. 148
5066	5066		- 179 -
5067	5067		(4) To any corporation organized under any statute of this state or if it were originally
5068	5068		4469
5069	5069		created by special Act of the General Assembly without reservation of power to withdraw4470
5070	5070		the franchise, if under any prior general corporation law of this state applicable to4471
5071	5071		nonprofit corporations such corporation either has amended its charter or has been a party4472
5072	5072		to a merger or a consolidation, and also to any such corporation which after July 1, 1991,4473
5073	5073		in an amendment to its articles of incorporation or restatement of the articles of4474
5074	5074		incorporation or in a merger or a consolidation, elects to be subject to this chapter. Any4475
5075	5075		such corporation shall have all the rights, privileges, franchises, immunities, and powers4476
5076	5076		and shall be subject to all the duties, liabilities, and disabilities of a corporation to which4477
5077	5077		this chapter applies as well as of the statute or special Act by which such corporation was4478
5078	5078		originally created;
5079	5079		, but in the event of a conflict between such statute or special Act and4479
5080	5080		this chapter, such statute or special Act shall govern.4480
5081	5081		(b) This chapter shall not apply:4481
5082	5082		(1) To corporations organized under a statute of this state other than either this chapter4482
5083	5083		or any prior general corporation law, except to the extent that the former general4483
5084	5084		corporation law of this state applicable to nonprofit corporations or any of its provisions4484
5085	5085		or this chapter or any of its provisions specifically have been or shall be made applicable4485
5086	5086		to such corporations;4486
5087	5087		(2) To any corporation originally created by special Act of the General Assembly as to4487
5088	5088		which power has not been reserved to withdraw the franchise, except as otherwise4488
5089	5089		provided in subsection (a) of this Code section;4489
5090	5090		(3) To any corporation originally created by special Act of the General Assembly as to4490
5091	5091		which power has been reserved to withdraw the franchise, if the purpose of the4491
5092	5092		corporation would require its organization to take place under a statute other than this4492
5093	5093		chapter, if it were being organized after July 1, 1991, except to the extent that the former4493
5094	5094		general corporation law of this state or any of its provisions or this chapter or any of its4494 23 LC 36 5426
5095	5095		S. B. 148
5096	5096		- 180 -
5097	5097		provisions specifically have been or shall be made applicable to corporations organized
5098	5098		4495
5099	5099		for that purpose;4496
5100	5100		(4) To any public authority created by special Act of the General Assembly, except to4497
5101	5101		the extent that the former general corporation law of this state or any of its provisions or4498
5102	5102		this chapter or any of its provisions specifically have been or shall be made applicable to4499
5103	5103		such public authority; or4500
5104	5104		(5) To corporations of any class to the extent that such class is specifically exempted4501
5105	5105		from this chapter or any of its provisions.4502
5106	5106		(c) This chapter shall not impair the existence of any nonprofit corporation existing on July4503
5107	5107		1, 1991. Subject to Code Section 14-3-610, any such existing corporation to which this4504
5108	5108		chapter is applicable and its members, directors, and officers shall have the same rights and4505
5109	5109		be subject to the same limitations, restrictions, liabilities, and penalties as a corporation4506
5110	5110		formed under this chapter and its members, directors, and officers.4507
5111	5111		(d) If the articles of incorporation, charter, or bylaws of a corporation in existence on July4508
5112	5112		1, 1991, contain any provisions that were not authorized or permitted by the prior general4509
5113	5113		corporation law of this state but which are authorized or permitted by this chapter, the4510
5114	5114		provisions of the articles of incorporation, charter, or bylaws shall be valid on and from that4511
5115	5115		date, and action may be taken on and from that date in reliance on those provisions. If the4512
5116	5116		articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991,4513
5117	5117		contain any provisions that were authorized or permitted by the prior nonprofit corporation4514
5118	5118		law of this state, that were validly adopted under the law in effect at the time of their4515
5119	5119		adoption, and that are authorized or permitted by this chapter, the provisions of the articles4516
5120	5120		of incorporation, charter, or bylaws shall continue to be valid on and from that date,4517
5121	5121		whether or not this chapter imposes requirements for the adoption of such provisions that4518
5122	5122		are different from those in effect at the time the provisions were adopted.4519 23 LC 36 5426
5123	5123		S. B. 148
5124	5124		- 181 -
5125	5125		(e) This chapter shall apply to commerce with foreign nations and among the several states
5126	5126		4520
5127	5127		only insofar as the application may be permitted under the Constitution and laws of the4521
5128	5128		United States.4522
5129	5129		14-3-1702.4523
5130	5130		A foreign corporation transacting business in this state on or after July 1, 1991, is subject4524
5131	5131		to this chapter. A foreign corporation that is authorized to transact business or conduct4525
5132	5132		affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.4526
5133	5133		14-3-1703.4527
5134	5134		(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this4528
5135	5135		chapter does not affect:4529
5136	5136		(1) The operation of the statute or any action taken under it before its repeal;4530
5137	5137		(2) Any ratification, right, remedy, privilege, obligation, or
5138	5138		cause of action, liability,4531
5139	5139		penalty, or action or special proceeding acquired, accrued, or incurred under the statute4532
5140	5140		before its repeal; but the same, as well as actions that are pending on July 1, 1991, may4533
5141	5141		be asserted, enforced, prosecuted, or defended as if the prior statute has not been4534
5142	5142		repealed;4535
5143	5143		(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred4536
5144	5144		because of the violation, before its repeal;4537
5145	5145		(4) Transactions validly entered into before July 1, 1991, and the rights, duties, and4538
5146	5146		interests flowing from them shall remain valid thereafter and may be terminated,4539
5147	5147		completed, consummated, or enforced as required or permitted by any statute repealed4540
5148	5148		by this chapter as though the repeal had not occurred;4541
5149	5149		(5) Any proceeding, reorganization, or dissolution commenced under the statute before4542
5150	5150		its repeal, and the proceeding, reorganization, or dissolution may be completed in4543
5151	5151		accordance with the statute as if it had not been repealed;4544 23 LC 36 5426
5152	5152		S. B. 148
5153	5153		- 182 -
5154	5154		(6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in
5155	5155		4545
5156	5156		existence on July 1, 1991, that was authorized or permitted by the prior nonprofit4546
5157	5157		corporation law of this state, that was validly adopted under the law in effect at the time4547
5158	5158		of its adoption, and that is authorized or permitted by this chapter; or4548
5159	5159		(7) Any meeting of members or directors or action by written consent noticed or any4549
5160	5160		action taken before its repeal as a result of a meeting of members or directors or action4550
5161	5161		by written consent.4551
5162	5162		(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter4552
5163	5163		is reduced by this chapter, the penalty or punishment if not already imposed shall be4553
5164	5164		imposed in accordance with this chapter."4554
5165	5165		PART II4555
5166	5166		SECTION 2-1.4556
5167	5167		Code Section 8-2-42 of the Official Code of Georgia Annotated, relating to bribery of4557
5168	5168		property or association managers regarding claims for damages arising out of construction4558
5169	5169		defects prohibited and procedure for bringing action to remedy construction defects, is4559
5170	5170		amended by revising paragraph (1) of subsection (e) as follows:4560
5171	5171		"(1) The members of the association have voted to approve commencement of an action4561
5172	5172		by two-thirds of the votes cast, by statutory written ballot as provided in Code Section4562
5173	5173		14-3-708
5174	5174		14-3-707 or have approved commencement of an action by the affirmative vote4563
5175	5175		of at least two-thirds of the total membership at a meeting of the members at which a4564
5176	5176		quorum is present;"4565
5177	5177		SECTION 2-2.4566
5178	5178		Code Section 14-5-40 of the Official Code of Georgia Annotated, relating to applicability of4567
5179	5179		Chapter 3 of Title 14, is amended as follows:4568 23 LC 36 5426
5180	5180		S. B. 148
5181	5181		- 183 -
5182	5182		"14-5-40.
5183	5183		4569
5184	5184		Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for4570
5185	5185		religious, fraternal, or educational purposes, including incorporated churches, religious and4571
5186	5186		fraternal societies, schools, academies, colleges, or universities which are 'corporations' as4572
5187	5187		that term is defined in paragraph (6) of
5188	5188		Code Section 14-3-140."4573
5189	5189		PART III4574
5190	5190		SECTION 3-1.4575
5191	5191		All laws and parts of laws in conflict with this Act are repealed.4576