Georgia Senate Bill SB148 Latest Draft

                            23 LC 36 5426
S. B. 148
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Senate Bill 148
By: Senators Kennedy of the 18th, Strickland of the 17th, Gooch of the 51st, Robertson of
the 29th, Anavitarte of the 31st and others 
AS PASSED
A BILL TO BE ENTITLED
AN ACT
To amend Chapter 3 of Title 14 of the Official Code of Georgia Annotated, relating to
1
nonprofit corporations, so as to comprehensively revise, simplify, and modernize said2
chapter; to provide for construction of said chapter; to provide definitions that clarify,3
shorten, and simplify the chapter and allow corporations flexibility in their articles and4
bylaws; to effect an order of bankruptcy relief upon the powers and duties of the corporation;5
to change certain provisions relating to forms, document filings, and fees; to provide that the6
articles of correction shall not state a delayed effective date; to clarify certain duties of the7
Secretary of State related to filings; to clarify the process for filing an appeal related to the8
Secretary of State's refusal to file certain documents; to clarify provisions related to the9
correction of filed documents; to provide for the signing of certain documents by an attorney10
in fact; to modernize and clarify certain provisions relating to notice, meetings, articles of11
incorporation, and emergency powers; to clarify the criteria and procedures for membership;12
to change and clarify certain provisions relating to liability for dues, assessments, or fees; to13
change certain provisions relating to how a corporation provides for delegates; to change,14
modernize, and clarify provisions relating to holding of, notice of, actions taken at,15
membership lists for, quorum to act at, and voting at membership meetings; to change and16
clarify certain provisions relating to agreements among members and derivative proceedings;17
to revise standing requirements for derivative actions; to change and clarify the number,18 23 LC 36 5426
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election, resignation, removal, vacancies, meetings, and quorum of the board of directors;
19
to clarify the process for appointment of committee members by the board of directors; to20
provide for directors' rights of access to corporate books and records;  to change certain21
provisions relating to the standards of conduct for directors and officers; to clarify the types,22
duties, resignation, and removal of officers of a corporation; to change certain provisions23
related to indemnification and reimbursement of legal fees; to change certain provisions24
relating to conflicts of interest; to specify that members of corporations do not have certain25
property rights; to reorganize and clarify certain provisions relating to mergers; to change26
certain provisions relating to disposition of assets, distributions, and dissolution; to change27
certain provisions related to certificates of authority, foreign corporations, and inspection28
rights; to amend Code Section 8-2-42 of the Official Code of Georgia Annotated, relating to29
bribery of property or association managers regarding claims for damages arising out of30
construction defects prohibited and procedure for bringing action to remedy construction31
defects, so as to conform a cross-reference; to amend Code Section 14-5-40 of the Official32
Code of Georgia Annotated, relating to applicability of Chapter 3 of Title 14, so as to33
conform a cross-reference; to provide for related matters; to repeal conflicting laws; and for34
other purposes.35
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:36
PART I37
SECTION 1-1.38
Chapter 3 of Title 14 of the Official Code of Georgia Annotated, relating to nonprofit39
corporations, is amended as follows:40 23 LC 36 5426
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"CHAPTER 3
41
ARTICLE 142
Part 143
14-3-101.44
This chapter shall be known and may be cited as the 'Georgia Nonprofit Corporation Code.'45
14-3-102.46
The General Assembly has power to amend or repeal all or part of this chapter at any time,
47
and all domestic corporations and foreign corporations subject to this chapter are governed48
by the amendment or repeal.49
14-3-103.50
Each provision of this chapter shall have independent legal significance.51
14-3-104.52
(a)  Any corporation, with respect to which an order for relief has been entered pursuant53
to the federal Bankruptcy Code (11 U.S.C. Section 101, et seq.), may put into effect and54
carry out any decrees and orders of the court or judge in such bankruptcy proceeding and55
may take any corporate action provided or directed by such decrees and orders, without56
further action by its directors or members.  Such power and authority may be exercised,57
and such corporate action may be taken, as may be directed by such decrees and orders, by58
the trustee or trustees of such corporation appointed or elected in the bankruptcy59
proceeding, or a majority thereof, or, if none are appointed or elected and acting, by60
designated officers of the corporation, or by a representative appointed by the court or61
judge, with like effect as if exercised and taken by unanimous action of the directors and62
members of the corporation.63 23 LC 36 5426
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(b)  Such corporation may, in the manner provided in subsection (a) of this Code section,64
but without limiting the generality or effect of the foregoing, alter, amend, or repeal its65
bylaws; constitute or reconstitute and classify or reclassify its board of directors and name,66
constitute, or appoint directors and officers in place of or in addition to all or some of the67
directors or officers then in office; amend its articles of incorporation or make any other68
amendment, change, or alteration, or provision authorized by this chapter; be dissolved,69
transfer all or part of its assets, or merge; change the location of its registered office,70
change its registered agent, and remove or appoint any agent to receive service of process;71
authorize and fix the terms, manner, and conditions of the issuance of bonds, debentures,72
or other obligations; or lease its property and franchises to any corporation, if permitted by73
law.74
(c)  Articles or a certificate of any amendment, correction, merger, or dissolution, made by75
such corporation pursuant to this Code section, shall be filed with the Secretary of State in76
accordance with Code Section 14-3-120, and, subject to Code Section 14-3-123 and77
subsection (c) of Code Section 14-3-124, shall thereupon become effective in accordance78
with its terms and the provisions thereof.  Such articles, certificate, or other instrument79
shall be made, executed, and acknowledged, as may be directed by such decrees and80
orders, by the trustee or trustees appointed or elected in the bankruptcy proceeding, or a81
majority thereof, or, if none are appointed or elected and acting, by the officers of the82
corporation, or by a representative appointed by the court or judge, and shall certify that83
provision for the making of such articles, certificate, or instrument is contained in a decree84
or order of a court or judge having jurisdiction of a proceeding under the federal85
Bankruptcy Code.86
(d)  This Code section shall cease to apply to such corporation upon the entry of a final87
decree in the bankruptcy proceeding closing the case and discharging the trustee or88
trustees, if any; provided, however, that the closing of a case and discharge of the trustee89 23 LC 36 5426
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or trustees, if any, will not affect the validity of any act previously performed pursuant to90
subsection (a), (b), or (c) of this Code section.91
(e)  On filing any articles, certificate, report, or other paper made or executed pursuant to92
this Code section, there shall be paid to the Secretary of State for the use of the state the93
same fees as are payable by corporations not in bankruptcy upon the filing of like articles,94
certificates, agreements, reports, or other papers.95
Part 296
14-3-120.97
(a)  A document must satisfy the requirements of this Code section and of any other Code98
section that adds to or varies these requirements to be entitled to filing by the Secretary of99
State.100
(b)  This chapter must require or permit filing the document in the office of the Secretary101
of State.102
(c)  The document must contain the information required by this chapter.  It may contain103
other information as well.104
(d)  The document must be typewritten or printed.105
(e)  The document must be in the English language.  However, a corporate name need not106
be in English if written in English letters or Arabic or Roman numerals, and the certificate107
of existence required of foreign corporations need not be in English if accompanied by a108
reasonably authenticated English translation.109
(f)  The document must be executed:110
(1)  By the chairperson of the board of directors of a domestic corporation or foreign111
corporation, by its president chief executive officer, or by another of its officers;112
(2)  If directors have not been selected or the corporation has not been formed, by an113
incorporator; or114 23 LC 36 5426
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(3)  If the corporation is in the hands of a receiver, trustee, or other court appointed
115
fiduciary, by that fiduciary;116
provided, however, that
 the person executing the document may do so as an attorney in117
fact.  Powers of attorney relating to the execution of the document do not need to be shown118
to or filed with the Secretary of State.119
(g)  The person executing a document shall sign it and state beneath or opposite the120
signature his or her name and the capacity in which he or she signs; provided, however,121
that, if the document is electronically transmitted, the electronic version of such person's122
name may be used in lieu of a signature.  The document may, but need not, contain:123
(1)  The corporate seal;124
(2)  An attestation by the secretary or an assistant secretary; or125
(3)  An acknowledgment, verification, or proof.126
(h)  The document must be delivered to the office of the Secretary of State for filing and127
must be accompanied by one exact or conformed copy (except as provided in Code128
Sections 14-3-503 and 14-3-1509), the correct filing fee, any certificate required by this129
chapter, and any penalty required by this chapter or other law.  The Secretary of State may130
require that a document delivered in written form be accompanied by an identical or131
conformed copy.132
(i)  Notwithstanding the provisions of this chapter, the Secretary of State may authorize the133
filing of documents by electronic transmission, following the provisions of Chapter 12 of134
Title 10, the 'Uniform Electronic Transactions Act,' and the Secretary of State shall be135
authorized to promulgate such rules and regulations as are necessary to implement136
electronic filing procedures.137
14-3-120.1.138
Notwithstanding any other law to the contrary, the Secretary of State may provide for the139
annual registration required under this chapter to be valid for a period up to and including140 23 LC 36 5426
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three years.  The Secretary of State is authorized to adopt the necessary rules and
141
regulations to implement such a registration process.142
14-3-121.143
The Secretary of State may prescribe and furnish on request,
 forms for:144
(1)  An application for a certificate of existence;145
(2)  A foreign corporation's application for a certificate of authority to conduct affairs146
transact business in this state;147
(3)  A foreign corporation's application for a certificate of withdrawal;148
(4)  The annual registration; and149
(5)  Such other forms not in conflict with this chapter as may be prescribed by the150
Secretary of State.151
14-3-122.152
The Secretary of State shall collect the following fees when the documents described in this153
Code section are delivered for filing:154
Document155	Fee 
(1)  Articles of incorporation ......................................
156	$  100.00 
(2)  Application for certificate of authority ...........................
157	225.00 
(3)  Annual registration..........................................
158	30.00 
(4)  Penalty for late filing of annual registration.......................
159	25.00 
(5)  Agent's statement of resignation ................................
160	No fee 
(6)  Certificate of judicial dissolution................................
161	No fee 
(7)  Articles of dissolution or intent to dissolve........................
162	No fee 
(8)  Application of withdrawal.....................................
163	No fee 
(9)  Application for reservation of a corporate name....................
164	25.00  23 LC 36 5426
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(10)  Statement of change of address of registered agent
165
.....$5.00 per corporation but not less than......................166	20.00 
(11)  Application for reinstatement .................................
167	250.00 
(12)  Certificate of conversion
.....................................168	95.00 
(13) Any other document required or permitted to be filed by this chapter . .169	20.00 
14-3-123.
170
(a)  Except as provided in subsection (b) of this Code section and subsection (c) of Code171
Section 14-3-124, a document is effective:172
(1)  At the time of filing on the date it is filed, as evidenced by the Secretary of State's173
endorsement on the original document; or174
(2)  At any later time specified in the document as its effective time on the date it is filed.175
(b)  A document may specify a delayed effective time and date, and if it does so the176
document becomes effective at the time and date specified.  If a delayed effective date but177
no time is specified, the document is effective at the close of business on that date.  A178
delayed effective date for a document may not be later than the ninetieth day after the date179
filed.180
(c)  If a document is determined by the Secretary of State to be incomplete and181
inappropriate for filing, the Secretary of State may return the document to the person or182
corporation filing it, together with a brief written explanation of the reason for the refusal183
to file, in accordance with subsection (c) of Code Section 14-3-125 and, if the applicant184
returns the document with corrections in accordance with the rules and regulations of the185
Secretary of State, the filing date of the document will be the filing date that would have186
been applied had the original document not been deficient.187 23 LC 36 5426
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14-3-124.
188
(a)  A domestic corporation
 or foreign corporation may correct a document filed by the189
Secretary of State if the document:190
(1)  Contains an incorrect statement; or191
(2)  Was defectively executed, attested, sealed, verified, or acknowledged.192
(b)  A document is corrected:193
(1)  By preparing articles of correction that:194
(A)  Describe the document (including its filing date);195
(B)  Specify the incorrect statement and the reason it is incorrect or the manner in196
which the execution was defective; and197
(C)  Correct the incorrect statement or defective execution; and198
(2)  By delivering the articles of correction to the Secretary of State for filing.199
(c)  Articles of correction are effective on the effective date of the document they correct200
except as to persons relying on the uncorrected document and adversely affected by the201
correction.  As to those persons, articles of correction are effective when filed.  Articles of202
correction shall not state a delayed effective date.203
14-3-125.204
(a)  If a document delivered to the office of the Secretary of State for filing satisfies the205
requirements of Code Section 14-3-120, the Secretary of State shall file it.206
(b)  The Secretary of State files a document by stamping or otherwise endorsing his or her207
the Secretary of State's official title and the date and time of receipt on both the original and208
the document copy.  After filing a document, except as provided in Code Sections 14-3-503209
and 14-3-1510 a document is filed, the Secretary of State shall deliver a copy of the210
document copy to the domestic corporation or foreign corporation to which the document211
relates or its the person making the filing or the person's representative.212 23 LC 36 5426
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(c)  If the Secretary of State refuses to file a document, he or she the Secretary of State213
shall return it the document to the domestic corporation or foreign corporation or its to214
which the document relates or the person making the filing or the person's representative215
within ten days after the document was delivered, together with a brief, written explanation216
of the reason for his or her refusal.217
(d)  The Secretary of State's duty to file documents under this Code section is ministerial.218
Filing or refusing to file a document does not:219
(1)  Affect the validity or invalidity of the document in whole or in part;220
(2)  Relate to the correctness or incorrectness of information contained in the document;221
or222
(3)  Create a presumption that the document is valid or invalid or that information223
contained in the document is correct or incorrect.224
14-3-126.225
(a)  If the Secretary of State refuses to file a document delivered to the Secretary of State's226
office for filing, the document may be resubmitted within 30 days accompanied by an227
opinion in a record from an attorney admitted to practice in this state stating why the228
document conforms to law and the authorities upon which the opinion is based.  The229
Secretary of State may rely with respect to any disputed point of law upon the opinion in230
determining whether the document conforms to law.231
(b) If the Secretary of State refuses to file a document delivered to his or her the Secretary232
of State's office for filing, as an alternative to resubmitting the document under subsection233
(a) of this Code section or following a refusal by the Secretary of State to file the document234
after it is resubmitted under subsection (a) of this Code section, the domestic corporation235
or foreign corporation may appeal the refusal to the superior court.  Such appeal must be236
filed with the superior court within 30 days after the return of the document to the superior237
court by the Secretary of State.  The appeal is commenced by petitioning the court to238 23 LC 36 5426
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compel filing of the document and by attaching to the petition the document and the
239
Secretary of State's explanation of his or her refusal to file.240
(b)
(c) The matter shall promptly be tried de novo by the court without a jury.  The court241
may summarily order the Secretary of State to file the document or take other action the242
court considers appropriate.243
(c)(d) The court's final decision may be appealed as in other civil proceedings.244
14-3-127.245
A certificate attached to a copy of a document or electronic transmission filed by the246
Secretary of State, bearing his or her signature, which may be in facsimile, and the printed247
or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the248
original document has been filed with the Secretary of State.249
14-3-128.250
(a)  Any person may apply to the Secretary of State to furnish a certificate of existence for251
a domestic corporation or a certificate of authorization authority for a foreign corporation.252
(b)  A certificate of existence or authorization authority sets forth:253
(1)  The domestic corporation's corporate name or the foreign corporation's corporate254
name used in this state;255
(2)  That the domestic corporation is duly incorporated under the law of this state and the256
date of its incorporation, or that the foreign corporation is authorized to transact business257
in this state;258
(3)  That its most recent annual registration required by Code Section 14-3-1622 has been259
delivered to the Secretary of State; and260
(4)  That articles of dissolution have not been filed.261
(c)  Subject to any qualification stated in the certificate, a certificate of existence or262
authorization authority issued by the Secretary of State may be relied upon as prima-facie263 23 LC 36 5426
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evidence that the domestic corporation or foreign corporation is in existence or is264
authorized to transact business in this state.265
14-3-129.266
(a) A person who signs a document he or she knows is false in any material respect with267
intent that the document be delivered to the Secretary of State for filing shall be guilty of268
a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed269
$500.00.270
(b)  A document filed under this chapter may be signed by an attorney in fact.  Whenever271
this chapter requires a particular individual to sign a document and the individual is272
deceased or incompetent, the document may be signed by a legal representative of the273
individual.274
(c)  A person who signs a document as an attorney in fact or legal representative affirms275
as a fact that such person is authorized to sign the document.276
Part 3277
14-3-130.278
The Secretary of State has the power reasonably necessary to perform the duties required279
of him or her by this chapter.280
Part 4281
14-3-140.282
As used in this chapter, the term:283
(1)  'Articles of incorporation' or 'articles' includes amended and restated articles of284
incorporation and articles of merger.285 23 LC 36 5426
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(2)  'Board of directors' or 'board' means the person or persons vested with the authority
286
to manage the affairs of the corporation, irrespective of the name by which
 of such group287
is designated, but shall not include any person solely by virtue of powers delegated to him288
or her by Code Section 14-3-801.289
(3)  'Business corporation' means a corporation for profit, incorporated under the290
provisions of Chapter 2 of this title.291
(4)  'Bylaws' means the code of rules other than the articles adopted pursuant to this292
chapter for the regulation or management of the affairs of the corporation, irrespective293
of the name or names by which of such rules are designated.294
(5)  'Charitable corporation' means a corporation that meets the requirements of295
paragraph (2) of subsection (a) of Code Section 14-3-1302.296
(6)  'Chief executive officer' includes a president or any other individual holding a similar297
position designated by another title.298
(7)  'Chief financial officer' includes a treasurer or any other individual holding a similar299
position designated by another title.300
(5)(8) 'Class' refers to a group of memberships which have the same rights with respect301
to voting, dissolution, redemption, and transfer.  For the purpose of this Code section,302
rights shall be considered the same if they are determined by a formula applied303
uniformly.304
(6)(9) 'Corporation' or 'domestic corporation' means a corporation, other than a foreign305
corporation, incorporated under or subject to the provisions of this chapter.306
(7)(10) 'Delegate' means a person elected or appointed to vote in a representative307
assembly for the election of a director or on other matters.  A person is not a member308
solely by virtue of such person's status as a delegate.309
(8)(11) 'Deliver' includes delivery by hand, mail, private carrier, and electronic310
transmission.311 23 LC 36 5426
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(9)  'Distribution' means the payment of a dividend or any part of the income or profit of312
a corporation to its members, directors, or officers.  Payment of indemnification or313
reasonable compensation, fees, or expenses incurred in the performance of duties on314
behalf of the corporation is not a distribution.315
(12)  'Document' means:316
(A)  Any tangible medium on which information is inscribed, and includes handwritten,317
typed, printed, or similar instruments and copies of such instruments; and318
(B)  Any electronic or other medium that is retrievable in perceivable form.319
(10)(13) 'Effective date of notice' is defined described in Code Section 14-3-141.320
(14)  'Electronic' means relating to technology having electrical, digital, magnetic,321
wireless, optical, electromagnetic, or similar capabilities.322
(11)(15) 'Electronic network' means any medium or electronic system for creating,323
generating, sending, receiving, and storing, displaying, processing, or viewing electronic324
documents or electronic transmissions among persons.325
(12)(16) 'Electronic transmission' or 'electronically transmitted' means any form of326
electronic communication not directly involving the physical transmission of paper that327
creates a record that may be retained, retrieved, and reviewed by a recipient thereof and328
that may be directly reproduced in paper form by such a recipient through an automated329
process.  Electronic transmissions include, but are not limited to, telegraphs, telegrams,330
cablegrams, teletypes, e-mail, and facsimile transmissions.331
(13)  'Employee' includes an officer but not a director.  A director may accept duties that332
make him or her also an employee.333
(14)(17) 'Entity' includes corporation and foreign corporation; business corporation and334
foreign business corporation; profit and nonprofit unincorporated association; business335
trust, estate, general partnership, limited partnership, foreign limited partnership, trust,336
and two or more persons having a joint or common economic interest; domestic337
joint-stock association and foreign joint-stock association; limited liability company and338 23 LC 36 5426
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foreign limited liability company; limited liability partnership and foreign limited liability
339
partnership; state, United States, and foreign government; and regional commission solely340
for the purpose of implementing subsection (f) of Code Section 50-8-35.341
(15)
(18) 'Foreign business corporation' means a corporation for profit incorporated under342
a law other than the law of this state.343
(16)(19) 'Foreign corporation' means a corporation incorporated under a law other than344
the law of this state which would be a nonprofit corporation if incorporated under, or345
subject to, this chapter.346
(16.1)(20) 'Foreign limited liability company' means a limited liability company formed347
under the laws of a jurisdiction other than this state.348
(21)  'Governing agreements' includes the articles of incorporation and bylaws of a349
business corporation, foreign business corporation, or corporation or foreign corporation;350
the articles of association or trust agreement or indenture and bylaws of a joint-stock351
association; the articles of organization and operating agreement of a limited liability352
company; the certificate of limited partnership and limited partnership agreement of a353
limited partnership; and agreements serving comparable purposes under the laws of other354
states or jurisdictions.355
(17)(22) 'Governmental subdivision' includes an authority, county, district, and356
municipality or any other political subdivision.357
(18)(23) 'Includes' or 'including' denotes a partial definition or a nonexclusive list.358
(19)(24) 'Individual' means a natural person and includes the estate of an incompetent359
or deceased individual.360
(25)  'Joint-stock association' includes any association of the kind commonly known as361
a joint-stock association or joint-stock company and any unincorporated association,362
trust, or enterprise having members or having outstanding shares of stock or other363
evidences of financial and beneficial interest therein, whether formed by agreement or364
under statutory authority or otherwise, but shall not include a corporation, partnership,365 23 LC 36 5426
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limited liability partnership, limited liability company, or nonprofit organization.  A366
joint-stock association as defined in this paragraph may be formed under the laws of this367
state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53 or a trust368
formed under or pursuant to the laws of any other state or jurisdiction.369
(19.1)(26) 'Limited liability company' means any limited liability company formed under370
Chapter 11 of this title.371
(27)  'Limited partnership' includes limited partnerships formed under the laws of this372
state or of any other state or territory of the United States or the District of Columbia.373
(20)(28) 'Mail' includes the United States mail.374
(21)(29) 'Means' denotes an exhaustive definition.375
(22)(30) 'Member' means without regard to the name by which a person is designated in376
the articles or bylaws any person who is entitled to vote for the election of a director or377
directors pursuant to a provision of the corporation's articles or bylaws that expressly378
provides for or contemplates the existence of members.  A person is not a member solely379
by virtue of any of the following:380
(A)  Any rights such person has as a delegate;381
(B)  Any rights such person has to designate nominate, appoint, or confirm a director382
or directors; or383
(C)  Any rights such person has as a director; or384
(D)  A contribution by such person to the corporation.385
(31)  'Membership corporation' means a corporation whose articles of incorporation386
provide for a member or members.387
(23)(32) 'Notice' is defined described in Code Section 14-3-141.388
(24)(33) 'Person' includes an individual and an entity.389
(25)(34) 'Principal office' means the office in or out of this state so designated in the390
annual registration where the principal executive offices of a domestic corporation or391
foreign corporation are located.392 23 LC 36 5426
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(26)(35) 'Proceeding' includes civil suit and criminal, administrative, and investigatory393
action.394
(27)(36) 'Record date' means the date established under Article 6 or 7 of this chapter on395
which a corporation determines the identity of its members for purposes of this chapter.396
The determinations shall be made as of the close of business on the record date unless397
another time for doing so is specified when the record date is fixed.398
(28)(37) 'Secretary' means the corporate officer to whom the board of directors has399
delegated responsibility under subsection (b) (d) of Code Section 14-3-840 for custody400
of the minutes of the meetings of the board of directors and of any members and for401
authenticating records of the corporation.402
(38)  'Share' includes shares, memberships, financial or beneficial interests, units, or403
proprietary or partnership interests in a business corporation or a foreign business404
corporation, limited liability company, joint-stock association, or limited partnership but405
does not include debt obligations of any entity.406
(39)  'Shareholder' means any person who owns or holds title to or beneficial interest in407
a share.408
(29)(40) 'Signature' or 'sign' includes any manual, facsimile, conformed, or electronic409
signature.410
(30)(41) 'State,' when referring to a part of the United States, includes a state,411
commonwealth, the District of Columbia (and their agencies and governmental412
subdivisions) and a territory and insular possession (and their agencies and governmental413
subdivisions) of the United States.414
(31)(42) 'Superior court' means the superior court of the county in which the415
corporation's registered office is located; or, if the corporation has no registered office,416
the county in which the corporation's principal office is located; or, if the corporation has417
neither a registered office nor a principal office, then the Superior Court of Fulton418
County.419 23 LC 36 5426
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(32)(43) 'United States' includes district, authority, bureau, commission, department, and420
any other agency of the United States.421
(33)(44) 'Voting power' means the total number of votes entitled to be cast for the422
election of directors at the time the determination of voting power is made, excluding a423
vote which is contingent upon the happening of a condition or event that has not occurred424
at the time.  Where a class is entitled to vote as a class for directors, the determination of425
voting power of the class shall be based on the percentage of the number of directors the426
class is entitled to elect out of the total number of authorized directors.427
14-3-141.428
(a)  Notice under this chapter shall be in writing or by electronic transmission unless oral429
notice is reasonable under the circumstances.430
(b)  Notice may be communicated in person; by telephone, electronic transmission, or other431
form of wire or wireless communication; or by mail or private carrier.  If these forms of432
personal notice are impracticable, notice may be communicated by a newspaper of general433
circulation in the area where published or by radio, television, or other form of public434
broadcast communication.  Unless otherwise provided in the articles of incorporation,435
bylaws, or this chapter, notice by electronic transmission shall be deemed to be notice in436
writing for purposes of this chapter.437
(c)  Written notice by a domestic corporation or a foreign corporation to its members, if in438
a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid439
and correctly addressed to the member's address shown in the corporation's or foreign440
corporation's current record of members.  If the corporation or foreign corporation has441
more than 500 members of record entitled to vote at a meeting, it may utilize a class of mail442
other than first class if the notice of the meeting is mailed, with adequate postage prepaid,443
not less than 30 days before the date of the meeting.444 23 LC 36 5426
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(d)  Written notice to a domestic corporation or a foreign corporation authorized to transact445
business in this state may be addressed to its registered agent at its registered office or to446
the such corporation or its secretary at its principal office shown in its most recent annual447
registration or, in the case of a foreign corporation that has not yet delivered an annual448
registration, in its application for a certificate of authority.449
(e)  Except as provided in subsections (c) and (h) of this Code section or in the articles of450
incorporation or bylaws, written notice, if in a comprehensible form, is effective at the451
earliest of the following:452
(1)  When received or when delivered, properly addressed, to the addressee's last known453
principal place of business or residence;454
(2)  Five days after its deposit in the mail, as evidenced by the postmark, if mailed with455
first-class postage prepaid and correctly addressed; or456
(3)  On the date shown on the return receipt, if sent by registered or certified mail or457
statutory overnight delivery, return receipt requested, and the receipt is signed by or on458
behalf of the addressee.459
(f)  Oral notice is effective when communicated if communicated in a comprehensible460
manner.461
(g)  In calculating time periods for notice under this chapter, when a period of time462
measured in days, weeks, months, years, or other measurement of time is prescribed for the463
exercise of any privilege or the discharge of any duty, the first day shall not be counted but464
the last day shall be counted.465
(h)(1)  Without limiting the manner by which notice otherwise may be given effectively466
to members, any notice to members given by the corporation under any provision of this467
chapter, the articles of incorporation, or the bylaws shall be effective if given by a form468
of electronic transmission consented to by the member to whom the notice is given.  Any469
such consent shall be revocable by the member by written notice to the corporation.  Any470
such consent shall be deemed revoked if:471 23 LC 36 5426
S. B. 148
- 20 -
(A)  The corporation is unable to deliver by electronic transmission two consecutive
472
notices given by the corporation in accordance with such consent; and473
(B)  Such inability becomes known to the secretary or an assistant secretary of the474
corporation or to the transfer agent or
 other person responsible for the giving of notice;475
provided, however, that the inadvertent failure to treat such inability as a revocation476
shall not invalidate any meeting or other action.477
(2)  Notice given pursuant to this subsection shall be deemed effective:478
(A)  If by facsimile telecommunication, when transmitted to a number at which the479
member has consented to receive notice;480
(B)  If by e-mail email, when transmitted to an e-mail email address at which the481
member has consented to receive notice;482
(C)  If by a posting on an electronic network together with separate notice to the483
member of such specific posting, upon the later of (i) such posting or (ii) the giving of484
such separate notice; and485
(D)  If by any other form of electronic transmission, when transmitted to the member.486
(i)  An affidavit, certificate, or other written confirmation of the secretary or an assistant487
secretary or of the transfer agent or other agent of the corporation that the notice has been488
given under this Code section shall, in the absence of fraud, be prima-facie evidence of the489
facts stated therein.490
(j)  The corporation may be obligated to accept from a member consents, requests,491
demands, or notices given and delivered under this chapter to the principal place of492
business of the corporation or to an officer or agent of the corporation having custody of493
the books in which proceedings of meetings of members are recorded by electronic494
transmission only as provided by resolution of the board of directors of the corporation or495
in the articles of incorporation.496
(k)  Unless the registered agent of the corporation shall provide provides written consent497
to the corporation to the receipt of a member's consent, request, demand, or notice by498 23 LC 36 5426
S. B. 148
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electronic transmission under this chapter, delivery made to a corporation's registered499
office shall be made by hand or by certified or registered mail or statutory overnight500
delivery, return receipt requested.501
(l)  If this chapter prescribes notice requirements for particular circumstances, those502
requirements govern.  If articles of incorporation or bylaws prescribe notice requirements,503
not inconsistent with this Code section or other provisions of this chapter, those504
requirements govern.505
(m)  Whenever notice would otherwise be required to be given under any provision of this506
chapter to a member, the notice need not be given if notice of two consecutive annual507
meetings, and all notices of meetings during the period between such two consecutive508
annual meetings, have been returned undeliverable or could not be delivered.  Unless509
otherwise provided by the corporation's bylaws, if a member delivers to the corporation a510
notice setting forth the member's then-current mailing address, telephone number, means511
of electronic communication, or address for private carrier delivery, the requirement that512
notice be given to that member shall be reinstated.513
Part 5514
14-3-160.515
(a)  If for any reason it is impractical or impossible for any a corporation to call or conduct516
a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the517
manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director,518
officer, delegate, member, other person entitled to participate, or the Attorney General, the519
superior court may order that such a meeting be called or that a ballot in writing or by520
electronic transmission or other form of obtaining the vote of members, delegates, or521
directors be authorized, in such a manner as the court finds fair and equitable under the522
circumstances.523 23 LC 36 5426
S. B. 148
- 22 -
(b)  The court shall, in an order issued pursuant to this Code section, provide for a method
524
of notice reasonably designed to give actual notice to all persons who would be entitled to525
notice of a meeting held pursuant to the articles, bylaws, or this chapter, whether or not the526
method results in actual notice to all such persons or conforms to the notice requirements527
that would otherwise apply. In a proceeding under this Code section the court may528
determine who the members or directors are.529
(c)  The order issued pursuant to this Code section may dispense with any requirement530
relating to the holding of or voting at meetings or obtaining votes, including any531
requirement as to quorums or as to the number or percentage of votes needed for approval,532
that would otherwise be imposed by the articles, bylaws, or this chapter.533
(d)  Whenever practical, any order issued pursuant to this Code section shall limit the534
subject matter of meetings or other forms of consent authorized to items, including535
amendments to the articles or bylaws, the resolution of which will or may enable the536
corporation to continue managing its affairs without further resort to this Code section;537
provided, however, that an order under this Code section may also authorize the obtaining538
of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.539
(e)  Any meeting or other method of obtaining the vote of members, delegates, or directors540
conducted pursuant to an order issued under this Code section, and that complies with all541
the provisions of such order, is for all purposes a valid meeting or vote, as the case may be,542
and shall have the same force and effect as if it complied with every requirement imposed543
by the articles, bylaws, and this chapter.544
Part 6545
14-3-170.546
(a)  The Attorney General may petition the superior court:547 23 LC 36 5426
S. B. 148
- 23 -
(1)  To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a
548
charitable
 corporation described in paragraph (2) of subsection (a) of Code Section549
14-3-1302 in situations in which the transferee knew of its unlawfulness;550
(2)  To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable551
corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in552
situations in which the transferee knew of its unlawfulness;553
(3)  To dissolve a corporation that:554
(A)  Obtained its articles of incorporation through fraud; or555
(B)  Was reinstated under Code Section 14-3-1422 through fraud; or556
(C) Has continued exceeded or abused, and is continuing to exceed or abuse, the557
authority conferred upon it by law; or558
(4)  To compel accounting and restitution or other appropriate relief for violation of Code559
Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301.560
(b)  In connection with any such proceeding or proposed proceeding, the Attorney General561
shall have the same power to investigate and issue subpoenas as he or she has with respect562
to investigations authorized under Code Section 45-15-17.563
Part 7564
14-3-180.565
If religious doctrine governing the affairs of a corporation is inconsistent with the566
provisions of this chapter on the same subject, the religious doctrine shall control to the567
extent required by the Constitution of the United States or the Constitution of this state or568
both.569 23 LC 36 5426
S. B. 148
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ARTICLE 2
570
14-3-201.571
One or more persons may act as the incorporator or incorporators of a corporation by572
delivering articles of incorporation to the Secretary of State for filing.573
14-3-202.574
(a)  The articles of incorporation must set forth:575
(1)  A corporate name for the corporation that satisfies the requirements of Code Section576
14-3-401;577
(2)  The street address and county of the corporation's initial registered office and the578
name of its initial registered agent at that office;579
(3)  The name and address of each incorporator;580
(4)  Whether or not the corporation will have members;581
(5)  The mailing address of the initial principal office of the corporation, if different from582
the initial registered office; and583
(6)  A statement that the corporation is organized pursuant to the Georgia Nonprofit584
Corporation Code.585
(b)  The articles of incorporation may set forth:586
(1)  The purpose or purposes for which the corporation is organized, which may be, either587
alone or in combination with other purposes, the transaction of any lawful activity;588
(2)  The names and addresses of the individuals who are to serve as the initial directors;589
(3)  Provisions not inconsistent with law regarding:590
(A)  Managing and regulating the affairs of the corporation;591
(B)  Defining, limiting, and regulating the powers of the corporation, its board of592
directors, and members (or any class of members); and593 23 LC 36 5426
S. B. 148
- 25 -
(C)  The characteristics, qualifications, rights, limitations, and obligations attaching to
594
each or any class of members;595
(4)  A provision eliminating or limiting the liability of a director to the corporation or its596
members for monetary damages for any action taken, or any failure to take any action,597
as a director, except liability:598
(A)  For any appropriation, in violation of his or her duties, of any business opportunity599
of the corporation;600
(B)  For acts or omissions which involve intentional misconduct or a knowing violation601
of law;602
(C)  For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or603
(D)  For any transaction from which the director received an improper personal benefit,604
provided that no such provision shall eliminate or limit the liability of a director for any605
act or omission occurring prior to the date when such provision becomes effective;606
(5)  A provision permitting indemnification of directors as set forth in Code Section
607
14-3-856, provided that no such provision shall permit indemnification of a director for608
any act or omission occurring prior to the date when such provision becomes effective.609
(5)(6) Any provision that under this chapter is required or permitted to be set forth in the610
bylaws; and611
(6)(7) Provisions not inconsistent with law regarding the distribution of assets on612
dissolution.613
(c)  One or more incorporators named in the articles must sign the articles unless the filing614
is being signed by an attorney in fact.615
(d)  The articles of incorporation need not set forth any of the corporate powers enumerated616
in this chapter.617 23 LC 36 5426
S. B. 148
- 26 -
14-3-202.1.
618
Code Section 14-2-201.1 shall apply equally to the organization of corporations under this619
chapter, except that the notice to the publisher of the newspaper shall be in substantially620
the following form:621
'NOTICE OF INCORPORATION622
Notice is given that articles of in corporation which incorporate623
_________________________ (name of corporation) have been delivered to the624
Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.625
The initial registered office of the corporation is located at _______________________626
(address of registered office) and its initial registered agent at such address is627
_______________________ (name of agent).'628
14-3-203.629
(a)  Unless a delayed effective date is specified, the corporate existence begins when the630
articles of incorporation are filed.631
(b)  The Secretary of State's filing of the articles of incorporation is conclusive proof that632
the incorporators satisfied all conditions precedent to incorporation except in a proceeding633
by the state to cancel or revoke the incorporation or administratively dissolve the634
corporation.635
14-3-204.636
All persons purporting to act as or on behalf of a corporation, knowing there was no637
incorporation under this chapter, are jointly and severally liable for all liabilities created638
while so acting.639
14-3-205.640
(a)  After incorporation:641 23 LC 36 5426
S. B. 148
- 27 -
(1)  If initial directors are named in the articles of incorporation, the initial directors shall
642
hold an organizational meeting, at the call of a majority of the directors, to complete the643
organization of the corporation by appointing officers, adopting bylaws, and carrying on644
any other business brought before the meeting; or645
(2)  If initial directors are not named in the articles, the incorporator or incorporators shall646
hold an organizational meeting at the call of a majority of the incorporators:647
(A)  To elect directors and complete the organization of the corporation; or648
(B)  To elect a board of directors who shall complete the organization of the649
corporation.650
(b)  Action required or permitted by this chapter to be taken by incorporators at an651
organizational meeting may be taken without a meeting if the action taken is evidenced by652
one or more consents in writing or by electronic transmission describing the action taken653
and signed by each incorporator.654
(c)  An organizational meeting may be held in or out of this state or in accordance with655
Code Section 14-3-821.656
14-3-206.657
(a)  The incorporators or board of directors of a corporation shall adopt bylaws for the658
corporation.659
(b)  The bylaws may contain any provision for regulating and managing the affairs of the660
corporation that is not inconsistent with law or the articles of incorporation.661
14-3-207.662
(a)  Unless the articles provide otherwise, the directors of a corporation may adopt, amend,663
or repeal bylaws to be effective only in an emergency defined in subsection (d) of this664
Code section. The emergency bylaws, which are subject to amendment or repeal by the665 23 LC 36 5426
S. B. 148
- 28 -
members, may provide special procedures necessary for managing the corporation during
666
the emergency, including:667
(1)  How to call a meeting of the board;668
(2)  Quorum requirements for the meeting; and669
(3)  Designation of additional or substitute directors.670
(b)  All provisions of the regular bylaws consistent with the emergency bylaws remain671
effective during the emergency. The emergency bylaws are not effective after the672
emergency ends.673
(c)  Corporate action taken in good faith in accordance with the emergency bylaws:674
(1)  Binds the corporation; and675
(2)  May not be used to impose liability on a corporate director, officer, employee, or676
agent.677
(d)  An emergency exists for purposes of this Code section if a quorum of the corporation's678
directors cannot readily be assembled because of some catastrophic event.679
ARTICLE 3680
14-3-301.681
(a)  Every corporation incorporated under this chapter has the purpose of engaging in any682
lawful activity unless a more limited purpose is set forth in the articles of incorporation.683
(b)  A corporation engaging in an activity that is subject to regulation under another statute684
of this state may incorporate under this chapter only if incorporation under this chapter is685
not prohibited by the other statute.  The corporation shall be subject to all limitations of the686
other statute.687 23 LC 36 5426
S. B. 148
- 29 -
14-3-302.
688
Every corporation has perpetual duration and succession in its corporate name, unless its689
articles of incorporation adopted on or after April 1, 1969, or in the case of a corporation690
existing prior to or on April 1, 1969, an amendment thereto adopted on or after April 1,691
1969, provides otherwise.  Unless its articles of incorporation provide otherwise, every692
corporation has the same powers as an individual to do all things necessary or convenient693
to carry out its business and affairs, including without limitation power:694
(1)  To sue, be sued, complain, and defend in its corporate name;695
(2)  To have a corporate seal, which may be altered at will, and to use it, or a facsimile696
of it, by impressing or affixing or in any other manner reproducing it;697
(3)  To make and amend bylaws, not inconsistent with its articles of incorporation or with698
the laws of this state, for regulating and managing the affairs of the corporation;699
(4)  To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and700
otherwise deal with real or personal property or any legal or equitable interest in property,701
wherever located;702
(5)  To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or703
any part of its property;704
(6)  To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell,705
mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other706
interests in, or obligations of, any entity;707
(7)  To make contracts and guaranties,
; incur liabilities,; borrow money,; issue notes,708
bonds, and other obligations,; and secure any of its obligations by mortgage or pledge of709
any of its property, franchises, or income;710
(8)  To lend money, invest and reinvest its funds, and receive and hold real and personal711
property as security for repayment, except as limited by Code Sections 14-3-860712
through 14-3-864;713 23 LC 36 5426
S. B. 148
- 30 -
(9)  To be a promoter, fiduciary, shareholder, partner, member, associate, or manager of
714
any partnership, joint venture, trust, or other entity;715
(10)  To conduct its activities, locate offices, and exercise the powers granted by this716
chapter within or without this state;717
(11)  To elect or appoint directors, officers, delegates, employees, and agents of the718
corporation,
; define their duties,; fix their compensation,; and lend them money and719
credit;720
(12)  To pay pensions and establish pension plans, pension trusts, and other benefit and721
incentive plans for any or all of its current or former directors, officers, employees, and722
agents;723
(13)  To make donations not inconsistent with law for the public welfare or for charitable,724
religious, scientific, or educational purposes and for other purposes that further the725
corporate interest;726
(14)  To impose dues, assessments, admission fees, and transfer fees upon its members;727
(15)  To provide insurance for its benefit on the life or physical or mental ability of any728
of its directors, officers, or employees or any other person whose death or physical or729
mental disability might cause financial loss to the corporation; or, pursuant to any730
contract obligating the corporation, as part of compensation arrangements, or pursuant731
to any contract obligating the corporation as guarantor or surety, on the life of the732
principal obligor, and for these purposes the corporation is deemed to have an insurable733
interest in such persons;734
(16)  To establish conditions for admission of members, admit members, and issue735
memberships;736
(17)  To carry on a business; and737
(18)  To do all things necessary or convenient, not inconsistent with law, to further the738
activities and affairs of the corporation.739 23 LC 36 5426
S. B. 148
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14-3-303.
740
(a)  In anticipation of or during an emergency defined in subsection (d) of this Code741
section, the board of directors of a corporation may:742
(1)  Modify lines of succession to accommodate the incapacity of any director, officer,743
employee, or agent; and744
(2)  Relocate the principal office, designate alternative principal offices or regional745
offices, or authorize the officers to do so.746
(b)  During an emergency defined in subsection (d) of this Code section, unless emergency747
bylaws provide otherwise:748
(1)  Notice of a meeting of the board of directors need be given only to those directors it749
is practicable to reach and may be given in any practicable manner, including by750
publication and radio; and
751
(2)  Those directors who participate in a meeting of the board of directors shall constitute752
a quorum; and753
(2)(3) One or more officers of the corporation present at a meeting of the board of754
directors may be deemed to be directors for the meeting, in order of rank and within the755
same rank in order of seniority, as necessary to achieve a quorum.756
(c)  Corporate action taken in good faith during an emergency under this Code section to757
further the ordinary affairs of the corporation:758
(1)  Binds the corporation; and759
(2)  May not be used to impose liability on a corporate director, officer, employee, or760
agent.761
(d)  An emergency exists for purposes of this Code section if a quorum of the corporation's762
directors cannot readily be assembled because of some catastrophic event.763 23 LC 36 5426
S. B. 148
- 32 -
14-3-304.
764
(a)  Except as provided in subsection (b) of this Code section, the validity of corporate765
action may not be challenged on the ground that the corporation lacks or lacked power to766
act.767
(b)  A corporation's power to act may be challenged:768
(1)  In a proceeding by a member against the corporation to enjoin the act;769
(2)  In a proceeding by the corporation, directly, derivatively, or through a receiver,770
trustee, or other legal representative, against an incumbent or former director, officer,771
employee, or agent of the corporation; or772
(3)  In a proceeding by the Attorney General under Code Section 14-3-170 or
 14-3-1430.773
(c)  In a member's proceeding under paragraph (1) of subsection (b) of this Code section774
to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if775
equitable and if all affected persons are parties to the proceeding, and may award damages776
for loss, other than anticipated profits, suffered by the corporation or another party because777
of enjoining the unauthorized act.778
14-3-305.779
(a)  As used in this Code section only, the term 'nonprofit' means any corporation which780
is formed, created, or operated by or on behalf of a hospital authority.781
(b)  Nonprofits shall have all of the rights, powers, benefits, and purposes granted to other782
corporations under this chapter and shall not be subject to any restrictions contained in783
Article 4 of Chapter 7 of Title 31, the 'Hospital Authorities Law,' except as provided in784
subsections (c) and (d) of this Code section.785
(c)  A director of a nonprofit shall be subject to the provisions of Code Section 31-7-74.1786
with respect to conflicts of interest regarding such nonprofit and the hospital authority787
which formed, created, or operates such nonprofit, and Code Section 31-7-74.1 shall be788
deemed to apply to such nonprofit and such hospital authority only for such purpose.789 23 LC 36 5426
S. B. 148
- 33 -
(d)  A nonprofit shall be subject to the provisions of Code Section 31-7-90.1 with respect
790
to reporting community benefits provided by such nonprofit and with respect to annual791
reports by such nonprofit disclosing certain transactions with the nonprofit or with the792
hospital authority which formed, created, or operates the nonprofit and Code Section793
31-7-90.1 shall be deemed to apply to both that nonprofit and that hospital authority only794
for such purposes.795
(e)  Nothing in this Code section shall be deemed or construed to affect in any manner the796
provisions of Code Section 31-7-75.2, Chapter 14 of Title 50, or Article 4 of Chapter 18797
of Title 50 or to change existing law as to whether such statutory provisions are applicable798
to nonprofits.799
ARTICLE 4800
14-3-401.801
(a)  A corporate name:802
(1)  Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the803
abbreviation 'Corp.,' 'Inc.,' 'Co.,' or 'Ltd.,' or words or abbreviations of like import in a804
language other than English;805
(2)  May not contain language stating or implying that the corporation is organized for806
a purpose other than that permitted by its articles of incorporation and by Code Section807
14-3-301;808
(3)  May not contain anything which, in the reasonable judgment of the Secretary of809
State, is obscene; and810
(4)  Shall not in any instance exceed 80 characters, including spaces and punctuation.811
(b)  Except as authorized by subsections (c) and (d) of this Code section, a corporate name812
must be distinguishable upon the records of the Secretary of State from:813 23 LC 36 5426
S. B. 148
- 34 -
(1)  The corporate name of an incorporated organization a corporation, whether for profit814
or not for profit, incorporated or authorized to transact business in this state;815
(2)  A corporate name reserved or registered under this chapter or Chapter 2 of this title;816
(3)  The fictitious name adopted by a foreign corporation authorized to transact business817
in this state because its real name is unavailable;818
(4)  The name of a limited partnership or professional association reserved or filed with819
the Secretary of State under Chapter 9 of this title; and820
(5)  The name of a limited liability company formed or authorized to transact business821
in this state.822
(c)  A corporation may apply to the Secretary of State for authorization to use a name that823
is not distinguishable upon his or her records from one or more of the names described in824
subsection (b) of this Code section.  The Secretary of State shall authorize use of the name825
applied for if the other corporation consents to the use in writing and files with the826
Secretary of State articles of amendment to its articles of incorporation changing its name827
to a name that is distinguishable upon the records of the Secretary of State from the name828
of the applying corporation.829
(d)  A corporation may use the name (including the fictitious name) of another domestic830
corporation or foreign corporation that is used in this state if the other corporation is831
incorporated or authorized to transact business in this state and:832
(1)  The proposed user corporation has merged with the other corporation;833
(2)  The proposed user corporation has been formed by reorganization of the other834
corporation; or835
(3)  The other domestic corporation or foreign corporation has taken the steps required836
by this chapter to change its name to a name that is distinguishable upon the records of837
the Secretary of State from the name of the foreign corporation applying to use its former838
name.839 23 LC 36 5426
S. B. 148
- 35 -
(e)  This chapter does not control the use of fictitious or trade names.  Issuance of a name
840
under this chapter means that the name is distinguishable for filing purposes on the records841
of the Secretary of State pursuant to subsection (b) of this Code section.  Issuance of a842
corporate name does not affect the commercial availability of the name.843
14-3-402.844
(a)  A person may apply to reserve a name for the purpose of incorporation by paying the845
fee specified in Code Section 14-3-122.  If the Secretary of State finds that the corporate846
name applied for is available, he or she shall reserve the name for the applicant's use for847
30 days or until articles of incorporation are filed, whichever is sooner.  If the Secretary of848
State finds that the name applied for is not distinguishable for filing purposes upon the849
records of the Secretary of State, he or she shall notify the applicant who may then submit850
another reservation request within ten days of the date of the rejection notice without851
payment of an additional reservation fee.852
(b)  Upon expiration of a name reservation after 30 days without the filing of articles of853
incorporation, the name may again be reserved for another 30 day period by the same or854
another applicant under the same guidelines of subsection (a) of this Code section.855
(c)  A person who has in effect a name reservation under subsection (a) of this Code section856
may transfer the reservation to another person by delivering to the Secretary of State a857
signed notice of the transfer that states the name and address of the transferee.858
ARTICLE 5859
Part 1860
14-3-501.861
Each corporation must continuously maintain in this state:862
(1)  A registered office with the same address as that of the registered agent; and863 23 LC 36 5426
S. B. 148
- 36 -
(2)  A registered agent, who may be:
864
(A)  A person who resides in this state and whose office is identical with the registered865
office;866
(B)  A domestic business or nonprofit
 corporation, business corporation, or domestic867
limited liability company formed under this chapter or under Chapter 2 of this title868
whose office is identical with the registered office; or869
(C)  A foreign corporation, foreign business or nonprofit corporation, or foreign limited870
liability company authorized to transact business in this state whose office is identical871
with the registered office.872
14-3-502.873
(a)  A domestic corporation or a foreign corporation may change its registered office or874
registered agent by delivering to the Secretary of State for filing an amendment to its875
annual registration that sets forth:876
(1)  The name of the corporation;877
(2)  The street address of its current registered office;878
(3)  If the current registered office is to be changed, the street address of the new879
registered office;880
(4)  The name of its current registered agent;881
(5)  If the current registered agent is to be changed, the name of the new registered agent;882
and883
(6)  That after the change or changes are made, the street addresses of its registered office884
and the office of its registered agent will be identical.885
(b)  If the street address of a registered agent's office is changed, the registered agent may886
change the street address of the registered office of any corporation for which the registered887
agent is the registered agent by notifying the corporation in writing of the change and by888
signing (either manually or in facsimile) and delivering to the Secretary of State for filing889 23 LC 36 5426
S. B. 148
- 37 -
a statement that complies with the requirements of subsection (a) of this Code section and
890
recites that the corporation has been notified of the change.891
14-3-503.892
(a)  A registered agent may resign his or her agency appointment by signing and delivering893
to the Secretary of State for filing a statement of resignation.  The statement may include894
a statement that the registered office is also discontinued.895
(b)  On or before the date of the filing of the statement of resignation, the registered agent896
shall deliver or mail a written notice of the agent's intention to resign to the chief executive897
officer, chief financial officer, or
 secretary of the corporation or the foreign corporation,898
or a person holding a position comparable to any of the foregoing, as named and at the899
address shown in the annual registration, or in the articles of incorporation if no annual900
registration has been filed.901
(c)  The agency appointment is terminated, and the registered office discontinued if so902
provided, on the earlier of the filing by the corporation or the foreign corporation of an903
amendment to its annual registration designating a new registered agent and registered904
office if also discontinued or the thirty-first day after the date on which the statement was905
filed.906
(d)  When a statement of resignation takes effect, the person who resigned ceases to have907
responsibility under this chapter for any matter thereafter tendered to it as registered agent908
for the corporation or the foreign corporation.  The resignation does not affect any909
contractual rights the corporation or the foreign corporation has against the registered agent910
or that the registered agent has against the corporation or the foreign corporation.911
(e)  A registered agent may resign with respect to a corporation or a foreign corporation912
regardless of whether the corporation or the foreign corporation is entitled at the time to913
a certificate of existence or authority under Code Section 14-3-128.914 23 LC 36 5426
S. B. 148
- 38 -
14-3-504.
915
(a)  A corporation's registered agent is the corporation's agent for service of process, notice,916
or demand required or permitted by law to be served on the corporation.917
(b)  If a corporation has no registered agent, or the agent cannot with reasonable diligence918
be served, the corporation may be served by registered or certified mail or statutory919
overnight delivery, return receipt requested, addressed to the secretary of the corporation920
at its principal office.  Service is perfected under this subsection on the earliest of:921
(1)  The date the corporation receives the mail;922
(2)  The date shown on the return receipt, if signed on behalf of the corporation; or923
(3)  Five days after its deposit in the United States mail, if mailed postage prepaid and924
correctly addressed.925
(c)  This Code section does not prescribe the only means, or necessarily the required926
means, of serving a corporation.927
Part 2928
14-3-510.929
(a)  Venue in proceedings against a corporation shall be determined in accordance with the930
pertinent constitutional and statutory provisions of this state in effect as of July 1, 1991, or931
thereafter.932
(b)  Each domestic corporation and each foreign corporation authorized to transact business933
in this state shall be deemed to reside and to be subject to venue as follows:934
(1)  In civil proceedings generally, in the county of this state where the corporation935
maintains its registered office, or if the corporation fails to maintain a registered office,936
it shall be deemed to reside in the county where its last named registered office or937
principal office, as shown by the records of the Secretary of State, was maintained;938 23 LC 36 5426
S. B. 148
- 39 -
(2)  In actions based on contracts, in that county in this state where the contract to be
939
enforced was made or is to be performed, if the corporation has an office and transacts940
business in that county;941
(3)  In actions for damages because of torts, wrong, or injury done, in the county where942
the cause of action originated, if the corporation has an office and transacts business in943
that county;944
(4)  In actions for damages because of torts, wrong, or injury done, in the county where945
the cause of action originated.  If venue is based solely on this paragraph, the defendant946
shall have the right to remove the action to the county in Georgia where the defendant947
maintains its principal place of business.  A notice of removal shall be filed within 45948
days of service of the summons.  Upon motion by the plaintiff filed within 45 days of the949
removal, the court to which the case is removed may remand the case to the original court950
if it finds that removal is improper under the provisions of this paragraph.  Upon the951
defendant's filing of a notice of removal, the 45 day time period for filing such notice952
shall be tolled until the remand, the entry of an order by the court determining that the953
removal is valid, or the expiration of the time period for the plaintiff to file a motion954
challenging the removal, whichever occurs first; and955
(5)  In garnishment proceedings, in the county of this state in which is located the956
corporate office or place of business where the employee who is the defendant in the957
main action is employed.958
(c)  Any residences established by this Code section shall be in addition to, and not in959
limitation of, any other residence that any domestic corporation
 or foreign corporation may960
have by reason of other laws.961
(d)  Whenever this chapter either requires or permits a proceeding to be brought in the962
county where the registered office of the corporation is maintained, if the proceeding is963
against a corporation having a principal office as required under a prior general corporation964 23 LC 36 5426
S. B. 148
- 40 -
law, the action or proceeding may be brought in the county where the principal office is
965
located.966
ARTICLE 6967
Part 1968
14-3-601.969
(a)  The articles or bylaws may establish criteria or procedures for admission of members.970
(b)  No person shall be admitted as a member without his or her consent.971
(c)  A person is not a member of a corporation for the purposes of this chapter unless the
972
person meets the definition of a member under Code Section 14-3-140, regardless of973
whether the corporation designates or refers to the person as a member.974
14-3-602.975
Except as provided in its articles or bylaws, a corporation may admit members for no976
consideration or for such consideration as is determined by the board.977
14-3-603.978
A corporation is not required to have members.979
Part 2980
14-3-610.981
Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting982
rights, other than to elect directors, except as specifically provided in the articles or bylaws.983
All members shall have the same rights and obligations with respect to any other matters,984
except as set forth in or authorized by the articles or bylaws.  Except for the rights specified985 23 LC 36 5426
S. B. 148
- 41 -
in Code Sections 14-3-740 through 14-3-747, members of any corporation existing on
986
July 1, 1991, shall be limited to having the same voting and other rights as before such987
date, until changed by amendment of its articles of incorporation or bylaws.988
14-3-611.989
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities,990
or obligations of the corporation.991
14-3-612.992
A member may become liable to the corporation for dues, assessments, or fees; provided,
993
however, that an article or bylaw provision or a resolution adopted by the board authorizing994
or imposing dues, assessments, or fees does not, of itself, create liability.995
(a)  A membership corporation may levy dues, assessments, and fees on its members to the996
extent authorized in the articles of incorporation or bylaws.997
(b)  The amount and method of collection of such dues, assessments, and fees may be fixed998
in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board999
of directors or members to fix the amount and method of collection.1000
(c)  The articles of incorporation or bylaws may provide reasonable means, such as1001
termination and reinstatement of membership, to enforce the collection of dues,1002
assessments, and fees.1003
14-3-613.1004
(a)  No proceeding may be brought by a creditor to reach the liability, if any, of a member1005
to the corporation unless final judgment has been rendered in favor of the creditor against1006
the corporation and execution has been returned unsatisfied in whole or in part or unless1007
such action would be useless.1008 23 LC 36 5426
S. B. 148
- 42 -
(b)  All creditors of the corporation, with or without reducing their claims to judgment, may
1009
intervene in any creditor's proceeding brought under subsection (a) of this Code section to1010
reach and apply unpaid amounts due the corporation.  Any or all members who owe1011
amounts to the corporation may be joined in such proceeding.1012
Part 31013
14-3-620.1014
(a)  Unless otherwise provided by law, a member may resign from membership at any time1015
by delivering notice in writing or by electronic transmission to the corporation.  A1016
resignation is effective when the notice is delivered unless the notice specifies a later1017
effective date, although the articles or bylaws may require reasonable notice before the1018
resignation is effective.1019
(b)  This Code section shall not relieve the resigning member from any obligation for1020
charges incurred, services or benefits actually rendered, dues, assessments, or fees, or1021
arising from contract, a condition to ownership of land, an obligation arising out of1022
ownership of land, or otherwise, and this Code section shall not diminish any right of the1023
corporation to enforce any such obligation or obtain damages for its breach.1024
14-3-621.1025
Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws1026
or, in the case of a corporation in existence before July 1, 1991, by resolution of the1027
directors or members adopted before that date:1028
(1)  No member of a corporation may be expelled or suspended, and no membership or1029
memberships in such corporations may be terminated or suspended except pursuant to a1030
procedure that is fair and reasonable and is carried out in good faith;1031
(2)  A procedure is fair and reasonable when either:1032 23 LC 36 5426
S. B. 148
- 43 -
(A)  The articles or bylaws set forth a procedure that provides:
1033
(i)  Not less than 15 days' prior written notice of the expulsion, suspension, or1034
termination and the reasons therefor; and1035
(ii)  An opportunity for the member to be heard, orally or in writing, not less than five1036
days before the effective date of the expulsion, suspension, or termination by a person1037
or persons authorized to decide that the proposed expulsion, termination, or1038
suspension not take place; or1039
(B)  It is fair and reasonable taking into consideration all of the relevant facts and1040
circumstances;1041
(3)  Any written notice given by mail must be given by first-class or certified mail or1042
statutory overnight delivery, return receipt requested,
 sent to the last address of the1043
member shown on the corporation's records;1044
(4)  Any proceeding challenging an expulsion, suspension, or termination, including a1045
proceeding in which defective notice is alleged, must be commenced within one year1046
after the effective date of the expulsion, suspension, or termination; and1047
(5)  A member who has been expelled or suspended may be liable to the corporation for1048
dues, assessments, or fees as a result of obligations incurred or commitments made prior1049
to or during expulsion or suspension.1050
Part 41051
14-3-630.1052
(a)  A corporation may provide in its articles or bylaws for delegates having some or all of1053
the rights and authority of members.  Any such provision must be set forth in such1054
corporation's articles or bylaws.1055
(b)  If the corporation's articles or bylaws provide for delegates, the The articles or bylaws1056
may must set forth provisions relating to:1057 23 LC 36 5426
S. B. 148
- 44 -
(1)  The characteristics, qualifications, rights, limitations, and obligations of delegates,
1058
including their selection and removal;1059
(2)  Calling, noticing, holding, and conducting meetings of delegates; and1060
(3)  Carrying on corporate activities during and between meetings of delegates.1061
ARTICLE 71062
Part 11063
14-3-701.1064
(a)  A membership
 corporation with members shall hold a meeting of members annually1065
at a time stated in or fixed in accordance with the bylaws.1066
(b)  A membership corporation with members may hold regular meetings of members at1067
the times stated in or fixed in accordance with the bylaws.1068
(c)(1)  Except as provided for in paragraph (2) of this subsection, annual and regular1069
meetings of members may be held in or out of this state at the place stated in or fixed in1070
accordance with the bylaws.  If no place is stated in or fixed in accordance with the1071
bylaws, annual and regular meetings shall be held at the corporation's principal office or1072
other suitable place.1073
(2)  Unless the articles of incorporation or the bylaws provide otherwise, the board of1074
directors may determine that an annual and regular meeting of the members may be held1075
wholly or partially by means of remote communication which shall mean an opportunity1076
for members to read or hear the proceedings of the meeting substantially concurrently1077
with such proceedings as authorized and provided for in Code Section 14-3-709.1078
(d)  At the annual meeting:1079
(1)  The president chief executive officer and chief financial officer shall report on the1080
activities and financial condition of the corporation; and1081 23 LC 36 5426
S. B. 148
- 45 -
(2)  The members shall consider and act upon such other matters as may be raised
1082
consistent with the notice requirements of Code Sections 14-3-704 and
 14-3-705 and1083
14-3-706.1084
(e)  At regular meetings the members shall consider and act upon such matters as may be1085
raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 and1086
14-3-706.1087
(f)  The failure to hold an annual or regular meeting at a time stated in or fixed in1088
accordance with a corporation's bylaws does not affect the validity of any corporate action.1089
14-3-702.1090
(a)  A membership corporation with members shall hold a special meeting of members:1091
(1)  On call of its board or the person or persons authorized to do so by the articles or1092
bylaws; or1093
(2)  Except as otherwise provided in the articles or bylaws, if If the holders of at least 51094
percent of the voting power of any the corporation, or such other amount as the articles1095
of incorporation or bylaws shall specify (but such articles or bylaws shall not require1096
more than 25 percent as a minimum of the voting power), sign, date, and deliver to any1097
corporate officer one or more demands in writing or by electronic transmission for the1098
meeting describing the purpose or purposes for which it is to be held.1099
(b)  If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-7071100
14-3-706, the record date for determining members entitled to demand a special meeting1101
is the date the first member signs the demand.1102
(c)  If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this1103
Code section is not given pursuant to Code Section 14-3-705 14-3-704 within 30 days after1104
the date the demand or demands in writing or by electronic transmission are delivered to1105
a corporate officer, regardless of the requirements of subsection (d) of this Code section,1106 23 LC 36 5426
S. B. 148
- 46 -
a person signing the demand or demands may set the time and place of the meeting and
1107
give notice pursuant to Code Section 14-3-705
 14-3-704.1108
(d)(1)  Except as provided for in paragraph (2) of this subsection, special Special1109
meetings of members may be held in or out of this state at the place stated in or fixed in1110
accordance with the bylaws.  If no place is stated or fixed in accordance with the bylaws,1111
special meetings shall be held at the corporation's principal office or other suitable place.1112
(2)  Unless the articles of incorporation or the bylaws provide otherwise, the board of1113
directors may determine that a special meeting of members be held wholly or partially1114
by means of remote communication as authorized by Code Section 14-3-709.1115
(e)  Only those matters that are within the purpose or purposes described in the meeting1116
notice required by Code Section 14-3-705 14-3-704 may be conducted at a special meeting1117
of members.1118
(f)  Unless otherwise provided in the articles, a demand by a member for a special meeting1119
may be revoked by a written or in writing or by electronic transmission to that effect by the1120
member if such revocation is received by the corporation prior to the call of the special1121
meeting.1122
(g)  A bylaw provision governing the voting power required to call special meetings is not1123
a quorum or voting requirement.1124
(h)  Unless the articles or bylaws provide otherwise, any special meeting may be held1125
wholly or partially by means of remote communication as authorized and provided for in1126
Code Section 14-3-709.1127
14-3-703.1128
(a)  The superior court may summarily order a meeting to be held:1129
(1)  On application of any member or other person entitled to participate in an annual1130
meeting, or, in the case of a charitable corporation described in paragraph (2) of1131
subsection (a) of Code Section 14-3-1302, the Attorney General, if an annual meeting1132 23 LC 36 5426
S. B. 148
- 47 -
was not held within the earlier of six months after the end of a fiscal year of the
1133
corporation or 15 months after its last annual meeting; or
1134
(2)  On application of any member or other person entitled to participate in a regular1135
meeting, or, in the case of a charitable corporation described in paragraph (2) of1136
subsection (a) of Code Section 14-3-1302, the Attorney General, if a regular meeting is1137
not held within 40 30 days after the date it was required to be held; or1138
(3)  On application of a member who signed a demand for a special meeting valid under1139
Code Section 14-3-702, a person or persons entitled to call a special meeting, or, in the1140
case of a charitable corporation described in paragraph (2) of subsection (a) of Code1141
Section 14-3-1302, the Attorney General, if:1142
(A)  Notice of the special meeting was not given within 30 days after the date the1143
demand was delivered to a corporate officer; or1144
(B)  The special meeting was not held in accordance with the notice.1145
(b)  After notice to the corporation, the court may fix the time and place of the meeting,1146
specify a record date for determining members entitled to notice of and to vote at the1147
meeting, prescribe the form and content of the meeting notice, fix the quorum required for1148
specific matters to be considered at the meeting (or direct that the votes represented at the1149
meeting constitute a quorum for action on those matters), and enter other orders necessary1150
to accomplish the purpose or purposes of the meeting.1151
(c)  If the court orders a meeting, it may also order the corporation to pay the member's or1152
other person's costs (including reasonable counsel attorney's fees) incurred to obtain the1153
order.1154
14-3-704.1155
(a)  Unless limited or prohibited by the articles or bylaws, or unless this chapter requires1156
a greater number of affirmative votes, action required or permitted by this chapter to be1157
approved by the members may be approved without a meeting of members if the action is1158 23 LC 36 5426
S. B. 148
- 48 -
approved by members holding at least a majority of the voting power.  The action must be1159
evidenced by one or more consents in writing or by electronic transmission describing the1160
action taken, signed by those members representing at least a majority of the voting power,1161
and delivered to the corporation for inclusion in the minutes or filing with the corporate1162
records.1163
(b)  No consent in writing or by electronic transmission signed under this Code section1164
shall be valid unless:1165
(1)  The consenting member has been furnished the same material that, under this chapter,1166
would have been required to be sent to members in a notice of a meeting at which the1167
proposed action would have been submitted to the members for action; or1168
(2)  The written consent contains an express waiver of the right to receive the material1169
otherwise required to be furnished.1170
(c)  If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-707,1171
the record date for determining members entitled to take action without a meeting is the1172
date the first member signs the consent.1173
(d)  A consent signed under this Code section has the effect of a meeting vote and may be1174
described as such in any document.1175
(e)  Written notice of member approval pursuant to this Code section shall be given to all1176
members who have not signed the written consent.  If written notice is required, member1177
approval pursuant to this Code section shall be effective ten days after such written notice1178
is given.1179
(f)  An electronic transmission which is transmitted by a member that evidences a1180
member's consent or approval on a ballot, requests or demands an action to be taken by the1181
corporation, or provides notice to the corporation under this chapter shall be deemed to be1182
written, signed, and dated for the purposes of this chapter, provided that any such electronic1183
transmission sets forth or is delivered with information from which the corporation can1184
determine (1) that the electronic transmission was transmitted by the member and (2) the1185 23 LC 36 5426
S. B. 148
- 49 -
date on which such member transmitted such electronic transmission.  The date on which1186
such electronic transmission is transmitted shall be deemed to be the date on which such1187
consent, request, demand, or notice was signed.1188
14-3-705. 14-3-704.1189
(a)  A corporation shall give notice consistent with its bylaws of meetings of members in1190
a fair and reasonable manner.1191
(b)  Any notice that conforms to the requirements of subsection (c) of this Code section is1192
fair and reasonable, but other means of giving notice may also be fair and reasonable when1193
all the circumstances are considered; provided, however, that notice of matters referred to1194
in paragraph (2) of subsection (c) of this Code section must be given as provided in1195
subsection (c) of this Code section.1196
(c)  Notice is fair and reasonable if:1197
(1)  The corporation notifies its members of the place, date, and time of each annual,1198
regular, and special meeting of members no fewer than ten days (or if notice is mailed by1199
other than first-class or registered mail or statutory overnight delivery, 30 days) nor more1200
than 60 days before the meeting date;1201
(2)  Notice of an annual or regular meeting includes a description of any matter or matters1202
that must be approved by the members under Code Section 14-3-855, 14-3-856,1203
14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and1204
(3)  Notice of a special meeting includes a description of the matter or matters for which1205
the meeting is called.1206
(d)  Unless the bylaws require otherwise, if an annual, regular, or special meeting of1207
members is adjourned to a different date, time, or place, notice need not be given of the1208
new date, time, or place, if the new date, time, or place is announced at the meeting before1209
adjournment.  If a new record date for the adjourned meeting is or must be fixed under1210 23 LC 36 5426
S. B. 148
- 50 -
Code Section 14-3-707 14-3-706, however, notice of the adjourned meeting must be given1211
under this Code section to the members of record as of the new record date.1212
(e)  When giving notice of an annual, regular, or special meeting of members, a corporation1213
shall give notice of a matter a member intends to raise at the meeting if:1214
(1)  Requested in writing or by electronic transmission to do so by a person entitled to1215
call a special meeting; and1216
(2)  The request is received by the secretary or president of the corporation chief1217
executive officer at least ten days before the corporation gives notice of the meeting.1218
14-3-706. 14-3-705.1219
(a)  A member may waive any notice required by this chapter, the articles, or the bylaws1220
before or after the date and time stated in the notice.  The waiver must be in writing or by1221
electronic transmission, be signed by the member entitled to the notice, and be delivered1222
to the corporation for inclusion in the minutes or filing with the corporate records.1223
(b)  A member's attendance at a meeting:1224
(1)  Waives objection to lack of notice or defective notice of the meeting, unless the1225
member at the beginning of the meeting objects to holding the meeting or transacting1226
business at the meeting; and1227
(2)  Waives objection to consideration of a particular matter at the meeting that is not1228
within the purpose or purposes described in the meeting notice, unless the member1229
objects to considering the matter when it is presented.1230
14-3-707. 14-3-706.1231
(a)  The bylaws may fix or provide the manner of fixing the record date to determine the1232
members entitled to notice of a members' meeting, to demand a special meeting to vote, or1233
to take any other action.  If the bylaws do not fix or provide for fixing such a record date,1234
the board may fix a future date as such a record date.1235 23 LC 36 5426
S. B. 148
- 51 -
(b)  A record date fixed under this Code section may not be more than 70 days before the
1236
meeting or action requiring a determination of members.1237
(c)  A determination of members entitled to notice of or to vote at a membership meeting1238
is effective for any adjournment of the meeting unless the board fixes a new record date,1239
which it must do if the meeting is adjourned to a date more than 120 days after the date1240
fixed for the original meeting.1241
(d)  If a court orders a meeting adjourned to a date more than 120 days after the date fixed1242
for the original meeting, it may provide that the original record date continues in effect or1243
it may fix a new record date.1244
14-3-708.
 14-3-707.1245
(a)  Unless prohibited or limited by the articles or bylaws, any action that may be taken at1246
any annual, regular, or special meeting of members may be taken without a meeting if the1247
corporation delivers a ballot in writing or by electronic transmission to every member1248
entitled to vote on the matter.1249
(b)  A ballot in writing or by electronic transmission shall:1250
(1)  Set forth each proposed action; and1251
(2)  Provide an opportunity to vote for, or withhold a vote for, each candidate for election1252
as a director, if any; and1253
(2)(3) Provide an opportunity to vote for or against each other proposed action.1254
(c)  Approval by ballot in writing or by electronic transmission pursuant to this Code1255
section shall be valid only when the number of votes cast by ballot equals or exceeds the1256
quorum required to be present at a meeting authorizing the action, and the number of1257
approvals equals or exceeds the number of votes that would be required to approve the1258
matter at a meeting at which the total number of votes cast was the same as the number of1259
votes cast by ballot.1260
(d)  All solicitations for votes by ballot in writing or by electronic transmission shall:1261 23 LC 36 5426
S. B. 148
- 52 -
(1)  Indicate the number of responses needed to meet the quorum requirements;
1262
(2)  State the percentage of approvals necessary to approve each matter other than1263
election of directors; and1264
(3)  Specify the time by which a ballot must be received by the corporation in order to be1265
counted.1266
(e)  Except as otherwise provided in the articles or bylaws, a ballot in writing or by1267
electronic transmission may not be revoked.1268
14-3-708.
1269
(a)  Unless limited or prohibited by the articles or bylaws, action required or permitted by1270
this chapter to be approved by the members may be approved without a meeting of1271
members if the action is approved by members who would be entitled to vote at a meeting1272
and who have voting power to cast not less than the minimum number of votes that would1273
be necessary to authorize or take the action at a meeting at which all members entitled to1274
vote were present and voted.  The action must be evidenced by one or more consents in1275
writing or by electronic transmission describing the action taken, signed by those members1276
representing the requisite number of votes, and delivered to the corporation for inclusion1277
in the minutes or filing with the corporate records.1278
(b)  No consent in writing or by electronic transmission signed under this Code section1279
shall be valid unless:1280
(1)  The consenting member has been furnished the same material that, under this chapter,1281
would have been required to be sent to members in a notice of a meeting at which the1282
proposed action would have been submitted to the members for action; or1283
(2)  The written consent contains an express waiver of the right to receive the material1284
otherwise required to be furnished.1285 23 LC 36 5426
S. B. 148
- 53 -
(c)  If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706,1286
the record date for determining members entitled to take action without a meeting is the1287
date the first member signs the consent.1288
(d)  A consent signed under this Code section has the effect of a meeting vote and may be1289
described as such in any document.  Except as otherwise provided in the articles or bylaws,1290
whenever this chapter or the articles or bylaws require a signature of a member, the1291
signature may be a manual, facsimile, conformed, or electronic signature.1292
(e)  Written notice of member approval pursuant to this Code section shall be given to all1293
members who have not signed the written consent.  If such written notice is required,1294
member approval pursuant to this Code section shall be effective ten days after such1295
written notice is given.1296
(f)  An electronic transmission which is transmitted by a member that evidences a1297
member's consent, whether such consent is on a ballot or other document; requests or1298
demands an action to be taken by the corporation; or provides notice to the corporation1299
under this chapter shall be deemed to be written, signed, and dated for the purposes of this1300
chapter, provided that any such electronic transmission sets forth or is delivered with1301
information from which the corporation can determine:1302
(1)  That the electronic transmission was transmitted by the member; and1303
(2)  The date on which such member transmitted such electronic transmission.  The date1304
on which such electronic transmission is transmitted shall be deemed to be the date on1305
which such consent, request, demand, or notice was signed.1306
(g)  With respect to notices and demands by a member to the corporation, this subsection1307
is in addition to, and not in lieu of, the restrictions and limitations applicable to notices set1308
forth in Code Section 14-3-141.1309 23 LC 36 5426
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14-3-709.
1310
When authorized by the board of directors, and subject to such guidelines and procedures1311
as such board of directors may adopt, members not physically present at a meeting of the1312
corporation may, by means of remote communication:1313
(1)  Participate in a meeting of members; and1314
(2)  Be deemed present in person and vote at a meeting of members, whether such1315
meeting is held at a designated place or held wholly by means of remote communication,1316
provided that:1317
(A)  The corporation implements reasonable procedures to verify that each person1318
deemed present at the meeting by means of remote communication is a member or1319
holder of a proxy; and1320
(B)  When any member or holder of a proxy votes at the meeting by means of remote1321
communication, a record of such vote or such other action shall be maintained by the1322
corporation.1323
Part 21324
14-3-720.1325
(a)  After fixing a record date for a meeting, a corporation shall prepare an alphabetical list1326
of the names of all its members who are entitled to notice of the meeting.  The list must1327
show the address of and number of votes each member is entitled to vote at the meeting.1328
Nothing contained in this Code section shall require the corporation to include e-mail
 email1329
addresses or other information for delivery of electronic transmissions on such list.1330
(b)  The list of members must be available for inspection by any member for the purpose1331
of communication with other members concerning the meeting, beginning two business1332
days after notice is given of the meeting for which the list was prepared and continuing1333
through the meeting: (1) on a reasonably accessible electronic network, provided that the1334 23 LC 36 5426
S. B. 148
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information required to gain access to such list is provided with the notice of the meeting
1335
or upon request or (2) during ordinary business hours at the corporation's principal office1336
or at a reasonable place identified in the meeting notice in the city where the meeting will1337
be held.  In the event that the corporation makes the list available on an electronic network,1338
the corporation may take reasonable steps to ensure that such information is available only1339
to members of the corporation.  A member, a member's agent, or a member's attorney is1340
entitled on written demand to inspect and, subject to the limitations of subsection (c) of1341
Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time1342
and at the member's expense, during the period it is available for inspection.1343
(c)  If the meeting is to be held in person, the
 The corporation shall make the list of1344
members available at the meeting, and any member, a member's agent, or member's1345
attorney is entitled to inspect the list at any time during the meeting or any adjournment.1346
If the meeting is to be held solely wholly or partially by means of remote communication,1347
then the list shall be open to the examination of any member, member's agent, or member's1348
attorney during the duration of the meeting on a reasonably accessible electronic network,1349
and the information required to access such list shall be provided with the notice of the1350
meeting.  In the event that the corporation makes the list available on an electronic1351
network, the corporation may take reasonable steps to ensure that such information is1352
available only to members of the corporation or their agents or attorneys.1353
(d)  If the corporation refuses to allow a member, a member's agent, or a member's attorney1354
to inspect or copy the list of members before or at the meeting (or copy the list as permitted1355
by subsection (b) of this Code section), the superior court, on application of the member,1356
may summarily order the inspection or copying at the corporation's expense; and may1357
postpone the meeting for which the list was prepared until the inspection or copying is1358
complete; order the corporation to pay the member's costs, including reasonable attorney's1359
fees, incurred to obtain the order; and order other appropriate relief.1360 23 LC 36 5426
S. B. 148
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(e)  Refusal or failure to prepare or make available the members' list does not affect the
1361
validity of action taken at the meeting.1362
14-3-721.1363
(a)  Unless the articles or bylaws provide otherwise, each member is entitled to one vote1364
on each matter voted on by the members.1365
(b)  Unless the articles or bylaws provide otherwise, if a membership stands of record in1366
the names of two or more persons, their acts with respect to voting shall have the following1367
effect:1368
(1)  If only one votes, such act binds all; and1369
(2)  If more than one votes, the vote shall be divided on a pro rata basis.1370
14-3-722.1371
(a)  Members entitled to vote may take action at a meeting on a matter only if a quorum of
1372
those members exists with respect to that matter. Unless this chapter, the articles, or the1373
bylaws provide for a higher or lower quorum, 10 percent a majority of the votes entitled1374
to be cast on a matter must be represented at a meeting of members to shall constitute a1375
quorum for action on that matter.1376
(b)  A bylaw amendment to decrease the quorum for any member action may be approved1377
by the members or, unless prohibited by the bylaws, by the board. An amendment to the1378
articles or bylaws that changes or removes a greater quorum requirement shall meet such1379
existing quorum requirement and shall be adopted by the same vote required to take action1380
under the existing quorum requirement prescribed in the provision being amended.1381
(c)  A bylaw amendment to increase the quorum required for any member action must be1382
approved by the members.1383 23 LC 36 5426
S. B. 148
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(d)(c) Unless 20 percent one-third or more of the voting power is present in person or by1384
proxy, the only matters that may be voted upon at an annual or regular meeting of members1385
are those matters that are described in the meeting notice.1386
(d)  Notwithstanding subsection (a) of this Code section, for a corporation in existence1387
prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a1388
matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.1389
14-3-723.1390
(a)  Unless this chapter, the articles, or the bylaws require a greater vote or voting by class,1391
if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the1392
members.1393
(b)  A bylaw amendment to increase or decrease the vote required for any member action1394
must be approved by the members. The articles or bylaws may provide for a greater voting1395
requirement for members than is provided for by this chapter.1396
(c)  An amendment to the articles or bylaws that changes or removes a greater voting1397
requirement shall be adopted by the same vote required to take action under the existing1398
voting requirement prescribed in the provision being amended.1399
14-3-724.1400
(a)  Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in1401
person or by proxy.1402
(b)  A member or his or her agent or attorney in fact may appoint a proxy to vote or1403
otherwise act for the member by signing an appointment form either personally or by an1404
electronic transmission.  An electronic transmission must contain or be accompanied by1405
information from which it can be determined that the member, the member's agent, or the1406
member's attorney in fact authorized the electronic transmission.1407 23 LC 36 5426
S. B. 148
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(c)  An appointment of a proxy is effective when a signed appointment form or electronic
1408
transmission of the appointment is received by the secretary or other officer or agent1409
authorized to tabulate votes.  An appointment is valid for 11 months unless a different1410
period is expressly provided in the appointment form.1411
(d)  An appointment of a proxy is revocable by the member.1412
(e)  The death or incapacity of the member appointing a proxy does not affect the right of1413
the corporation to accept the proxy's authority unless notice of the death or incapacity is1414
received by the secretary or other officer or agent authorized to tabulate votes before the1415
proxy exercises authority under the appointment.1416
(f)  Appointment of a proxy is revoked by the person appointing the proxy:1417
(1)  Attending any meeting and voting in person; or1418
(2)  Signing and delivering to the secretary or other officer or agent authorized to tabulate1419
proxy votes either a writing stating that the appointment of the proxy is revoked or a1420
subsequent appointment form.1421
(g)  Subject to Code Section 14-3-727 and any express limitation on the proxy's authority1422
appearing on the face of the appointment form or in the electronic transmission, a1423
corporation is entitled to accept the proxy's vote or other action as that of the member1424
making the appointment.1425
(h)  Any copy, facsimile transmission, or other reliable reproduction of the writing or1426
electronic transmission created pursuant to subsection (b) of this Code section may be1427
substituted or used in lieu of the original writing or electronic transmission for any and all1428
purposes for which the original writing or electronic transmission could be used, provided1429
that such copy, facsimile transmission, or other reproduction shall be a complete1430
reproduction of the entire original writing or electronic transmission.1431
(i)  A corporation may adopt bylaws authorizing additional means or procedures for1432
members to exercise rights granted by this Code section.1433 23 LC 36 5426
S. B. 148
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14-3-725.
1434
(a)  Unless otherwise provided in the articles or bylaws
, directors are elected by a majority1435
of the votes cast by the members entitled to vote in the election at a meeting at which a1436
quorum is present.1437
(b)  If the articles or bylaws provide for cumulative voting by members, members may so1438
vote, by multiplying the number of votes the members are entitled to cast by the number1439
of directors for whom they are entitled to vote, and cast the product for a single candidate1440
or distribute the product among two or more candidates.1441
(c)  Cumulative voting is not authorized at a particular meeting unless:1442
(1)  The meeting notice or statement accompanying the notice states that cumulative1443
voting will take place; or1444
(2)  A member gives notice during the meeting and before the vote is taken of the1445
member's intent to cumulate votes, and if one member gives this notice all other members1446
participating in the election are entitled to cumulate their votes without giving further1447
notice.1448
(d)  A director elected by cumulative voting may be removed by the members without1449
cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against1450
removal or not consenting in writing to such removal would be sufficient to elect such1451
director if voted cumulatively at an election at which the same total number of votes were1452
cast (or, if such action is taken by written ballot, all memberships entitled to vote were1453
voted) and the entire number of directors authorized at the time of the director's most recent1454
election were then being elected.1455
(e)  Members may not cumulatively vote if the directors and members are identical.1456
14-3-726.1457
A corporation may provide in its articles or bylaws for election of directors by members1458
or delegates:1459 23 LC 36 5426
S. B. 148
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(1)  On the basis of By chapter or other organizational unit;1460
(2)  By region or other geographic unit;1461
(3)  By preferential voting; or1462
(4)  By class; or1463
(5) By any other reasonable method.1464
14-3-727.1465
(a)  If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the1466
name of a member, the corporation if acting in good faith is entitled to accept the vote,1467
consent, waiver, or proxy appointment and give it effect as the act of the member.1468
(b)  If the name signed on a vote, consent, waiver, or proxy appointment does not1469
correspond to the record name of a member, the corporation if acting in good faith is1470
nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it1471
effect as the act of the member if:1472
(1)  The member is an entity and the name signed purports to be that of an officer or1473
agent of the entity;1474
(2)  The name signed purports to be that of an attorney in fact of the member and, if the1475
corporation requests, evidence acceptable to the corporation of the signatory's authority1476
to sign for the member has been presented with respect to the vote, consent, waiver, or1477
proxy appointment;1478
(3)  Two or more persons hold the membership as cotenants or fiduciaries and the name1479
signed purports to be the name of at least one of the coholders and the person signing1480
appears to be acting on behalf of all the coholders;1481
(4)  The name signed purports to be that of an administrator, executor, guardian, or1482
conservator representing the member and, if the corporation requests, evidence of1483
fiduciary status acceptable to the corporation has been presented with respect to the vote,1484
consent, waiver, or proxy appointment; or1485 23 LC 36 5426
S. B. 148
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(5)  The name signed purports to be that of a receiver or trustee in bankruptcy of the
1486
member, and, if the corporation requests, evidence of this status acceptable to the1487
corporation has been presented with respect to the vote, consent, waiver, or proxy1488
appointment.1489
(c)  The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if1490
the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has1491
reasonable basis for doubt about the validity of the signature on it or about the signatory's1492
authority to sign for the member or about the faithfulness or completeness of the1493
reproduction when the original has not been examined.1494
(d)  The corporation and its officer or agent who accept or reject a vote, consent, waiver,1495
or proxy appointment in good faith and in accordance with the standards of this Code1496
section or subsection (b) of Code Section 14-3-724 are not liable in damages to the member1497
for the consequences of the acceptance or rejection.1498
(e)  Corporate action based on the acceptance or rejection of a vote, consent, waiver, or1499
proxy appointment under this Code section or subsection (b) of Code Section 14-3-724 is1500
valid unless a court of competent jurisdiction determines otherwise.1501
Part 31502
14-3-730.1503
(a)  Two or more members may provide for the manner in which they will vote by signing1504
an agreement for that purpose.  Such agreements may be valid for a period of up to 20
1505
years. For charitable corporations described in paragraph (2) of subsection (a) of Code1506
Section 14-3-1302, such agreements must have a reasonable purpose not inconsistent with1507
the corporation's public or charitable purposes.1508
(b)  A voting agreement created under this Code section is specifically enforceable.1509 23 LC 36 5426
S. B. 148
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(c)  The duration of any agreement created under this Code section shall not exceed 201510
years. Failure to state a period of duration or stating a period of duration in excess of 201511
years shall not invalidate the agreement, but in either case the period of duration shall be1512
20 years. Any such agreement may be renewed for a period not in excess of 20 years from1513
the date of renewal by agreement of all the members bound thereby at the date of renewal.1514
Part 41515
ARTICLE 7A1516
14-3-740.1517
As used in this part article, the term:1518
(1)  'Derivative 'derivative proceeding' means a civil suit in the right of a domestic1519
corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign1520
corporation.1521
(2)  'Member' includes those who are members under Code Section 14-3-140, as well as1522
any person who is entitled to some portion of the corporation's property upon dissolution,1523
and any person or class of persons specifically designated in the corporation's bylaws or1524
articles of incorporation as having standing to bring a derivative proceeding.1525
14-3-741.1526
(a) A derivative proceeding may be brought either by:1527
(1)  Any any director; or1528
(2)  Any by any member or members having 5 percent or more of the voting power; or1529
(3)  Fifty or more by 50 members, whichever is less regardless of voting power.1530
(b)  A member A director or members may not commence or maintain a derivative1531
proceeding unless the director or members member:1532 23 LC 36 5426
S. B. 148
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(1)  Was a director or were members a member of the corporation at the time of the act1533
or omission complained of (or became a member through transfer by operation of law1534
from one who was a member at that time); or is a director or are members at the time the1535
proceeding is commenced; and1536
(2)  Fairly and adequately represents the interests of the corporation in enforcing the right1537
of the corporation.1538
14-3-742.1539
(a)  No derivative proceeding may be commenced until:1540
(1)  A written demand has been made upon the corporation to take suitable action; and1541
(2)  Ninety days have expired from the date the demand was made unless the complainant1542
has earlier been notified that the demand has been rejected by the corporation or unless1543
irreparable injury to the corporation would result by waiting for the expiration of the 901544
day period.1545
(b)  In the case of charitable corporations described in subsection (a) of Code Section1546
14-3-1302, the complainant shall deliver a copy of the demand to the Attorney General1547
within ten days of making the demand on the corporation.1548
14-3-743.1549
If the corporation commences an inquiry into the allegations made in the demand or1550
complaint, the court may stay any derivative proceeding for such period as the court deems1551
appropriate.1552
14-3-744.1553
(a)  The court may dismiss a derivative proceeding if, on motion by the corporation, the1554
court finds that one of the groups specified in subsection (b) of this Code section has made1555
a determination in good faith after conducting a reasonable investigation upon which its1556 23 LC 36 5426
S. B. 148
- 64 -
conclusions are based that the maintenance of the derivative suit is not in the best interests
1557
of the corporation.  The corporation shall have the burden of proving the independence and1558
good faith of the group making the determination and the reasonableness of the1559
investigation.1560
(b)  The determination in subsection (a) of this Code section shall be made by:1561
(1)  A majority vote of independent directors present at a meeting of the board of1562
directors if the independent directors constitute a quorum;1563
(2)  A majority vote of a committee consisting of two or more independent directors1564
appointed by a majority vote of independent directors present at a meeting of the board1565
of directors, whether or not such independent directors constitute a quorum; or1566
(3)  A panel of one or more independent persons appointed by the court upon motion by1567
the corporation.1568
(c)  None of the following shall by itself cause a director to be considered not independent1569
for purposes of subsection (b) of this Code section:1570
(1)  The nomination or election of the director by directors who are not independent;1571
(2)  The naming of the director as a defendant in the derivative proceeding; or1572
(3)  The fact that the director approved the action being challenged in the derivative1573
proceeding so long as the director did not receive a personal benefit as a result of the1574
action.1575
14-3-745.1576
A derivative proceeding may not be discontinued or settled without the court's approval.1577
If the court determines that a proposed discontinuance or settlement will substantially1578
affect the interests of the corporation's members or a class of members, the court shall1579
direct that notice be given to the members affected.1580 23 LC 36 5426
S. B. 148
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14-3-746.
1581
On termination of the derivative proceeding the court may:1582
(1)  Order the corporation to pay the plaintiff's reasonable expenses (including attorneys'
1583
attorney's fees) incurred in the proceeding if it finds that the proceeding has resulted in1584
a substantial benefit to the corporation; or1585
(2)  Order the plaintiff to pay any defendant's reasonable expenses (including attorneys'1586
attorney's fees) incurred in defending the proceeding if it finds that the proceeding was1587
commenced or maintained without reasonable cause or for an improper purpose.1588
14-3-747.1589
In any derivative proceeding in the right of a foreign corporation, the matters covered by1590
this part article shall be governed by the laws of the jurisdiction of incorporation of the1591
foreign corporation except for Code Sections 14-3-743 and 14-3-745 and paragraph (2) of1592
Code Section 14-3-746.1593
ARTICLE 81594
Part 11595
14-3-801.1596
(a)  Each corporation must have a board of directors.1597
(b)  Except as provided in this chapter or subsection (c) of this Code section, all corporate1598
powers shall be exercised by or under the authority of, and the business and affairs of the1599
corporation managed under the direction of, its board.1600
(c)  No limitation upon the authority of the directors, whether contained in the articles of1601
incorporation or bylaws, shall be effective against persons, other than members and1602
directors, who are without actual knowledge of the limitation.1603 23 LC 36 5426
S. B. 148
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(d)  The articles may authorize a person or persons to exercise some or all of the powers
1604
which would otherwise be exercised by a board.  To the extent so authorized any such1605
person or persons shall have the duties and responsibilities of the directors, and the1606
directors shall be relieved to that extent from such duties and responsibilities.1607
14-3-802.1608
Directors shall be natural persons who are 18 years of age or older but need not be residents1609
of this state nor members of the corporation unless the articles so require.  The articles or1610
bylaws may prescribe other qualifications for directors.1611
14-3-803.1612
(a)  A board of directors must consist of one or more natural persons, with the number1613
specified in or fixed in accordance with the articles or bylaws.  A corporation without
1614
members that is not in existence prior to July 1, 2023, must have a board of directors1615
consisting of three or more natural persons, with the number specified in or fixed in1616
accordance with the articles or bylaws.1617
(b)  The articles or bylaws may authorize the members of or the board of directors to fix1618
or change the number of directors or may establish a variable range for the size of the board1619
of directors by fixing a minimum and maximum number of directors.  If the variable range1620
is established, the number of directors may be fixed or changed from time to time, within1621
the minimum and maximum, by the members, or if the articles or bylaws so provide, by1622
the board of directors.1623
14-3-804.1624
(a)  If the corporation has members is a membership corporation, all the directors (except1625
the initial directors) shall be elected at the first annual meeting of members, and at each1626
annual meeting thereafter, unless the articles or bylaws provide some other time or method1627 23 LC 36 5426
S. B. 148
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of election, or provide that some or all of the directors are appointed by some other person
1628
or designated in some other manner
.1629
(b)  If the articles of incorporation or bylaws authorize dividing the members into classes,1630
the articles or bylaws may also authorize the election of all or a specified number of1631
directors by one or more authorized classes of members.  Unless otherwise provided in the1632
articles or bylaws, a class or multiple classes of members entitled to elect one or more1633
directors is a separate voting group for purposes of the election of directors.1634
(c) If the corporation does not have members, all the directors (except the initial directors)1635
shall be elected, appointed, or designated as provided in the articles or bylaws.  If no1636
method of designation or appointment is set forth in the articles or bylaws, the directors1637
(other than the initial directors) shall be elected by the board.1638
14-3-805.1639
(a)  The terms of the initial directors of a corporation expire at the first meeting of members1640
or directors for the election of directors or for such other period as may be specified in the1641
articles of incorporation or bylaws.  The articles or bylaws may specify the terms of1642
directors.  In the absence of any term specified in the articles or bylaws, the term of each1643
director other than initial directors shall be one year.  Directors may be elected for1644
successive terms.1645
(b)  A decrease in the number of directors or term of office does not shorten an incumbent1646
director's term.1647
(c)  A director elected to fill a vacancy shall be elected for the unexpired term of the1648
director's predecessor in office.1649
(d)  Despite the expiration of a director's term, the director continues to serve until the1650
director's successor is elected, designated, or appointed and qualifies, or until there is a1651
decrease in the number of directors.1652 23 LC 36 5426
S. B. 148
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14-3-806.
1653
The articles or bylaws may provide for staggering the terms of directors by dividing the1654
total number of directors into groups.  The terms of office of the several groups need not1655
be uniform.1656
14-3-807.1657
(a)  A director may resign at any time by delivering notice in writing or by electronic1658
transmission to the presiding officer of the
 board of directors, its presiding officer, or to the1659
president or secretary, or the chief executive officer or in such other manner as the articles1660
or bylaws may provide.1661
(b)  A resignation is effective when the notice is delivered unless the notice specifies a later1662
effective date or an effective date determined by the happening of an event.1663
(c)  A resignation that is conditioned upon the happening of an event may provide that such1664
resignation is irrevocable.1665
14-3-808.1666
Unless the corporation's articles or bylaws provide otherwise with regard to elected1667
directors:1668
(1)  The members may remove, with or without cause, one or more directors elected by1669
them;1670
(2)  If a director is elected by a class, chapter, or other organizational unit or by region1671
or other geographic grouping, the director may be removed only by the members of that1672
class, chapter, unit, or grouping;1673
(3)  Except as provided in paragraph (9) of this Code section, a director may be removed1674
under paragraph (1) or (2) of this Code section only if the number of votes cast to remove1675
the director would be sufficient to elect the director at a meeting to elect directors;1676 23 LC 36 5426
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(4)  If cumulative voting is authorized, a director may not be removed if the number of
1677
votes, or if the director was elected by a class, chapter, unit, or grouping of members, the1678
director may not be removed if the number of votes of that class, chapter, unit, or1679
grouping, sufficient to elect the director under cumulative voting is voted against the1680
director's removal;1681
(5)  A director elected by members may be removed by the members only at a meeting1682
called for the purpose of removing the director and the meeting notice must state that the1683
purpose, or one of the purposes, of the meeting is removal of the director;1684
(6)  In computing whether a director is protected from removal under paragraphs (2)1685
through (4) of this Code section, it should be assumed that the votes against removal are1686
cast in an election for the number of directors of the class to which the director to be1687
removed belonged on the date of that director's election;1688
(7)  An entire board of directors may be removed under paragraphs (1) through (5) of this1689
Code section;1690
(8)  A director elected by the board may be removed with or without cause by the vote1691
of two-thirds of the directors then in office; provided, however, that a director elected by1692
the board to fill the vacancy of a director elected by the members may be removed1693
without cause by the members, but not the board; and1694
(9)  If, at the beginning of a director's term on the board, the articles or bylaws provide1695
that the director may be removed for missing a specified number of board meetings, the1696
board may remove the director for failing to attend the specified number of meetings.1697
The director may be removed only if a majority of the directors then in office vote for the1698
removal.1699
14-3-809.1700
(a)  A designated director may be removed by an amendment to the articles or bylaws1701
deleting or changing the designation.1702 23 LC 36 5426
S. B. 148
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(b)  Except as otherwise provided in the articles or bylaws with regard to appointed1703
directors:1704
(1)  An appointed director may be removed without cause by the person appointing the1705
director;1706
(2)  The person removing the director shall do so by giving written notice of the removal1707
to the director and either to the presiding officer of the board, or the corporation's1708
president chief executive officer, or the corporation's secretary; and1709
(3)  A removal is effective when the notice is effective unless the notice specifies a future1710
effective date.1711
14-3-810.1712
(a)  The superior court may remove any director of the corporation from office in a1713
proceeding commenced either by the corporation, its members holding at least 10 percent1714
of the voting power of any class, or, in the case of a charitable corporation described in1715
paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the1716
court finds that:1717
(1)  The director engaged in fraudulent or dishonest conduct, or gross abuse of authority1718
or discretion, with respect to the corporation, or a final judgment has been entered finding1719
that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or1720
the director has been subjected to sanction for participation in a 'director's conflicting1721
interest transaction' as defined in paragraph (2) of Code Section 14-3-860; and1722
(2)  Removal is in the best interest of the corporation.1723
(b)  The court that removes a director may bar the director from serving on the board for1724
a period prescribed by the court.1725
(c)  If members or the Attorney General commence a proceeding under subsection (a) of1726
this Code section, the corporation shall be made a party defendant.1727 23 LC 36 5426
S. B. 148
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14-3-811.
1728
(a)  Unless the articles or bylaws provide otherwise, and except as provided in subsections1729
(b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a1730
vacancy resulting from an increase in the number of directors:1731
(1)  The members, if any, may fill the vacancy; if the vacant office was held by a director1732
elected by a class, chapter, or other organizational unit or by region or other geographic1733
grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill1734
the vacancy if it is filled by the members;1735
(2)  The board of directors may fill the vacancy; or1736
(3)  If the directors remaining in office constitute fewer than a quorum of the board, they1737
may fill the vacancy by the affirmative vote of a majority of all the directors remaining1738
in office.1739
(b)  Unless the articles or bylaws provide otherwise, if a vacant office was held by an1740
appointed director, only the person who appointed the director may fill the vacancy.1741
(c)  If a vacant office was held by a designated director, the vacancy shall be filled as1742
provided in the articles or bylaws.  In the absence of an applicable article or bylaw1743
provision, the vacancy may not be filled by the board.1744
(d)  A vacancy that will occur at a specific later date (by reason of a resignation effective1745
at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled1746
before the vacancy occurs but the new director may not take office until the vacancy1747
occurs.1748
(e)  If there are no directors of a corporation without members, the Attorney General or any
1749
interested person may petition the superior court to appoint at least three directors or the1750
minimum number required by the articles or bylaws. If the interested person is not the1751
Attorney General, such interested person shall provide notice of the petition to the Attorney1752
General.1753 23 LC 36 5426
S. B. 148
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14-3-812.
1754
Unless the articles or bylaws provide otherwise, a
 the board of directors may fix the1755
compensation of directors.1756
14-3-813.1757
(a)  If the directors of a corporation are deadlocked in the management of the corporate1758
affairs and the members are unable to break the deadlock and if injury to the corporation1759
is being suffered or is threatened by reason thereof, the superior court may, notwithstanding1760
any provisions of the articles of incorporation or bylaws of the corporation to the contrary1761
and whether or not an action is pending for an involuntary dissolution of the corporation,1762
appoint a provisional director pursuant to this Code section.1763
(b)  Action for such appointment may be filed by one-half of the directors or by members1764
holding not less than one-third of all the votes entitled to be cast in an election of directors.1765
Notice of such action shall be served upon the directors, other than those who have filed1766
the action, and upon the corporation in the manner provided by law for service of a1767
summons and complaint, and a hearing shall be held not less than ten days after such1768
service is effected.  At such hearing all interested persons shall be given an opportunity to1769
be heard.1770
(c)  The provisional director shall be an impartial person who is neither a member nor a1771
creditor of the corporation nor related by consanguinity or affinity within the third degree,1772
as computed according to the civil law, to any of the other directors of the corporation or1773
to any judge of the court by which he or she is appointed.  The provisional director shall1774
have all the rights and powers of a director and shall be entitled to notice of the meetings1775
of the board of directors and to vote at such meetings until he or she is removed by order1776
of the court or by vote or written consent of a majority of the directors or of members1777
holding a majority of the votes entitled to be cast in an election of directors.  He or she1778
shall be entitled to receive such compensation as may be agreed upon between him or her1779 23 LC 36 5426
S. B. 148
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and the corporation;, and, in the absence of such agreement, he or she shall be entitled to1780
such compensation as shall be fixed by the court.1781
Part 21782
14-3-820.1783
(a)  A board of directors may hold regular or special meetings in or out of this state.  If the1784
time and place of a directors' meeting is fixed by the bylaws or the board, the meeting shall1785
be a regular meeting.  All other directors' meetings shall be special meetings.1786
(b)  Unless the articles of incorporation or bylaws provide otherwise, the chair of the board1787
or the chief executive officer, or at least 20 percent of the directors then in office, may call1788
and deliver notice of a special meeting of the board of directors.1789
(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors1790
to participate in a regular or special meeting by, or conduct the meeting through the use of,1791
any means of communication by which all directors participating may simultaneously hear1792
each other during the meeting.  A director participating in a meeting by this means is1793
deemed to be present in person at the meeting.1794
14-3-821.1795
(a)  Unless the articles or bylaws provide otherwise, action required or permitted by this1796
chapter to be taken at a board of directors' meeting may be taken without a meeting if the1797
action is taken in accordance with subsection (b) (c) of this Code section.1798
(b)  A director's consent may be withdrawn by a revocation signed by the director and1799
delivered to the corporation prior to delivery to the corporation of unrevoked written1800
consents signed by all the directors required for an action to be taken.1801
(c) Action taken without a meeting shall be taken by all members of the board, unless the1802
articles or bylaws specifically permit such action to be taken by less than all, but not less1803 23 LC 36 5426
S. B. 148
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than a majority of the board.  The action must be evidenced by one or more consents in
1804
writing or by electronic transmission describing the action taken, signed by no fewer than1805
the required number of directors, and delivered to the corporation for inclusion in the1806
minutes for filing with the corporate records reflecting the action taken.  Such filing shall1807
be in paper form if the minutes are maintained in paper form and shall be in electronic form1808
if the minutes are maintained in electronic form.1809
(c)
(d) Action taken under this Code section is effective when the last director signs the1810
required signed consent is delivered to the corporation, unless the consent specifies a1811
different effective date.1812
(d)(e) A consent signed and delivered by a director under this Code section has the effect1813
of a meeting vote and may be described as such in any document.1814
(f)  Except as otherwise provided in the articles or bylaws, whenever this chapter, the1815
articles, or the bylaws require the signature of a director, the signature may be manual,1816
facsimile, conformed, or electronic.1817
14-3-822.1818
(a)  Unless the articles or bylaws provide otherwise, regular meetings of the board may be1819
held without notice of the date, time, place, and or purpose of the meeting.1820
(b)  Unless the articles or bylaws provide otherwise, special meetings of the board must be1821
preceded by at least two days' notice to each director of the date, time, and place, but not1822
the purpose, of the meeting.1823
(c)  Unless the articles or bylaws provide otherwise, notice shall be provided for any1824
meeting where an amendment to the articles or bylaws or the removal of a director shall1825
be considered.  Such notice shall include the date, time, place, and purpose, including the1826
proposed amendment, of the meeting.1827
(d)  The articles of incorporation or bylaws may authorize oral notice of meetings of the1828
board of directors.1829 23 LC 36 5426
S. B. 148
- 75 -
14-3-823.
1830
(a)  A director may waive any notice required by this chapter, the articles of incorporation,1831
or the
 bylaws before or after the date and time stated in the notice.  Except as provided by1832
subsection (b) of this Code section, the waiver must be in writing or by electronic1833
transmission, signed by the director entitled to the notice, and delivered to the corporation1834
for inclusion in the minutes or filing with the corporate records.1835
(b)  A director's attendance at or participation in a meeting waives any required notice to1836
him or her of the meeting unless the director at the beginning of the meeting (or promptly1837
upon his or her arrival) objects to holding the meeting or transacting business at the1838
meeting and does not thereafter vote for or assent to action taken at the meeting.1839
14-3-824.1840
(a)  Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of1841
a board of directors consists of:1842
(1)  A majority of the fixed number of directors if the corporation has a fixed board size;1843
or1844
(2)  A majority of the number of directors prescribed or, if no number is prescribed, the1845
number in office immediately before the meeting begins, if the corporation has a1846
variable-range size board.1847
(b)  The articles or bylaws may authorize a quorum of a board of directors to consist of no1848
fewer than one-third of the fixed or prescribed number of directors determined under1849
subsection (a) of this Code section.1850
(c)  If a quorum is present when a vote is taken, the affirmative vote of a majority of1851
directors present is the act of the board of directors unless this chapter, the articles, or the1852
bylaws require the vote of a greater number of directors.1853 23 LC 36 5426
S. B. 148
- 76 -
(d)  A director who is present at a meeting of the board of directors or a committee of the
1854
board of directors when corporate action is taken is deemed to have assented to the action1855
taken unless:1856
(1)  The director objects at the beginning of the meeting (or promptly upon arrival) to1857
holding it or transacting business at the meeting;1858
(2)  The director's dissent or abstention from the action taken is entered in the minutes of1859
the meeting; or1860
(3)  The director delivers written notice of the director's dissent or abstention to the1861
presiding officer of the meeting before its adjournment or to the corporation immediately1862
after adjournment of the meeting.1863
(e)
  The right of dissent or abstention is not available to a director who votes in favor of the1864
action taken.1865
(f)  No director shall vote by proxy at a meeting of the board of directors.1866
14-3-825.1867
(a)  Unless the articles or bylaws provide otherwise, a board of directors may create one1868
or more committees of the board and appoint members of the board to serve on them.  Each1869
committee shall have one or more directors, who serve at the pleasure of the board.  A1870
committee exercising the authority of the board of directors shall consist of two or more1871
current or former directors, at least one of whom shall be a current director.  A committee1872
not exercising authority of the board of directors shall consist of two or more persons, at1873
least one of whom shall be a current director.  Committee members shall be appointed by1874
the board of directors or as otherwise provided for in the articles or bylaws.1875
(b)  If authorized by the articles or bylaws, the board or, if there are members entitled to1876
elect directors, the members may appoint individuals who are not currently members of the1877
board, but who formerly were members of the board of the corporation, as voting members1878 23 LC 36 5426
S. B. 148
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of committees of the board. All provisions of this article applicable to directors shall apply1879
equally to such individuals serving on committees.1880
(c)  Code Sections 14-3-820 through 14-3-824, which govern meetings, action without1881
meetings, notice and waiver of notice, and quorum and voting requirements of the board,1882
apply to committees and their committee members as well.1883
(d)  To the extent specified by the board of directors or in the articles or bylaws, each1884
committee of the board may exercise the board's authority under Code Section 14-3-801.1885
(e)(d) A committee may not, however:1886
(1)  Authorize distributions;1887
(2)  Approve or recommend to members dissolution, merger, or the sale, pledge, or1888
transfer of all or substantially all of the corporation's assets;1889
(3)  Elect, appoint, or remove directors or fill director vacancies on the board;1890
(4)  Unless the articles or bylaws provide otherwise, elect, appoint, or remove directors1891
or on any of its committees exercising the authority of the board; or1892
(4)(5) Adopt, amend, or repeal the articles or bylaws.1893
(f)(e) The creation of, delegation of authority to, or action by a committee does not alone1894
constitute compliance by a director with the standards of conduct described in Code1895
Section 14-3-830.1896
Part 31897
14-3-830.1898
(a)  Unless a different standard is prescribed by law, a director shall perform his or her1899
duties as a director in good faith and with the degree of care an ordinarily prudent person1900
in a like position would exercise under similar circumstances.1901
(b)  In performing his or her duties, a director may rely upon:1902 23 LC 36 5426
S. B. 148
- 78 -
(1)  Officers, employees, or agents of the corporation whom the director reasonably
1903
believed to be reliable and competent in the functions performed; and1904
(2)  Information, data, opinions, reports, or statements provided by officers, employees,1905
or agents of the corporation or by legal counsel, public accountants, investment bankers,1906
religious authorities, ministers, priests, rabbis, other similar persons in a religious
1907
organization, or other persons as to matters involving the skills, expertise, or knowledge1908
reasonably believed to be reliable and within such person's professional or expert1909
competence.1910
(c)  There shall be a presumption that the process a director followed in arriving at1911
decisions was done in good faith and that such director exercised ordinary care; provided,1912
however, that this presumption may be rebutted by evidence that such process constitutes1913
gross negligence by being a gross deviation from the standard of care of a director in a like1914
position under similar circumstances.1915
(d)  Nothing contained in this Code section shall:1916
(1)  In any instance when fairness is at issue, such as consideration of the fairness of a1917
transaction to the corporation as evaluated under paragraph (4) of subsection (b) of Code1918
Section 14-3-861, alter the burden of proving the fact or lack of fairness otherwise1919
applicable;1920
(2)  Alter the fact or lack of liability of a director under the Official Code of Georgia1921
Annotated, including the governance of the consequences of an unlawful distribution1922
under Code Section 14-3-831 or a conflicting interest transaction under Code Section1923
14-3-861;1924
(3)  Affect any rights to which the corporation or its members may be entitled under1925
another law of this state or of the United States; or1926
(4)  Deprive a director of the applicability, effect, or protection of the business judgment1927
rule; or1928
(5)  Deprive a director of the applicability, effect, or protection of Code Section 51-1-20.1929 23 LC 36 5426
S. B. 148
- 79 -
(e)  A director shall not be deemed to be a trustee with respect to the corporation or with
1930
respect to any property held or administered by the corporation, including, without limit,1931
property that may be subject to restrictions imposed by the donor or transferor of such1932
property.1933
14-3-831.1934
(a)  Unless a director complies with the applicable standards of conduct described in Code1935
Section 14-3-830, a director who votes for or assents to a distribution made in violation of1936
this chapter is personally liable to the corporation for the amount of the distribution that1937
exceeds what could have been distributed without violating this chapter.1938
(b)  A director held liable for an unlawful distribution under subsection (a) of this Code1939
section is entitled to contribution:1940
(1)  From every other director who voted for or assented to the distribution without1941
complying with the applicable standards of conduct described in Code Section 14-3-830;1942
and1943
(2)  From each person who received an unlawful distribution for the amount of the1944
distribution whether or not the person receiving the distribution knew it was made in1945
violation of this chapter.1946
Part 41947
14-3-840.1948
(a)  A corporation has the
 shall have a chief executive officer, a secretary, and a chief1949
financial officer, provided that the articles of incorporation or bylaws may designate other1950
titles in lieu of or in addition to chief executive officer or chief financial officer.  The1951
corporation may have additional officers as described in its articles or bylaws or appointed1952
by the board of directors in accordance with the articles or bylaws.1953 23 LC 36 5426
S. B. 148
- 80 -
(b)  A corporation may have an executive director.  Unless the corporation's articles or1954
bylaws state otherwise, the executive director shall be an officer of the corporation.1955
(c) A duly appointed officer may appoint one or more officers or assistant officers if1956
authorized by the articles or bylaws or the board of directors.1957
(c)(d) The articles, bylaws, or the board shall delegate to one of the officers responsibility1958
for preparing minutes of the directors' and members' meetings and for authenticating1959
records of the corporation.1960
(d)(e) Unless otherwise provided in the articles or bylaws, the same individual may1961
simultaneously hold more than one office in a corporation, except that the offices of chief1962
executive officer and secretary shall not be held by the same individual.1963
(e)(f) The officers of a corporation may be designated by such titles as may be provided1964
in the articles or the bylaws;, and in such case any document required or permitted by any1965
law of this state to be signed by the president chief executive officer, secretary, or any other1966
named officer of a corporation may be signed by such officer as may be stated in such1967
document to correspond to the officer so required or permitted to sign.1968
14-3-841.1969
Each officer has the authority and shall perform the duties set forth in the articles or bylaws1970
or, to the extent consistent with the articles or bylaws, the duties and authority prescribed1971
by the board or by direction of an officer authorized by the board to prescribe the duties1972
and authority of other officers.  Unless the articles, the bylaws, or a resolution of the board1973
of directors of the corporation provides otherwise, the chief executive officer or the1974
president if no person has been designated as chief executive officer of the corporation1975
shall have authority to conduct all ordinary business on behalf of the corporation and may1976
execute and deliver on behalf of the corporation any contract, conveyance, or similar1977
document not requiring approval by the board of directors or members as provided in this1978
chapter.1979 23 LC 36 5426
S. B. 148
- 81 -
14-3-842.
1980
(a) Unless a different standard is prescribed by law, an officer shall perform his or her1981
duties as an officer in good faith and with the degree of care an ordinarily prudent person1982
in a like position would exercise under similar circumstances.1983
(b)  In performing his or her duties, an officer may rely upon:1984
(1)  Officers
 Other officers, employees, or agents of the corporation whom the officer1985
reasonably believed to be reliable and competent in the functions performed; and1986
(2)  Information, data, opinions, reports, or statements provided by other officers,1987
employees, or agents of the corporation or by legal counsel, public accountants,1988
investment bankers, religious authorities, ministers, priests, rabbis, other similar persons1989
in a religious organization, or other persons as to matters involving the skills, expertise,1990
or knowledge reasonably believed to be reliable and within such person's professional or1991
expert competence.1992
(c)  There shall be a presumption that the process an officer followed in arriving at1993
decisions was done in good faith and that such officer exercised ordinary care; provided,1994
however, that this presumption may be rebutted by evidence that such process constitutes1995
gross negligence by being a gross deviation from the standard of care of an officer in a like1996
position under similar circumstances.1997
(d)  Nothing contained in this Code section shall:1998
(1)  In any instance when fairness is at issue, such as consideration of the fairness of a1999
transaction to the corporation as evaluated under paragraph (4) of subsection (c) of Code2000
Section 14-3-865, alter the burden of proving the fact or lack of fairness otherwise2001
applicable;2002
(2)  Alter the fact or lack of liability of an officer under the Official Code of Georgia2003
Annotated, including the governance of the consequences of a conflicting interest2004
transaction under Code Section 14-3-865;2005 23 LC 36 5426
S. B. 148
- 82 -
(3)  Affect any rights to which the corporation or its members may be entitled under
2006
another law of this state or of the United States; or
2007
(4)  Deprive an officer of the applicability, effect, or protection of the business judgment2008
rule; or2009
(5)  Deprive an officer of the applicability, effect, or protection of Code Sections 51-1-202010
and 51-1-20.1.2011
14-3-843.2012
(a)  An officer may resign at any time by delivering notice in writing or by electronic2013
transmission to the corporation.  A resignation is effective when the notice is effective2014
unless the notice specifies a future effective date.  If a resignation is made effective at a2015
future date and the corporation accepts the future effective date, its board of directors, or,2016
if authorized by the bylaws, an officer, may fill the pending vacancy before the effective2017
date if the board or such appointing officer provides that the successor does not take office2018
until the effective date.2019
(b)  A board may remove any officer at any time with or without cause. An officer may be2020
removed at any time with or without cause by:2021
(1)  The board of directors;2022
(2)  The officer who appointed such officer, unless the bylaws or the board of directors2023
provide otherwise; or2024
(3)  Any other officer if authorized by the bylaws or the board of directors.2025
(c)  Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's2026
officers may be filled by the board.2027
14-3-844.2028
(a)  The appointment of an officer does not itself create contract rights.2029 23 LC 36 5426
S. B. 148
- 83 -
(b)  An officer's removal does not affect the officer's contract rights, if any, with the
2030
corporation.  An officer's resignation does not affect the corporation's contract rights, if2031
any, with the officer.2032
14-3-845.2033
Any contract or other instrument in writing executed or entered into between a corporation2034
and any other person is not invalidated as to the corporation by any lack of authority of the2035
signing officers in the absence of actual knowledge on the part of the other person that the2036
signing officers had no authority to execute the contract or other instrument, provided that
2037
if it is signed by any two officers in category 1 below or by one officer in category 1 below2038
and one officer in category 2 below.  Categories shall be as follows:2039
(1)  Category 1 shall consist of the presiding officer of the board and the president chief2040
executive officer; and2041
(2)  Category 2 shall consist of a vice president, the secretary, the treasurer chief financial2042
officer, and the executive director any other officer delineated in the articles or bylaws.2043
The absence of the signature of such persons from a document shall not itself impair the2044
validity of the document or of any action taken in pursuance thereof or in reliance thereon.2045
14-3-846.2046
(a)  With respect to any contract, conveyance, or similar document executed by or on2047
behalf of a domestic corporation or foreign corporation, the presence of the corporate seal,2048
or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or2049
other officer to whom the bylaws or the directors have delegated the responsibility for2050
authenticating records of the corporation, shall attest:2051
(1)  That the corporate seal or facsimile thereof affixed to the document is in fact the seal2052
of the corporation or a true facsimile thereof, as the case may be;2053 23 LC 36 5426
S. B. 148
- 84 -
(2)  That any officer of the corporation executing the document does in fact occupy the
2054
official position indicated, that one in such position is duly authorized to execute such2055
document on behalf of the corporation, and that the signature of such officer subscribed2056
thereto is genuine; and2057
(3)  That the execution of the document on behalf of the corporation has been duly2058
authorized.2059
(b)  With respect to any contract, conveyance, or similar document executed by or on
2060
behalf of a domestic corporation or a foreign corporation, execution by the chief executive2061
officer, attested by the secretary or assistant secretary of the corporation, or other officer2062
to whom the bylaws or the directors have delegated the responsibility for authenticating2063
records of the corporation, shall attest:2064
(1)  That the person executing the document as chief executive officer does in fact occupy2065
the official position, that one in such position is duly authorized to execute such2066
document on behalf of the corporation, and that the signature of such officer subscribed2067
thereto is genuine; and2068
(2)  That the execution of the document on behalf of the corporation has been duly2069
authorized.2070
(b)(c) When the seal of a corporation or the facsimile thereof is affixed to any document2071
and is attested by the secretary or assistant secretary of a corporation, or other officer to2072
whom the bylaws or the directors have delegated the responsibility for authenticating2073
records of the corporation, a third party without knowledge or reason to know to the2074
contrary may rely on such document as being what it purports to be.2075
(c)(d) The seal of the corporation may be affixed to any document executed by the2076
corporation, but the absence of the seal shall not itself impair the validity of the document2077
or of any action taken in pursuance thereof or in reliance thereon.2078 23 LC 36 5426
S. B. 148
- 85 -
Part 5
2079
14-3-850.2080
As used in this part, the term:2081
(1)  'Corporation' includes any domestic or foreign predecessor entity of a corporation in2082
a merger or other transaction in which the predecessor's existence ceased upon2083
consummation of the transaction.2084
(2)  'Director' or 'officer' means an individual who is or was a director or officer,2085
respectively, of a corporation who, while a director or officer of the corporation, is or was2086
serving at the corporation's request as a director, officer, partner, trustee, employee, or2087
agent of another domestic or foreign business or nonprofit corporation, partnership, joint2088
venture, trust, employee benefit plan, or other entity.  A director or officer is considered2089
to be serving an employee benefit plan at the corporation's request if the director's duties2090
to the corporation also impose duties on, or otherwise involve services by, the director2091
to the plan or to participants in or beneficiaries of the plan.  'Director' or 'officer' includes,2092
unless the context otherwise requires, the estate or personal representative of a director.2093
(3)  'Disinterested director' means a director who at the time of a vote referred to in2094
paragraph (1) of
 subsection (c) of Code Section 14-3-853 or a vote or selection referred2095
to in subsection (b) or (c) of Code Section 14-3-855 or subsection (a) of Code Section2096
14-3-856 is not:2097
(A)  A party to the proceeding; or2098
(B)  An individual having a familial, financial, professional, or employment2099
relationship with the director whose indemnification or advance for expenses is the2100
subject of the decision being made, which relationship would, in the circumstances,2101
reasonably be expected to exert an influence on the director's judgment when voting on2102
the decision being made.2103 23 LC 36 5426
S. B. 148
- 86 -
(4)  'Disinterested member' means a member who, at the time of a vote referred to in2104
paragraph (2) of subsection (c) of Code Section 14-3-853, a vote referred to in2105
paragraph (3) of subsection (b) of Code Section 14-3-855, or a vote referred to in2106
subsection (a) of Code Section 14-3-856, is not:2107
(A)  A party to the proceeding;2108
(B)  Owned by or under the control of a director who does not qualify as a disinterested2109
director with respect to the proceeding; or2110
(C)  An individual having a familial, financial, professional, or employment2111
relationship with the director whose indemnification or advance for expenses is the2112
subject of the decision being made, which relationship would, in the circumstances,2113
reasonably be expected to exert an influence on the member's judgment when voting2114
on the decision being made.2115
A director who is also member, but who does not qualify as a disinterested director with2116
respect to the proceeding, cannot qualify or vote as a disinterested member on any2117
matters relating to the proceeding.2118
(4)(5) 'Expenses' includes counsel attorney's fees.2119
(5)(6) 'Liability' means the obligation to pay a judgment, settlement, penalty, fine2120
(including an excise tax assessed with respect to an employee benefit plan), or reasonable2121
expenses actually incurred with respect to a proceeding.2122
(6)(7) 'Official capacity' means:2123
(A)  When used with respect to a director, the office of director in a corporation; and2124
(B)  When used with respect to an officer, as contemplated in Code Section 14-3-8572125
14-3-858, the office in a corporation held by the officer.2126
'Official capacity' does not include service for any other domestic or foreign corporation2127
or any partnership, joint venture, trust, employee benefit plan, or other entity.2128
(7)(8) 'Party' means an individual who was, is, or is threatened to be made a named2129
defendant or respondent in a proceeding.2130 23 LC 36 5426
S. B. 148
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(8)(9) 'Proceeding' means any threatened, pending, or completed action, suit, or2131
proceeding whether civil, criminal, administrative, arbitrative, or investigative and2132
whether formal or informal.2133
14-3-851.2134
(a)  Except as otherwise provided in this Code section, a corporation may indemnify an2135
individual who is a party to a proceeding because the individual is or was a director against2136
liability incurred in the proceeding if:2137
(1)  He or she conducted himself or herself in good faith; and2138
(2)  He or she reasonably believed:2139
(A)  In the case of conduct in his or her official capacity, that his or her conduct was in2140
the best interests of the corporation;2141
(B)  In all other cases, that his or her conduct was at least not opposed to the best2142
interests of the corporation; and2143
(C)  In the case of any criminal proceeding, that he or she had no reasonable cause to2144
believe his or her conduct was unlawful.2145
(b)  A director's conduct with respect to an employee benefit plan for a purpose the director2146
believed in good faith to be in the interests of the participants in and beneficiaries of the2147
plan is conduct that satisfies the requirements of subsection (a) of this Code section.2148
(c)  The termination of a proceeding by judgment, order, settlement, or conviction or upon2149
a plea of nolo contendere or its equivalent is not, of itself, determinative that the director2150
did not meet the standard of conduct described in this Code section.2151
(d)  A corporation may not indemnify a director under this Code section:2152
(1)  In connection with a proceeding by or in the right of the corporation, except for2153
reasonable expenses incurred in connection with the proceeding if it is determined that2154
the director has met the relevant standard of conduct under this Code section; or2155 23 LC 36 5426
S. B. 148
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(2)  In connection with any other proceeding with respect to conduct for which the
2156
director was adjudged liable on the basis that personal benefit was improperly received2157
by the director, whether or not involving action in the director's official capacity.2158
14-3-852.2159
A corporation shall indemnify a director who was successful, on the merits or otherwise,2160
in the defense of any proceeding to which the director was a party because the director was2161
a director of the corporation against reasonable expenses incurred by the director in2162
connection with the proceeding.2163
14-3-853.2164
(a)  A corporation may, before final disposition of a proceeding, advance funds to pay for2165
or reimburse the reasonable expenses incurred by a director who is a party to a proceeding2166
because the director is a director if the director delivers to the corporation:2167
(1)  A written affirmation of the director's good faith belief that the director has met the2168
relevant standard of conduct described in Code Section 14-3-851 or that the proceeding2169
involves conduct for which liability has been eliminated under a provision of the articles2170
of incorporation as authorized by paragraph (4) of subsection (b) of Code Section2171
14-3-202; and2172
(2)  The director's written undertaking to repay any funds advanced if it is ultimately2173
determined that the director is not entitled to indemnification under this part.2174
(b)  The undertaking required by paragraph (2) of subsection (a) of this Code section must2175
be an unlimited general obligation of the director but need not be secured and may be2176
accepted without reference to the financial ability of the director to make repayment.2177
(c)  Authorizations under this Code section shall be made by the board of directors
:2178
(1)  By the board of directors:2179 23 LC 36 5426
S. B. 148
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(A) If there are two or more disinterested directors, by a majority vote of all the2180
disinterested directors (a majority of whom shall for such purpose constitute a quorum)2181
or by a majority of the members of a committee of two or more disinterested directors2182
appointed by such a vote; or2183
(2)(B) If there are fewer than two disinterested directors, by the vote necessary for2184
action by the board in accordance with subsection (c) of Code Section 14-3-824, in2185
which authorization directors who do not qualify as disinterested directors may2186
participate; or2187
(2)  By the disinterested members.2188
14-3-854.2189
(a)  A director who is a party to a proceeding because he or she is a director may apply for2190
indemnification or advances of expenses to the court conducting the proceeding or to2191
another court of competent jurisdiction.  After receipt of an application, after giving any2192
notice it considers necessary, the court shall:2193
(1)  Order indemnification or advance for expenses if it determines that the director is2194
entitled to indemnification under this part; or2195
(2)  Order indemnification or advance for expenses if it determines, in view of all the2196
relevant circumstances, that it is fair and reasonable:2197
(A)  To indemnify the director; or2198
(B)  To advance expenses to the director,2199
even if he or she has not met the relevant standard of conduct set forth in subsections (a)2200
and (b) of Code Section 14-3-851, failed to comply with Code Section 14-3-853, or was2201
adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of2202
Code Section 14-3-851, but if he or she was adjudged so liable his or her indemnification2203
shall be limited to reasonable expenses incurred in connection with the proceeding.2204 23 LC 36 5426
S. B. 148
- 90 -
(b)  If the court determines that the director is entitled to indemnification or advance for2205
expenses under this part, it may also order the corporation to pay the director's reasonable2206
expenses to obtain court ordered indemnification or advance for expenses. If the court2207
determines that the director is entitled to indemnification or advance for expenses under2208
paragraph (1) of subsection (a) of this Code section, it shall also order the corporation to2209
pay the director's reasonable expenses to obtain court ordered indemnification or advance2210
for expenses.  If the court determines that the director is entitled to indemnification or2211
advance for expenses under paragraph (2) of subsection (a) of this Code section, it may2212
also order the corporation to pay the director's reasonable expenses to obtain court ordered2213
indemnification or advance for expenses.2214
(c)  The court may summarily determine, without a jury, a corporation's obligation to2215
indemnify or advance expenses.2216
14-3-855.2217
(a)  A corporation may not indemnify a director under Code Section 14-3-851 unless2218
authorized thereunder and a determination has been made for a specific proceeding that2219
indemnification of the director is permissible in the circumstances because the director has2220
met the relevant standard of conduct set forth in Code Section 14-3-851.2221
(b)  The determination shall be made:2222
(1)  If there are two or more disinterested directors, by the board of directors by a2223
majority vote of all the disinterested directors (a majority of whom shall for such purpose2224
constitute a quorum), or by a majority of the members of a committee of two or more2225
disinterested directors appointed by such a vote;2226
(2)  By special legal counsel:2227
(A)  Selected in the manner prescribed in paragraph (1) of this subsection; or2228 23 LC 36 5426
S. B. 148
- 91 -
(B)  If there are fewer than two disinterested directors, selected by the board of
2229
directors, in which selection directors who do not qualify as disinterested directors may2230
participate; or2231
(3)  By the disinterested
 members, but directors who do not qualify as disinterested2232
directors may not vote as members on the determination.2233
(c)  Authorization of indemnification or an obligation to indemnify and evaluation as to2234
reasonableness of expenses shall be made in the same manner as the determination that2235
indemnification is permissible, except that if there are fewer than two disinterested2236
directors or if the determination is made by special legal counsel, authorization of2237
indemnification and evaluation as to reasonableness of expenses shall be made by those2238
entitled under paragraph (3) of subsection (b) of this Code section to select special legal2239
counsel.2240
14-3-856.2241
(a)  If authorized by the articles of incorporation or a bylaw, contract, or resolution2242
approved or ratified by a majority of disinterested members unless otherwise specified in2243
the articles or bylaws, or, in the case of a corporation without members, by a majority of2244
disinterested directors unless otherwise specified in the articles or bylaws, a corporation2245
may indemnify or obligate itself to indemnify a director made a party to a proceeding,2246
including a proceeding brought by or in the right of the corporation, without regard to the2247
limitations in other Code sections of this part.2248
(b)  The corporation shall not indemnify a director under this Code section for any liability2249
incurred in a proceeding in which the director is adjudged liable to the corporation or is2250
subjected to injunctive relief in favor of the corporation:2251
(1)  For any appropriation, in violation of the director's duties, of any business2252
opportunity of the corporation;2253 23 LC 36 5426
S. B. 148
- 92 -
(2)  For acts or omissions which involve intentional misconduct or a knowing violation2254
of law;2255
(3)  For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or2256
(4)  For any transaction from which the director received an improper personal benefit.2257
(c)  Where approved or authorized in the manner described in subsection (a) of this Code2258
section, a corporation may advance or reimburse expenses incurred in advance of final2259
disposition of the proceeding only if:2260
(1)  The director furnishes the corporation with a written affirmation of the director's2261
good faith belief that the director's conduct does not constitute behavior of the kind2262
described in subsection (b) of this Code section; and2263
(2)  The director furnishes the corporation with a written undertaking, executed2264
personally or on his or her behalf, to repay any advances for expenses if it is ultimately2265
determined that the director is not entitled to indemnification under this Code section.2266
14-3-856. 14-3-857.2267
(a)  A corporation may indemnify and advance expenses under this part to an officer of the2268
corporation who is a party to a proceeding because he or she is an officer of the2269
corporation:2270
(1)  To the same extent as a director; and2271
(2)  If he or she is not a director, to such further extent as may be provided by the articles2272
of incorporation, the bylaws, a resolution of the board of directors, or contract except for2273
liability arising out of conduct that constitutes:2274
(A)  Appropriation, in violation of his or her duties, of any business opportunity of the2275
corporation;2276
(B)  Acts or omissions which involve intentional misconduct or a knowing violation of2277
law;2278 23 LC 36 5426
S. B. 148
- 93 -
(C)  The types of liability set forth in Code Section 14-3-831 Sections 14-3-860 through2279
14-3-865; or2280
(D)  Receipt of an improper personal benefit.2281
(b)  The provisions of paragraph (2) of subsection (a) of this Code section shall apply to2282
an officer who is also a director if the sole basis on which he or she is made a party to the2283
proceeding is an act or omission solely as an officer.2284
(c)  An officer of a corporation who is not a director is entitled to mandatory2285
indemnification under Code Section 14-3-852, and may apply to a court under Code2286
Section 14-3-854 for indemnification or advances for expenses, in each case to the same2287
extent to which a director may be entitled to indemnification or advances for expenses2288
under those provisions.2289
(d)  A corporation may also indemnify and advance expenses to an employee or agent who2290
is not a director to the extent, consistent with public policy, that may be provided by its2291
articles of incorporation, its bylaws, general or specific action of its board of directors, or2292
contract.2293
14-3-857. 14-3-858.2294
A corporation may purchase and maintain insurance on behalf of an individual who is a2295
director, officer, employee, or agent of the corporation or who, while a director, officer,2296
employee, or agent of the corporation, serves at the corporation's request as a director,2297
officer, partner, trustee, employee, or agent of another domestic or foreign business or2298
nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other2299
entity against liability asserted against or incurred by the individual in that capacity or2300
arising from the individual's status as a director, officer, employee, or agent, whether or not2301
the corporation would have power to indemnify or advance expenses to the individual2302
against the same liability under this part.2303 23 LC 36 5426
S. B. 148
- 94 -
14-3-858. 14-3-859.2304
(a)  A corporation may, by a provision in its articles of incorporation or bylaws or in a2305
resolution adopted or a contract approved by its board of directors or members, obligate2306
itself in advance of the act or omission giving rise to a proceeding to provide2307
indemnification or advance funds to pay for or reimburse expenses consistent with this2308
part.  Any such obligatory provision that obligates the corporation to provide2309
indemnification to the fullest extent permitted by law shall be deemed to obligate the2310
corporation to advance funds to pay for or reimburse expenses in accordance with satisfy2311
the requirements for authorization referred to in subsection (c) of Code Section 14-3-8532312
to the fullest extent permitted by law, unless the provision specifically provides otherwise2313
or subsection (c) of Code Section 14-3-855.  Any such provision existing on July 1, 1991,2314
shall be valid to the extent it does not provide for broader indemnification than is allowed2315
under this part.2316
(b)  Any provision pursuant to subsection (a) of this Code section shall not obligate the2317
corporation to indemnify or advance expenses to a director of a predecessor of the2318
corporation, pertaining to conduct with respect to the predecessor, unless otherwise2319
specifically provided.  Any provision for indemnification or advance for expenses in the2320
articles of incorporation, the bylaws, or a resolution of the board of directors, members,2321
shareholders, partners, or, in the case of limited liability companies, members or managers2322
of a predecessor of the corporation or other entity in a merger or in a contract to which the2323
predecessor is a party, existing at the time the merger takes effect, shall be governed by2324
paragraph (3) of Code Section 14-3-1105.2325
(c)  A corporation may, by a provision in its articles of incorporation, limit any of the rights2326
to indemnification or advance for expenses created by or pursuant to this part.2327
(d)  This part does not limit a corporation's power to pay or reimburse expenses incurred2328
by a director or an officer in connection with his or her appearance as a witness in a2329
proceeding at a time when he or she is not a party.2330 23 LC 36 5426
S. B. 148
- 95 -
(e)  Except as expressly provided in Code Section 14-3-856 14-3-857, this part does not2331
limit a corporation's power to indemnify, advance expenses to, or provide or maintain2332
insurance on behalf of an employee or agent.2333
(f)  Any provision in a corporation's articles of incorporation or bylaws or in a resolution2334
adopted or contract approved by its board of directors or members that obligates the2335
corporation to provide indemnification to the fullest extent permitted by law shall, unless2336
such provision or another provision in the corporation's articles of incorporation or bylaws2337
or in a resolution adopted or a contract approved by its board of directors or members2338
expressly provides otherwise, be deemed to obligate the corporation:2339
(1)  To advance funds to pay for or reimburse expenses in accordance with Code2340
Section 14-3-853 or subsection (c) of Code Section 14-3-856 to the fullest extent2341
permitted by law; and2342
(2)  To indemnify directors to the fullest extent permitted in Code Section 14-3-856,2343
provided that such provision is duly authorized as required in subsection (a) of Code2344
Section 14-3-856, and to indemnify officers to the fullest extent permitted in2345
paragraph (2) of subsection (a) and subsection (b) of Code Section 14-3-857.2346
(g) The provisions of this part may be incorporated by reference into a corporation's2347
articles of incorporation, its bylaws, or a resolution of its members or board of directors.2348
In such case, any such provision shall subsequently be deemed amended to conform with2349
any amendments to this part, unless such provision otherwise expressly provides.2350
Part 62351
14-3-860.2352
As used in this part, the term:2353
(1)  'Conflicting interest' with respect to a corporation means the interest a director of the2354
corporation has respecting a transaction effected or proposed to be effected by the2355 23 LC 36 5426
S. B. 148
- 96 -
corporation (or by a subsidiary of the corporation or any other entity in which the
2356
corporation has a controlling interest) if:2357
(A)  Whether or not the transaction is brought before the board of directors of the2358
corporation for action, to the knowledge of the director at the time of commitment the2359
director or a related person is a party to the transaction or has a beneficial financial2360
interest in or so closely linked to the transaction and of such financial significance to2361
the director or a related person that it would reasonably be expected to exert an2362
influence on the director's judgment if the director were called upon to vote on the2363
transaction; or2364
(B)  The transaction is brought (or is of such character and significance to the2365
corporation that it would in the normal course be brought) before the board of directors2366
of the corporation for action, and to the knowledge of the director at the time of2367
commitment any of the following persons is either a party to the transaction or has a2368
beneficial financial interest so closely linked to the transaction and of such financial2369
significance to that person that it would reasonably be expected to exert an influence2370
on the director's judgment if the director were called upon to vote on the transaction:2371
(i) an entity (other than the corporation) of which the director is a director, general2372
partner, agent, or employee; (ii) a person that controls one or more of the entities2373
specified in division (i) of this subparagraph or an entity that is controlled by, or is2374
under common control with, one or more of the entities specified in division (i) of this2375
subparagraph; or (iii) an individual who is a general partner, principal, or employer of2376
the director.2377
(2)  'Director's conflicting interest transaction' with respect to a corporation means a2378
transaction effected or proposed to be effected by the corporation (or by a subsidiary of2379
the corporation or any other entity in which the corporation has a controlling interest)2380
respecting which a director of the corporation has a conflicting interest.2381
(3)  'Related person' of a director means:2382 23 LC 36 5426
S. B. 148
- 97 -
(A)  The spouse (or a parent or sibling thereof) of the director or a child, grandchild,
2383
sibling, parent (or spouse of any thereof), or an individual having the same home as the2384
director, or a trust or estate of which an individual specified in this subparagraph is a2385
substantial beneficiary; or2386
(B)  A trust, estate, incompetent, conservatee, or minor of which the director is a2387
fiduciary.2388
(4)  'Required disclosure' means disclosure by the director who has a conflicting interest2389
of (A) the existence and nature of the director's conflicting interest, and (B) all facts2390
known to the director respecting the subject matter of the transaction that an ordinarily2391
prudent person would reasonably believe to be material to a judgment as to whether or2392
not to proceed with the transaction.2393
(5)  'Time of commitment' respecting a transaction means the time when the transaction2394
is consummated or, if made pursuant to contract, the time when the corporation (or its2395
subsidiary or the entity in which it has a controlling interest) becomes contractually2396
obligated so that its unilateral withdrawal from the transaction would entail significant2397
loss, liability, or other damage.2398
14-3-861.2399
(a)  A transaction effected or proposed to be effected by a corporation (or by a subsidiary2400
of the corporation or by any other entity in which the corporation has a controlling interest)2401
that is not a director's conflicting interest transaction may not be enjoined, set aside, or give2402
rise to an award of damages or other sanctions, in an action under the laws of this state by2403
a member or by or in the right of the corporation or any other person who otherwise has2404
standing, on the ground of an interest in the transaction of a director or any person with2405
whom or which he or she has a personal, economic, or other association.2406
(b)  A director's conflicting interest transaction may not be enjoined, set aside, or give rise2407
to an award of damages or other sanctions, in an action under the laws of this state by a2408 23 LC 36 5426
S. B. 148
- 98 -
member or by or in the right of the corporation or by any other person who otherwise has2409
standing, on the ground of an interest in the transaction of the director or any person with2410
whom or which he or she has a personal, economic, or other association, if:2411
(1)  Directors' action respecting the transaction was at any time taken in compliance with2412
Code Section 14-3-862;2413
(2)  Members' action respecting the transaction was at any time taken in compliance with2414
Code Section 14-3-863;2415
(3)  Action by the superior court respecting the transaction was at any time taken in2416
compliance with Code Section 14-3-864; or2417
(4)  The transaction, judged in the circumstances at the time of commitment, is2418
established to have been fair to the corporation.2419
14-3-862.2420
(a)  Directors' action respecting a transaction is effective for purposes of paragraph (1) of2421
subsection (b) of Code Section 14-3-861 if the transaction received the affirmative vote of2422
a majority (but not less than two) of those qualified directors on the board of directors or2423
on a duly empowered committee thereof who voted on the transaction after either required2424
disclosure to them (to the extent the information was not known by them) or compliance2425
with subsection (b) of this Code section.2426
(b)  If a director has a conflicting interest respecting a transaction, but neither he or she nor2427
a related person of the director specified in subparagraph (A) of paragraph (3) of Code2428
Section 14-3-860 is a party thereto, and if the director has a duty under law or professional2429
canon, or a duty of confidentiality to another person, respecting information relating to the2430
transaction such that the director cannot, consistent with that duty, make the disclosure2431
contemplated by subparagraph (B) of paragraph (4) of Code Section 14-3-860, then2432
disclosure is sufficient for purposes of subsection (a) of this Code section if the director:2433 23 LC 36 5426
S. B. 148
- 99 -
(1)  Discloses to the directors voting on the transaction the existence and nature of his or
2434
her conflicting interest and informs them of the character of and limitations imposed by2435
that duty prior to their vote on the transaction; and2436
(2)  Plays no part, directly or indirectly, in their deliberations or vote.2437
(c)  A majority (but not less than two) of all the qualified directors on the board of2438
directors, or on the committee, constitutes a quorum for purposes of action that complies2439
with this Code section.  Directors' action that otherwise complies with this Code section2440
is not affected by the presence or vote of a director who is not a qualified director.2441
(d)  For purposes of this Code section, 'qualified director' means, with respect to a director's2442
conflicting interest transaction, any director who does not have either (1) a conflicting2443
interest respecting the transaction or (2) a familial, financial, professional, or employment2444
relationship with a second director who does have a conflicting interest respecting the2445
transaction, which relationship would, in the circumstances, reasonably be expected to2446
exert an influence on the first director's judgment when voting on the transaction.2447
14-3-863.2448
(a)  Members' action respecting a transaction is effective for purposes of paragraph (2) of2449
subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all2450
qualified members were cast in favor of the transaction after (1) notice to members2451
describing the director's conflicting interest transaction, (2) provision of the information2452
referred to in subsection (d) of this Code section, and (3) required disclosure to the2453
members who voted on the transaction (to the extent the information was not known by2454
them).2455
(b)  For purposes of this Code section, 'qualified members' means any members entitled to2456
vote with respect to a director's conflicting interest transaction except the director who is
2457
a member and who has a conflicting interest respecting the transaction and members that,2458
to the knowledge, before the vote, of the secretary (or other officer or agent of the2459 23 LC 36 5426
S. B. 148
- 100 -
corporation authorized to tabulate votes) are members with a conflicting interest as2460
described in subparagraph (B) of paragraph (1) of Code Section 14-3-860, are beneficially2461
owned (or whose voting is controlled) by a director who has a conflicting interest2462
respecting the transaction or by a related person of the director, or both.2463
(c)  A majority of the votes entitled to be cast by all qualified members constitutes a2464
quorum for purposes of action that complies with this Code section.  Subject to the2465
provisions of subsection (d) of this Code section, members' action that otherwise complies2466
with this Code section is not affected by the presence of, or the voting by, members that2467
are not qualified members.2468
(d)  For purposes of compliance with subsection (a) of this Code section, a director who2469
has a conflicting interest respecting the transaction shall, before the members' vote, inform2470
the secretary (or other officer or agent of the corporation authorized to tabulate votes) of2471
the identity of all members that to the knowledge of the director are members with a2472
conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section2473
14-3-860, are beneficially owned (or whose voting is controlled) by the director who has2474
a conflicting interest respecting the transaction or by a related persons person of the2475
director, or both.2476
(e)  If a members' vote does not comply with subsection (a) of this Code section solely2477
because of a failure of a director to comply with subsection (d) of this Code section, and2478
if the director establishes that this failure did not determine and was not intended by him2479
or her to influence the outcome of the vote, the court may, with or without further2480
proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861, take such2481
action respecting the transaction and the director, and give such effect, if any, to the2482
members' vote, as it considers appropriate in the circumstances.2483 23 LC 36 5426
S. B. 148
- 101 -
14-3-864.
2484
In a case involving a charitable
 corporation described in paragraph (2) of subsection (a) of2485
Code Section 14-3-1302, a transaction that was not the subject of either directors' action2486
under Code Section 14-3-862 or members' action under Code Section 14-3-863 is effective2487
for purposes of paragraph (3) subsection (b) of Code Section 14-3-861 if the transaction2488
is approved by the superior court, in an action in which the Attorney General is joined as2489
a party.2490
14-3-865.2491
(a)  As used in this Code section, the term:2492
(1)  'Officer' means a person who is not a director and who is holding an office described2493
in the bylaws of the corporation or appointed by the board of directors in accordance with2494
the bylaws of the corporation.2495
(2)  'Officer's conflicting interest transaction' means any transaction, other than a2496
director's conflicting interest transaction as defined in paragraph (2) of Code Section2497
14-3-860, between a corporation (or a subsidiary of the corporation or any other entity2498
in which the corporation has a controlling interest) and one or more of its officers or2499
between a corporation and a related person of an officer.2500
(3)  'Related person' of an officer shall have the same meaning with respect to an officer2501
that this term has with respect to a director in paragraph (3) of Code Section 14-3-860.2502
(4)  'Required disclosure' with respect to an officer shall have the same meaning as this2503
term has with respect to a director in paragraph (4) of Code Section 14-3-860.2504
(5)  'Time of commitment' shall have the same meaning as in paragraph (5) of Code2505
Section 14-3-860.2506
(b)  No officer's conflicting interest transaction shall be void or voidable solely because the2507
officer is present at or participates in the meeting of the board of directors or committee2508
thereof which authorizes the contract or transaction.2509 23 LC 36 5426
S. B. 148
- 102 -
(c)  An officer's conflicting interest transaction may not be enjoined, set aside, or give rise
2510
to an award of damages or other sanctions, in an action under the laws of this state
 by a2511
member or by or in the right of the corporation or by any other person who otherwise has2512
standing, on the ground of an interest in the transaction of the officer or any person with2513
whom or which he or she has a personal, economic, or other association, if:2514
(1)  The transaction was approved by the board of directors after required disclosure;2515
(2)  The transaction was approved by the members after required disclosure;2516
(3)  The action was approved by the superior court in an action to which the Attorney2517
General was a party; or2518
(4)  The transaction, judged in the circumstances at the time of commitment, is2519
established to have been fair to the corporation.2520
Part 72521
14-3-870.2522
(a)  A corporation may disclaim, in its articles of incorporation or bylaws or by action of2523
its members or board of directors, any interest of the corporation in, or in being offered, or2524
in excluding directors or officers from taking advantage of or participating in, specific2525
business opportunities or classes or categories of business opportunities that are, have been,2526
or may be in the future presented to the corporation or to one or more of its directors or2527
officers.  For purposes of this part, the terms 'director' and 'directors' include a person or2528
persons other than directors to the extent discretion or powers of the board of directors are2529
vested in such person or persons pursuant to Code Section 14-3-801.2530
(b)  A director's or officer's taking advantage of, or participating in, directly or indirectly,2531
a specific business opportunity shall not be the subject of equitable relief, or give rise to2532
an award of damages or other sanctions against such director or officer, in a proceeding by2533
a member or by or in the right of the corporation or by any other person who otherwise has2534 23 LC 36 5426
S. B. 148
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standing, on the ground that such opportunity should have been first offered to the2535
corporation or that the corporation had an interest in, or in being offered, or in excluding2536
the director or officer from taking advantage of or participating in, such opportunity, to the2537
extent that the corporation has disclaimed any such interest with respect to such business2538
opportunity pursuant to subsection (a) of this Code section, either with respect to the2539
specific business opportunity or with respect to a class or category of business2540
opportunities that includes such opportunity.2541
(c)  Action by the members or board of directors of the corporation approving a disclaimer2542
pursuant to subsection (a) of this Code section that applies to a director with respect to a2543
specific past, present, or future business opportunity shall be effective for all purposes if2544
the director brings such opportunity to the attention of the corporation (if such opportunity2545
is not known to the corporation) and:2546
(1)  Such disclaimer is approved by qualified directors in compliance with the procedures2547
set forth in Code Section 14-3-862, as if the decision being made concerned a director's2548
conflicting interest transaction;2549
(2)  Such disclaimer is approved by members' action taken in compliance with the2550
procedures set forth in Code Section 14-3-863, as if the decision being made concerned2551
a director's conflicting interest transaction; or2552
(3)  Such disclaimer is approved by an action by the superior court respecting the2553
transaction taken in compliance with Code Section 14-3-864; except that, rather than2554
making the required disclosure as defined in Code Section 14-3-860, in each case the2555
director shall have made prior disclosure to those approving such disclaimer on behalf2556
of the corporation of all material facts concerning the business opportunity that are then2557
known to the director, subject to subsection (e) of this Code section, and that a 'qualified2558
director' is a director who, at the time action is to be taken under paragraph (1) of this2559
subsection, would be a qualified director under subsection (d) of Code Section 14-3-8622560
if the business opportunity were a director's conflicting interest transaction.2561 23 LC 36 5426
S. B. 148
- 104 -
(d)  Action by the board of directors or members of the corporation approving a disclaimer2562
pursuant to subsection (a) of this Code section that applies to an officer with respect to a2563
specific past, present, or future business opportunity shall be effective for all purposes if2564
the officer brings such opportunity to the attention of the corporation (if such opportunity2565
is not known to the corporation) and such disclaimer is approved by the board of directors2566
or members in compliance with the procedures set forth in Code Section 14-3-865, as if the2567
decision being made concerned an officer's conflicting interest transaction, except that,2568
rather than making the required disclosure as defined in Code Section 14-3-865, in each2569
case the officer shall have made prior disclosure to those approving such disclaimer on2570
behalf of the corporation of all material facts concerning the business opportunity that are2571
then known to the officer, subject to subsection (e) of this Code section.2572
(e)  Notwithstanding subsection (c) or (d) of this Code section, a director or officer is not2573
obligated to make prior disclosure to those approving a disclaimer on behalf of the2574
corporation pursuant to subsection (c) or (d) of this Code section of all material facts2575
concerning the business opportunity subject to such disclaimer that are then known to the2576
director or officer to the extent that the director or officer reasonably believes that doing2577
so would violate a duty imposed under law, a legally enforceable obligation of2578
confidentiality, or a professional ethics rule, provided that such director or officer discloses2579
to those acting on behalf of the corporation:2580
(1)  All information required to be disclosed that is not so violative; and2581
(2)  The nature of the director's or officer's duty not to disclose the confidential2582
information.2583
(f)  In any proceeding seeking equitable relief or other remedies based upon an alleged2584
improper taking advantage of or participation in a business opportunity by a director or2585
officer, directly or indirectly, the fact that the director or officer did not employ the2586
procedures described in this Code section before taking advantage of the opportunity shall2587
not:2588 23 LC 36 5426
S. B. 148
- 105 -
(1)  Create an inference that the opportunity should have been first presented to the2589
corporation; that the corporation had an interest in, or in being offered, or in excluding2590
the director or officer from taking advantage of or participating in, such opportunity; or2591
that the director or officer has or will have appropriated the opportunity in violation of2592
his or her duties by taking advantage of or participating in the opportunity; or2593
(2)  Alter the burden of proof otherwise applicable to establish that the director or officer2594
breached a duty to the corporation in the circumstances.2595
ARTICLE 92596
RESERVED2597
ARTICLE 102598
Part 12599
14-3-1001.2600
(a) A corporation may amend its articles of incorporation at any time to add or change a2601
provision that is required or permitted in the articles or to delete a provision not required2602
in the articles.  Whether a provision is required or permitted in the articles is determined2603
as of the effective date of the amendment.2604
(b)  Except as provided in the articles of incorporation, a member of a corporation does not2605
have a vested property right resulting from any provision in the articles, including2606
provisions relating to management, control, purpose, or duration of the corporation.2607
(c)  Subsection (b) of this Code section shall not apply to vested real property rights of2608
members of a corporation, including a property owners' association, established pursuant2609
to a recorded declaration of covenants or any other recorded agreement between the2610
corporation and all of its members.2611 23 LC 36 5426
S. B. 148
- 106 -
14-3-1002.
2612
If a corporation has no members or no members entitled to vote thereon, its incorporators2613
until directors have been chosen and thereafter its board of directors may adopt one or more2614
amendments to the corporation's articles subject to any approval required pursuant to Code2615
Sections 14-3-1030 and 14-3-1041.2616
14-3-1003.2617
If the articles or bylaws require a vote of the members:2618
(1)  Unless the articles provide otherwise, a corporation's board of directors may adopt2619
one or more of the following amendments to the corporation's articles without member2620
action:2621
(A)  To extend the duration of the corporation if it was incorporated at a time when2622
limited duration was required by law;2623
(B)  To delete the names and addresses of the initial directors;2624
(C)  To delete the name and address of the initial registered agent or registered office,2625
if an annual registration is on file with the Secretary of State;2626
(D)  To change the corporate name; or2627
(E)  To make any other change expressly permitted by this chapter to be made without2628
member action;2629
(2)  If there are members required to vote thereon, to adopt an amendment to a2630
corporation's articles:2631
(A)  The board of directors must recommend the amendment to the members unless the2632
board of directors elects, because of a conflict of interest or other special circumstances,2633
to make no recommendation and communicates the basis for its election to the members2634
with the amendment;2635
(B)  Unless this chapter, the articles, the bylaws, the members (acting pursuant to2636
paragraph (3) of this Code section), or the board of directors (acting pursuant to2637 23 LC 36 5426
S. B. 148
- 107 -
paragraph (4) of this Code section) require a greater vote or voting by class, the
2638
members entitled to vote on the amendment must approve the amendment by two-thirds2639
of the votes cast or a majority of the voting power, whichever is less; and2640
(C)  Any person or persons whose approval is required by a provision of the articles or2641
bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the2642
amendment in writing;2643
(3)  The members may condition the amendment's adoption on any basis;2644
(4)  The board may condition its submission of the proposed amendment on any basis;2645
(5)  The corporation shall give notice to its members of the proposed membership2646
meeting in writing in accordance with Code Section 14-3-705
 14-3-704.  The notice must2647
state that the purpose, or one of the purposes, of the meeting is to consider the proposed2648
amendment and contain or be accompanied by a copy or summary of the amendment; and2649
(6)  If the amendment is submitted to the members for approval by written consent or2650
written ballot, the material soliciting the approval shall contain or be accompanied by a2651
copy or summary of the amendment.2652
14-3-1004.2653
If the articles or bylaws provide for voting by classes of members, then unless the articles2654
or bylaws provide otherwise:2655
(1)  The members of a class are entitled to vote as a class on a proposed amendment to2656
the articles if the amendment would change the rights of that class as to voting in a2657
different manner than such amendment would affect another class or members of another2658
class;2659
(2)  If a class is to be divided into two or more classes as a result of an amendment to the2660
articles, the amendment must be approved by the members of each class that would be2661
created by the amendment; and2662 23 LC 36 5426
S. B. 148
- 108 -
(3)  If a class vote is required to approve an amendment to the articles, the amendment
2663
must be approved by the members of the class by two-thirds of the votes cast by the class2664
or a majority of the voting power of the class, whichever is less.2665
14-3-1005.2666
A corporation amending its articles shall deliver to the Secretary of State for filing articles2667
of amendment setting forth:2668
(1)  The name of the corporation;2669
(2)  The text of each amendment adopted;2670
(3)  The date of each amendment's adoption;2671
(4)  If approval of members was not required, a statement to that effect and a statement2672
that the amendment was approved by a sufficient vote of the board of directors or2673
incorporators;2674
(5)  If approval by members was required, a statement that the amendment was duly2675
approved by the members in accordance with the provisions of Code Section 14-3-1003;2676
and2677
(6)  If approval of the amendment by some person or persons other than the members, the2678
board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041,2679
a statement that the approval was obtained.2680
14-3-1005.1.2681
(a)  Together with the articles of amendment which change the name of the corporation,2682
the corporation shall deliver to the Secretary of State an undertaking, which may appear2683
in the articles of amendment or be set forth in a letter or other instrument executed by an2684
incorporator or any person authorized to act on behalf of the corporation, to publish a2685
notice of the filing of the articles of amendment as required by subsection (b) of this Code2686
section.2687 23 LC 36 5426
S. B. 148
- 109 -
(b)  No later than the next business day following the delivery of the articles of amendment
2688
and certificate as provided in subsection (a) of this Code section, the corporation shall mail2689
or deliver to the publisher of a newspaper which is the official organ of the county where2690
the registered office of the corporation is located or which is the newspaper of general2691
circulation published within such county whose most recently published annual statement2692
of ownership and circulation reflects a minimum of 60 percent paid circulation a request2693
to publish a notice in substantially the following form:2694
'NOTICE OF CHANGE OF CORPORATE NAME2695
Notice is given that articles of amendment which will change the name of2696
_______________________ (present corporate name) to _______________________2697
(proposed corporate name) have been delivered to the Secretary of State for filing in2698
accordance with the Georgia Nonprofit Corporation Code.  The registered office of the2699
corporation is located at _______________________ (address of registered office).'2700
The request for publication of the notice shall be accompanied by a check, draft, or money2701
order in the amount of $40.00 in payment for the cost of publication.  The notice shall be2702
published once a week for two consecutive weeks commencing within ten days after2703
receipt of the notice by the newspaper.  Failure on the part of the corporation to mail or2704
deliver the notice or payment therefor or failure on the part of the newspaper to publish the2705
notice in compliance with this subsection shall not invalidate the articles of amendment or2706
the change of the name of the corporation.2707
14-3-1006.2708
(a)  A corporation's board of directors may restate its articles of incorporation at any time2709
with or without approval by members or any other person.2710
(b)  The restatement may include one or more amendments to the articles.  If the2711
restatement includes an amendment requiring approval by the members or any other2712 23 LC 36 5426
S. B. 148
- 110 -
person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or
2713
14-3-1041.2714
(c)  If the board seeks to have the restatement approved by the members at a membership2715
meeting, the corporation shall notify each of its members of the proposed membership2716
meeting in writing in accordance with Code Section 14-3-705
 14-3-704.  The notice must2717
also state that the purpose, or one of the purposes, of the meeting is to consider the2718
proposed restatement and contain or be accompanied by a copy of the restatement that2719
identifies any amendments or other change it would make in the articles or contain or be2720
accompanied by a full and complete summary of any such amendment or other change.2721
(d)  If the board seeks to have the restatement approved by the members by written consent2722
or written ballot, the material soliciting the approval shall contain or be accompanied by2723
a copy of the restatement that identifies any amendments or other change it would make2724
in the articles or contain or be accompanied by a full and complete summary of any such2725
amendment or other change.2726
(e)  A corporation restating its articles of incorporation shall deliver to the Secretary of2727
State for filing articles of restatement setting forth the name of the corporation and the text2728
of the restated articles of incorporation, including or accompanied by a certificate setting2729
forth the following information:2730
(1)  Whether the restatement contains an amendment to the articles requiring approval by2731
the members or any other person other than the board of directors and, if it does not, that2732
the board of directors adopted the restatement; or2733
(2)  If the restatement contains an amendment to the articles requiring approval by the2734
members, the information required by Code Section 14-3-1005; and2735
(3)  If the restatement contains an amendment to the articles requiring approval by a2736
person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041,2737
a statement that such approval was obtained.2738 23 LC 36 5426
S. B. 148
- 111 -
(f)  Duly adopted restated articles of incorporation supersede the original articles of
2739
incorporation and all amendments to them.2740
(g)  The Secretary of State may certify restated articles of incorporation, as the articles of2741
incorporation currently in effect, without including any certificate filed pursuant to2742
subsection (e) of this Code section.2743
14-3-1007.2744
(a)  A corporation's articles may be amended without board approval or approval by the2745
members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry2746
out a plan of reorganization ordered or decreed by a court of competent jurisdiction under2747
federal statute if the articles after amendment contain only provisions required or permitted2748
by Code Section 14-3-202.2749
(b)  The individual or individuals designated by the court shall deliver to the Secretary of2750
State articles of amendment setting forth:2751
(1)  The name of the corporation;2752
(2)  The text of each amendment approved by the court;2753
(3)  The date of the court's order or decree approving the articles of amendment;2754
(4)  The title of the reorganization proceeding in which the order or decree was entered;2755
and2756
(5)  A statement that the court had jurisdiction of the proceeding under federal statute.2757
(c)  This Code section does not apply after entry of a final decree in the reorganization2758
proceeding even though the court retains jurisdiction of the proceeding for limited purposes2759
unrelated to consummation of the reorganization plan.2760
14-3-1008.2761
An amendment to the articles of incorporation does not affect a cause of action existing2762
against or in favor of the corporation, a proceeding to which the corporation is a party, any2763 23 LC 36 5426
S. B. 148
- 112 -
requirement or limitation imposed upon the corporation or any property held by it by virtue
2764
of any trust upon which such property is held by the corporation, or the existing rights of2765
persons other than members of the corporation.  An amendment changing a corporation's2766
name does not abate a proceeding brought by or against the corporation in its former name.2767
Part 22768
14-3-1020.2769
If a corporation has no members or no members entitled to vote thereon, its incorporators2770
until the organizational meeting of directors and thereafter its board of directors may adopt2771
one or more amendments to the corporation's bylaws subject to any approval required2772
pursuant to Code Sections 14-3-1030 and 14-3-1041.  The corporation shall require notice
2773
of any meeting of directors at which an amendment is to be approved.  Such notice shall2774
be provided in accordance with Code Section 14-3-822.2775
14-3-1021.2776
(a)  To adopt an amendment to a corporation's bylaws if there are members required to vote2777
thereon:2778
(1)  The board of directors must recommend the amendment to the members unless the2779
board of directors elects, because of a conflict of interest or other special circumstances,2780
to make no recommendation and communicates the basis for its election to the members2781
with the amendment;2782
(2)  Unless this chapter, the articles, the bylaws, the members (acting pursuant to2783
subsection (b) of this Code section), or the board of directors (acting pursuant to2784
subsection (c) of this Code section) require a greater vote or voting by class, the members2785
entitled to vote on the amendment must approve the amendment by two-thirds of the2786
votes cast or a majority of the voting power, whichever is less; and2787 23 LC 36 5426
S. B. 148
- 113 -
(3)  Any person or persons whose approval is required by a provision of the articles or
2788
bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the2789
amendment in writing.2790
(b)  The members may condition the amendment's adoption on any basis.2791
(c)  The board may condition its submission of the proposed amendment on any basis.2792
(d)  The corporation shall give notice to its members of the proposed membership meeting2793
in writing in accordance with Code Section 14-3-705
 14-3-704.  The notice must also state2794
that the purpose, or one of the purposes, of the meeting is to consider the proposed2795
amendment and contain or be accompanied by a copy or summary of the amendment.2796
(e)  If the amendment is submitted to the members for approval by written consent or2797
written ballot, the material soliciting the approval shall contain or be accompanied by a2798
copy or summary of the amendment.2799
14-3-1022.2800
If the articles or bylaws provide for voting by classes of members, then unless the articles2801
or bylaws provide otherwise:2802
(1)  The members of a class are entitled to vote as a class on a proposed amendment to2803
the bylaws if the amendment would change the rights of that class as to voting in a2804
different manner than such amendment would affect another class or members of another2805
class;2806
(2)  If a class is to be divided into two or more classes as a result of an amendment to the2807
bylaws, the amendment must be approved by the members of each class that would be2808
created by the amendment; and2809
(3)  If a class vote is required to approve an amendment to the bylaws, the amendment2810
must be approved by the members of the class by two-thirds of the votes cast by the class2811
or a majority of the voting power of the class, whichever is less.2812 23 LC 36 5426
S. B. 148
- 114 -
Part 3
2813
14-3-1030.2814
The articles or the bylaws may require an amendment to the articles or bylaws to be2815
approved in writing by a specified person or persons other than the board.  Such an article2816
or bylaw provision may only be amended with the approval in writing of such person or2817
persons.2818
Part 42819
14-3-1040.2820
A corporation organized under this chapter may amend its articles of incorporation to2821
provide that the corporation shall operate as a for profit business corporation.2822
14-3-1041.2823
(a)  A charitable
 corporation described in paragraph (2) of subsection (a) of Code Section2824
14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-10402825
only:2826
(1)  Upon the prior approval of the superior court in a proceeding in which the Attorney2827
General has been given notice; or2828
(2)  If on or before the effective date of the amendment:2829
(A)  Assets with a value equal to the greater of the fair market value of the net tangible2830
and intangible assets (including good will) of the corporation, or the fair market value2831
of the corporation if it were to be operated as a business concern, are transferred or2832
conveyed to one or more persons who would have received its assets under subsection2833
(b) of Code Section 14-3-1403 had it dissolved;2834 23 LC 36 5426
S. B. 148
- 115 -
(B)  It shall return, transfer, or convey any assets held by it upon condition requiring
2835
return, transfer, or conveyance, which condition occurs by reason of the amendment,2836
in accordance with such condition; and2837
(C)  The amendment is approved by a majority of the directors of the corporation who2838
are not and will not become shareholders in, or officers, employees, agents, or2839
consultants of,
 the corporation following the effective date of the amendment.2840
(b)  At least 30 days before the filing of any amendment described in Code Section2841
14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the2842
proposed amendment shall be delivered to the Attorney General.2843
(c)  Without the prior written consent of the superior court in a proceeding of which the2844
Attorney General has been given notice, no member, director, or officer of a corporation2845
described in subsection (a) of this Code section may receive or keep anything as a result2846
of an amendment described in Code Section 14-3-1040.  The court shall approve the2847
transaction if it is in the public interest.2848
14-3-1042.2849
From and after the effective date of any amendment described in Code Section 14-3-1040,2850
the corporation shall be subject to and governed by the provisions of Chapter 2 of this title,2851
the 'Georgia Business Corporation Code.'2852
ARTICLE 112853
14-3-1101.2854
(a)  Subject to the limitations set forth in Code Section 14-3-1102, one One or more2855
corporations may merge into another corporation if the plan of merger is approved as2856
provided in Code Section 14-3-1103 entity or entities, whether foreign or domestic, if the2857
plan of merger is approved for the corporation or corporations as provided in Code Section2858 23 LC 36 5426
S. B. 148
- 116 -
14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and2859
restrictions set forth in this article.  In addition:2860
(1)  If one or more of the corporations is a charitable corporation, each corporation must2861
comply with Code Section 14-3-1102;2862
(2)  If a foreign corporation or foreign business corporation is a party to a merger2863
authorized by this article, each corporation and each foreign corporation and foreign2864
business corporation must comply with Code Section 14-3-1106; and2865
(3)  If an entity other than a foreign corporation or foreign business corporation is a party2866
to a merger authorized by this article, each corporation and each other entity must comply2867
with Code Section 14-3-1108.2868
(b)  The plan of merger for any merger authorized by this article must set forth:2869
(1)  The name of each corporation planning to merge and the name of the surviving2870
corporation into which each plans to merge;2871
(2)  The terms and conditions of the planned merger; and2872
(3)  The manner and basis, if any, of converting the memberships of each corporation and2873
the obligations, memberships, or other securities of each other entity into obligations,2874
memberships, or other securities of the surviving or any other corporation or entity or into2875
cash or other property in whole or in part.2876
(c)  The plan of merger may set forth:2877
(1)  Amendments to the articles of incorporation of the surviving corporation; and2878
(2)  Other provisions relating to the merger.2879
(d)  Any of the terms of the plan of merger may be made dependent upon facts2880
ascertainable outside of the plan of merger, provided that the manner in which such facts2881
shall operate upon the terms of the merger is clearly and expressly set forth in the plan of2882
merger.  As used in this subsection, the term 'facts' includes, but is not limited to, the2883
occurrence of any event, including a determination or action by any person or body,2884
including the corporation.2885 23 LC 36 5426
S. B. 148
- 117 -
14-3-1102.
2886
(a)  Without the prior approval of the superior court in a proceeding of which the Attorney
2887
General has been given written notice, a A charitable corporation described in paragraph2888
(2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign2889
corporation or other entity, provided that without the prior approval of the superior court2890
so long as notice is provided to the Attorney General pursuant to subsection (b) of this2891
Code section and:2892
(1)  The corporation or entity which is the surviving corporation or entity is a charitable2893
corporation or entity described in paragraph (2) of subsection (a) in Code Section2894
14-3-1302 after the merger; or2895
(2)(A)  On or prior to the effective date of the merger, assets with a value equal to the2896
greater of the fair market value of the net tangible and intangible assets including good2897
will of the corporation or the fair market value of the corporation if it were to be2898
operated as a business concern are transferred or conveyed to one or more persons who2899
would have received its assets under subsection (b) of Code Section 14-3-1403 had it2900
dissolved;2901
(B)  It shall return, transfer, or convey any assets held by it upon condition requiring2902
return, transfer, or conveyance, which condition occurs by reason of the merger, in2903
accordance with such condition; and2904
(C)  The merger is approved by a majority of directors of the corporation who are not2905
and will not become members or shareholders in or officers, employees, agents, or2906
consultants of the surviving corporation or entity.2907
(b)  At least 30 days before consummation of any merger of a corporation pursuant to2908
paragraph (2) of subsection (a) of this Code section, notice, including a copy of the2909
proposed plan of merger, must be delivered to the Attorney General.2910
(c)  Without the prior approval of the superior court in a proceeding in which the Attorney2911
General has been given notice, no No member of a charitable corporation described in2912 23 LC 36 5426
S. B. 148
- 118 -
paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything2913
as a result of a merger other than membership in the surviving corporation or entity without2914
the prior approval of the superior court in a proceeding in which the Attorney General is2915
provided notice.  The court shall approve the transaction if it is in the public interest.2916
(d)  For purposes of this Code section, the definitions contained in Code Section 14-3-11082917
shall be applicable.2918
14-3-1103.2919
(a)  Unless this chapter, the articles, the bylaws, or the board of directors or members acting2920
pursuant to subsection (c) of this Code section require a greater vote or voting by class, a2921
plan of merger to be authorized must be approved:2922
(1)  By the board;2923
(2)  By the members, if any, by two-thirds of the votes cast or a majority of the voting2924
power, whichever is less; and2925
(3)  In writing by any person or persons whose approval is required by a provision of the2926
articles authorized by Code Section 14-3-1030 for an amendment to the articles or2927
bylaws.2928
(b)  If the corporation does not have members, the merger must be approved by a majority2929
of the directors in office at the time the merger is approved.  In addition, the corporation2930
shall provide notice of any directors' meeting at which such approval is to be obtained in2931
accordance with subsection (b) of Code Section 14-3-822.  The notice must also state that2932
the purpose, or one of the purposes, of the meeting is to consider the proposed merger.2933
(c)  The board may condition its submission of the proposed merger, and the members may2934
condition their approval of the merger, on receipt of a higher percentage of affirmative2935
votes or on any other basis.2936
(d)  If the board seeks to have the plan approved by the members at a membership meeting,2937
the corporation shall give notice to its members of the proposed membership meeting in2938 23 LC 36 5426
S. B. 148
- 119 -
accordance with Code Section 14-3-705 14-3-704.  The notice must also state that the2939
purpose, or one of the purposes, of the meeting is to consider the plan of merger and2940
contain or be accompanied by a copy or summary of the plan.  The copy or summary of the2941
plan for members of the surviving corporation shall include any provision that, if contained2942
in a proposed amendment to the articles of incorporation or bylaws, would entitle members2943
to vote on the provision.  The copy or summary of the plan for members of the2944
disappearing nonsurviving corporation shall include a copy or summary of the articles and2945
bylaws that will be in effect immediately after the merger takes effect.2946
(e)  If the board seeks to have the plan approved by the members by consent or ballot in2947
writing or electronic transmission, the material soliciting the approval shall contain or be2948
accompanied by a copy or summary of the plan.  The copy or summary of the plan for2949
members of the surviving corporation shall include any provision that, if contained in a2950
proposed amendment to the articles of incorporation or bylaws, would entitle members to2951
vote on the provision.  The copy or summary of the plan for members of the disappearing2952
nonsurviving corporation shall include a copy or summary of the articles and bylaws that2953
will be in effect immediately after the merger takes effect.2954
(f)  Voting by a class of members is required on a plan of merger if the plan contains a2955
provision that, if contained in a proposed amendment to articles of incorporation or bylaws,2956
would entitle the class of members to vote as a class on the proposed amendment under2957
Code Section 14-3-1004 or 14-3-1022.  The plan is approved by a class of members by2958
two-thirds of the votes cast by the class or a majority of the voting power of the class,2959
whichever is less.2960
(g)  After a merger is adopted, and at any time before articles of merger are filed, the2961
planned merger may be abandoned (subject to any contractual rights) without further action2962
by members or other persons who approved the plan in accordance with the procedure set2963
forth in the plan of merger or, if none is set forth, in the manner determined by the board2964
of directors.2965 23 LC 36 5426
S. B. 148
- 120 -
14-3-1104.
2966
(a)  After a plan of merger is approved by the board of directors, and, if required by Code2967
Section 14-3-1103, by the members and any other persons, and notices have been provided
2968
and approvals obtained in accordance with this article, the surviving corporation or entity2969
shall deliver to the Secretary of State for filing articles of merger setting forth:2970
(1)  The plan of merger;2971
(2)  If approval of members was not required, a statement to that effect and a statement2972
that the plan was approved by a sufficient vote of the board of directors;2973
(3)  If approval by members was required:2974
(A)  The designation, number of memberships outstanding, number of votes entitled to2975
be cast by each class entitled to vote separately on the plan, and number of votes of2976
each class indisputably voting on the plan; and2977
(B)  Either the total number of votes cast for and against the plan by each class entitled2978
to vote separately on the plan or the total number of undisputed votes cast for the plan2979
by each class and a statement that the number cast for the plan by each class was2980
sufficient for approval by that class;2981
(4)  If approval of the plan by some person or persons other than the members or the2982
board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103,2983
a statement that the approval was obtained; and2984
(5)  If approval of the shareholders of one or more corporations or entities party to the2985
merger was required, a statement that the merger was duly approved by the shareholders.2986
(b)  In lieu of filing articles of merger that set forth the plan of merger, the surviving2987
corporation or entity may deliver to the Secretary of State for filing a certificate of merger2988
which sets forth:2989
(1)  The name and state of incorporation of each corporation or entity which is merging2990
and the name of the surviving corporation or entity into which each other corporation or2991
entity is merging;2992 23 LC 36 5426
S. B. 148
- 121 -
(2)  Any amendments to the articles of incorporation or governing agreements of the
2993
surviving corporation or entity;2994
(3)  That the executed plan of merger is on file at the principal place of business of the2995
surviving corporation or entity, stating the address thereof;2996
(4)  That a copy of the plan of merger will be furnished by the surviving corporation or2997
entity, on request and without cost, to any member or shareholder of any corporation or2998
entity that is a party to the merger;2999
(5)  If approval of members was not required, a statement to that effect and a statement3000
that the plan was approved by a sufficient vote of the board of directors;3001
(6)  If approval by members was required:3002
(A)  The designation, number of memberships outstanding, number of votes entitled to3003
be cast by each class entitled to vote separately on the plan, and number of votes of3004
each class indisputably voting on the plan; and3005
(B)  Either the total number of votes cast for and against the plan by each class entitled3006
to vote separately on the plan or the total number of undisputed votes cast for the plan3007
by each class and a statement that the number cast for the plan by each class was3008
sufficient for approval by that class;3009
(7)  If approval of the plan by some person or persons other than the members or the3010
board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103,3011
a statement that the approval was obtained; and3012
(8)  If approval of the shareholders of one or more corporations or entities party to the3013
merger was required, a statement that the merger was duly approved by the shareholders.3014
(c)  Unless a delayed effective date is specified, a merger takes effect when the articles or3015
certificate of merger is filed.3016
(d)  For purposes of this Code section, the definitions contained in Code Section 14-3-1108
3017
shall be applicable.3018 23 LC 36 5426
S. B. 148
- 122 -
14-3-1104.1.
3019
(a)  Together with the articles or certificate of merger, the surviving corporation or entity3020
shall deliver to the Secretary of State an undertaking which may appear in the articles or3021
certificate of merger or be set forth in a letter or other instrument executed by an officer or3022
any person authorized to act on behalf of such corporation or entity that the request for3023
publication of a notice of filing the articles or certificate of merger and payment therefor3024
will be made as required by subsection (b) of this Code section.3025
(b)  No later than the next business day after filing the articles or certificate of merger, the3026
surviving corporation or entity shall mail or deliver to the publisher of a newspaper which3027
is the official organ of the county where the registered office of the surviving corporation3028
or entity is to be located, if the surviving corporation or entity will be required to maintain3029
a registered office in Georgia, or where the registered office of the merging corporation or3030
entity was located prior to the merger in any other case, or which is a newspaper of general3031
circulation published within such county whose most recently published annual statement3032
of ownership and circulation reflects a minimum of 60 percent paid circulation a request3033
to publish a notice in substantially the following form:3034
'NOTICE OF MERGER3035
Notice is given that articles or a certificate of merger which will effect a merger by and3036
between (or among) __________ (name and state of incorporation or organization of each3037
constituent corporation or entity) will be delivered to the Secretary of State for filing in3038
accordance with the Georgia Nonprofit Corporation Code.  The name of the surviving3039
corporation (or other entity) in the merger will be ________, a corporation (or other3040
entity) incorporated (organized pursuant to the laws of) in the State of ________.  The3041
registered office of such corporation (name of type of entity) (is) (will be) located at3042
__________ (address of registered office) and its registered (agent) (agents) at such3043
address (is) (are) __________ (name or names of agent or agents).'3044 23 LC 36 5426
S. B. 148
- 123 -
The request for publication of the notice shall be accompanied by a check, draft, or money
3045
order in the amount of $40.00 in payment of the cost of publication.  The notice shall be3046
published once a week for two consecutive weeks commencing within ten days after3047
receipt of the notice by the newspaper.  Failure on the part of the surviving corporation or3048
entity to mail or deliver the notice or payment therefor or failure on the part of the3049
newspaper to publish the notice in compliance with this subsection shall not invalidate the3050
merger.3051
(c)  For purposes of this Code section, the definitions contained in Code Section 14-3-1108
3052
shall be applicable.3053
14-3-1105.3054
(a) When a merger governed by this chapter takes effect:3055
(1)  Every other corporation or entity party to the merger merges into the surviving3056
corporation or entity and the separate existence of every corporation except the surviving3057
corporation or entity ceases;3058
(2)  The title to all real estate and other property owned by, and every contract right3059
possessed by, each corporation or entity party to the merger is vested in the surviving3060
corporation or entity without reversion or impairment, without further act or deed, and3061
without any conveyance, transfer, or assignment having occurred, subject to any and all3062
conditions to which the property was subject prior to the merger;3063
(3)  The surviving corporation or entity has all liabilities and obligations of each3064
corporation or entity party to the merger;3065
(4)  A proceeding pending against any corporation or entity party to the merger may be3066
continued as if the merger did not occur or the surviving corporation or entity may be3067
substituted in the proceeding for the corporation or entity whose existence ceased; and3068
(5)  The articles of incorporation and bylaws or governing agreements of the surviving3069
corporation or entity are amended to the extent provided in the plan of merger.3070 23 LC 36 5426
S. B. 148
- 124 -
(b)  For purposes of this Code section, the definitions contained in Code Section 14-3-11083071
shall be applicable.3072
14-3-1106.3073
(a)  Except as provided in Code Section 14-3-1102, one One or more foreign corporations3074
or foreign business corporations may merge with one or more corporations if:3075
(1)  The merger is permitted by the law of the state or country under whose law each3076
foreign corporation or foreign business corporation is incorporated and each foreign3077
corporation or foreign business corporation complies with that law in effecting the3078
merger;3079
(2)  The foreign corporation or foreign business corporation complies with Code Sections3080
14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and3081
(3)  Each corporation complies with the applicable provisions of Code Sections3082
14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with3083
Code Sections 14-3-1104 and 14-3-1104.1.3084
(b)  Upon the merger taking effect, the surviving foreign corporation or foreign business3085
corporation, if it does not have a registered agent in this state, shall be deemed to have3086
appointed the Secretary of State as its registered agent for service of process in a3087
proceeding to enforce any obligation of a domestic corporation party to the merger, until3088
such time as it appoints a registered agent in this state.3089
14-3-1107.3090
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of3091
donation, subscription, or conveyance, that is made to a constituent corporation or entity3092
and that takes effect or remains payable after the merger, inures to the surviving3093
corporation or entity unless the will or other instrument otherwise specifically provides.3094 23 LC 36 5426
S. B. 148
- 125 -
14-3-1108.
3095
(a)  As used in this Code section and in Code Section 14-3-1107, the term:
3096
(1)  'Entity' includes any business corporation or foreign business corporation, domestic3097
or foreign limited liability company, domestic or foreign joint-stock association, or3098
domestic or foreign limited partnership.3099
(2)  'Governing agreements' includes the articles of incorporation and bylaws of a3100
business corporation, foreign business corporation, corporation or foreign corporation,3101
articles of association or trust agreement or indenture and bylaws of a joint-stock3102
association, articles of organization and operating agreement of a limited liability3103
company, and the certificate of limited partnership and limited partnership agreement of3104
a limited partnership, and agreements serving comparable purposes under the laws of3105
other states or jurisdictions.3106
(3)  'Joint-stock association' includes any association of the kind commonly known as a3107
joint-stock association or joint-stock company and any unincorporated association, trust,3108
or enterprise having members or having outstanding shares of stock or other evidences3109
of financial and beneficial interest therein, whether formed by agreement or under3110
statutory authority or otherwise, but shall not include a corporation, partnership, limited3111
liability partnership, limited liability company, or nonprofit organization.  A joint-stock3112
association as defined in this paragraph may be one formed under the laws of this state,3113
including a trust created pursuant to Article 2 of Chapter 12 of Title 53, or one formed3114
under or pursuant to the laws of any other state or jurisdiction.3115
(4)  'Limited liability company' includes limited liability companies formed under the3116
laws of this state or of any other state or territory or the District of Columbia, unless the3117
laws of such other state or jurisdiction forbid the merger of a limited liability company3118
with a corporation.3119 23 LC 36 5426
S. B. 148
- 126 -
(5)  'Limited partnership' includes limited partnerships formed under the laws of this state3120
or of any other state or territory or the District of Columbia, unless the laws of such other3121
state or jurisdiction forbid the merger of a limited partnership with a corporation.3122
(6)  'Share' includes shares, memberships, financial or beneficial interests, units, or3123
proprietary or partnership interests in a business corporation or a foreign business3124
corporation, limited liability company, joint-stock association, or a limited partnership3125
but does not include debt obligations of any entity.3126
(7)  'Shareholder' includes every member of a limited liability company or a joint-stock3127
association that is a party to a merger or holder of a share or other evidence of financial3128
or beneficial interest therein.3129
(b)(a) Subject to the limitations set forth in Code Section Sections 14-3-1101 and3130
14-3-1102, one or more corporations may merge with one or more entities, except an entity3131
formed under the laws of a state or jurisdiction which forbids a merger with a corporation.3132
The corporation or corporations and one or more entities may merge into a single3133
corporation or other entity, which may be any one of the constituent corporations or3134
entities.3135
(c)(b) The board of directors of each merging corporation and the appropriate body of each3136
entity, in accordance with its governing agreements and the laws of the state or jurisdiction3137
under which it was formed, shall adopt a plan of merger in accordance with each3138
corporation's and entity's governing agreements and the laws of the state or jurisdiction3139
under which it was formed, as the case may be.3140
(d)  The plan of merger:3141
(1)  Must set forth:3142
(A)  The name of each corporation and entity planning to merge and the name of the3143
surviving corporation or entity into which each other corporation and entity plans to3144
merge;3145
(B)  The terms and conditions of the merger; and3146 23 LC 36 5426
S. B. 148
- 127 -
(C)  The manner and basis of converting the shares of each corporation and the shares,3147
memberships, or financial or beneficial interests or units in each of the entities into3148
shares, obligations, or other securities of the surviving or any other corporation or entity3149
or into cash or other property in whole or in part; and3150
(2)  May set forth:3151
(A)  Amendments to the articles of incorporation or governing agreements of the3152
surviving corporation or entity; and3153
(B)  Other provisions relating to the merger.3154
(e)  Any of the terms of the plan of merger may be made dependent upon facts3155
ascertainable outside of the plan of merger, provided that the manner in which such facts3156
shall operate upon the terms of the merger is clearly and expressly set forth in the plan of3157
merger.  As used in this subsection, the term 'facts' includes, but is not limited to, the3158
occurrence of any event, including a determination or action by any person or body,3159
including the corporation.3160
(f)(c) In the case of any entity, the plan of merger shall be approved in the manner required3161
by its governing agreements and in compliance with any applicable laws of the state or3162
jurisdiction under which it was formed.  In addition, each of the corporations shall comply3163
with all other provisions of this chapter which relate to the merger of corporation.  Each3164
other entity shall comply with all other provisions of its governing agreements and all3165
provisions of the laws, if any, of the state or jurisdiction in which it was formed which3166
relate to the merger.3167
(g)(d) Each merging corporation shall comply with the requirements of Code Section3168
14-3-1104 entity must comply with Code Sections 14-3-1104 and 14-3-1104.1 if such3169
merging entity is the surviving entity of the merger.3170 23 LC 36 5426
S. B. 148
- 128 -
ARTICLE 11A
3171
14-3-1120.3172
(a)  By complying with this Code section, a foreign corporation may become a corporation3173
if the law of the foreign jurisdiction authorizes domestication, redomestication,3174
reincorporation, conversion, or a similar statutory procedure to become a corporation.3175
(b)  To become a corporation, a foreign corporation shall elect to become a corporation.3176
Such election shall require such approval as may be sufficient under applicable law or the3177
governing documents of the electing foreign corporation to authorize such election.3178
(c)  The election provided for under subsection (b) of this Code section shall be made by3179
delivering to the Secretary of State for filing a certificate of conversion and accompanying3180
articles of incorporation that comply with Code Section 14-3-202.  Such certificate shall3181
set forth:3182
(1)  The name and jurisdiction of the converting foreign corporation; provided, however,3183
that the name of the converting foreign corporation shall meet the requirements of Code3184
Section 14-3-401, including, but not limited to, situations when the name of the3185
converting foreign corporation is unavailable for use in Georgia or the converting foreign3186
corporation desires to change its name in connection with the conversion;3187
(2)  A statement that the converting foreign corporation elects to become a corporation;3188
(3)  If later than the date and time the certificate of conversion is filed, the effective date,3189
or the effective date and time, of the conversion;3190
(4)  A statement that the election has been approved as required by subsection (b) of this3191
Code section; and3192
(5)  A statement that the articles of incorporation accompanying the certificate:3193
(A)  Are in the form required by Code Section 14-3-202;3194
(B)  Set forth the name of the corporation that satisfies the requirements of Code3195
Section 14-3-401; and3196 23 LC 36 5426
S. B. 148
- 129 -
(C)  Are the articles of incorporation of the corporation formed pursuant to such
3197
election unless and until modified in accordance with this chapter.3198
(d)  Upon the conversion provided for in this Code section becoming effective:3199
(1)  The converting foreign corporation shall become a corporation formed under this3200
chapter, provided that the existence of the corporation so formed shall be deemed to have3201
commenced on the date the converting foreign corporation commenced its existence in3202
the jurisdiction in which such foreign corporation was first created, formed, or3203
incorporated or otherwise came into being;3204
(2)  The articles of incorporation filed with the certificate of conversion shall be the3205
articles of incorporation of the corporation formed pursuant to such conversion unless and3206
until amended in accordance with this chapter;3207
(3)  The governing documents of the converting foreign corporation shall be of no further3208
force or effect;3209
(4)  The resulting corporation formed by such conversion shall retain all of the rights,3210
privileges, immunities, franchises, and powers of the converting foreign corporation; all3211
property, real, personal, and mixed; all contract rights; and all debts due to such3212
converting foreign corporation, as well as all other choses in action; and each and every3213
other interest of or belonging to or due to the converting foreign corporation shall be3214
taken and deemed to be vested in the resulting corporation without further act or deed.3215
The title to any real estate, or any interest therein, vested in the converting foreign3216
corporation shall not revert or be in any way impaired, and none of such items shall be3217
deemed to have been conveyed, transferred, or assigned for any purpose; and3218
(5)  The resulting corporation shall thereupon and thereafter be responsible and liable for3219
all the liabilities and obligations of the converting foreign corporation.  Any claim3220
existing or action or proceeding pending by or against such converting foreign3221
corporation may be prosecuted as if such conversion had not become effective, and3222 23 LC 36 5426
S. B. 148
- 130 -
neither the rights of creditors nor any liens upon the property of the converting foreign
3223
corporation shall be impaired.3224
(e)  A conversion pursuant to this Code section shall not be deemed to constitute a3225
dissolution of the converting foreign corporation and shall constitute a continuation of the3226
existence of the converting foreign corporation in the form of a corporation.  A corporation3227
formed by a conversion pursuant to this Code section shall for all purposes be deemed to3228
be the same entity as the converting foreign corporation.3229
(f)  A corporation formed pursuant to this Code section shall file a copy of its certificate3230
of conversion, certified by the Secretary of State, in the office of the clerk of the superior3231
court of the county where any real property owned by such corporation is located and3232
record such certified copy of the certificate of conversion in the books kept by such clerk3233
for recordation of deeds in such county with the converting foreign corporation indexed as3234
the grantor and the resulting corporation indexed as the grantee.  No real estate transfer tax3235
under Code Section 48-6-1 shall be due with respect to the recordation of such certificate3236
of conversion.3237
14-3-1121.3238
(a)  By complying with this Code section, a corporation may become a foreign corporation3239
if the law of the foreign jurisdiction authorizes domestication, redomestication,3240
reincorporation, conversion, or a similar statutory procedure to become a foreign3241
corporation.3242
(b)  To become a foreign corporation, a corporation shall convert to a foreign corporation,3243
and to effect such conversion, the corporation shall adopt and file with the Secretary of3244
State a certificate of conversion as required by subsection (n) of this Code section.3245
(c)  To be adopted by a corporation, the certificate of conversion provided for in subsection3246
(b) of this Code section must be approved:3247
(1)  By the board;3248 23 LC 36 5426
S. B. 148
- 131 -
(2)  By the members, if any, but only if and to the extent that members are entitled to vote
3249
on the conversion under the corporation's articles or bylaws, except as provided for under3250
subsection (h) of this Code section; and3251
(3)  In writing by any person or persons whose approval is required by a provision of the3252
articles authorized by Code Section 14-3-1030 for an amendment to the articles or3253
bylaws.3254
(d)  If the corporation does not have members or if the members are not entitled to vote on3255
the conversion, then, unless otherwise provided for in the corporation's articles or bylaws,3256
the certificate of conversion shall be approved by a majority of the directors in office at the3257
time the certificate of conversion is adopted.  The corporation shall provide notice as3258
provided for in subsection (b) of Code Section 14-3-822 of any directors' meeting at which3259
adoption of the certificate of conversion will be considered.  Such notice shall also state3260
that the purpose, or one of the purposes, of such meeting is for consideration of the3261
adoption of the certificate of conversion.3262
(e)  The board may condition its adoption of the certificate of conversion, and the members3263
may condition their approval of the adoption of the certificate of conversion, on the receipt3264
of a higher percentage of affirmative votes or on any other basis.3265
(f)  If the corporation is required or seeks to have adoption of the certificate of conversion3266
approved by the members at a membership meeting, the corporation shall give notice to its3267
members of the membership meeting in accordance with Code Section 14-3-705
 14-3-704.3268
Such notice shall state that the purpose, or one of the purposes, of the meeting is to3269
consider the adoption of the certificate of conversion pursuant to which the corporation will3270
convert into a foreign corporation and shall contain or be accompanied by a copy of the3271
certificate of conversion.  Such notice shall conspicuously identify any adverse change to3272
the rights of members that would result from the conversion, including, but not limited to,3273
any adverse change to the rights of members under the law of the foreign jurisdiction3274
applicable to the proposed foreign corporation.  Such notice shall also include a copy or3275 23 LC 36 5426
S. B. 148
- 132 -
summary of the articles of incorporation, the bylaws, and any other similar governing3276
documents of the proposed foreign corporation that will become effective upon the3277
conversion.3278
(g)  If the certificate of conversion may be approved by the members by written consent3279
or written ballot, including consent or ballot by electronic transmission, any material3280
soliciting such approval shall contain or be accompanied by a copy of the certificate of3281
conversion.  Such material shall conspicuously identify any adverse change to the rights3282
of members that would result from the conversion, including, but not limited to, any3283
adverse change to the rights of members under the law of the foreign jurisdiction applicable3284
to the proposed foreign corporation.  Such material shall also include a copy or summary3285
of the articles of incorporation, the bylaws, and any other similar governing documents of3286
the proposed foreign corporation that will become effective upon the conversion.3287
(h)  Voting by members or classes of members is required to approve the adoption of a3288
certificate of conversion if the conversion will implement any provision that, if contained3289
in a proposed amendment to the articles of incorporation or bylaws of the corporation,3290
would entitle the members or classes of members to vote on such proposed amendment3291
under Code Sections Section 14-3-1003, 14-3-1004, 14-3-1021, or 14-3-1022.  In such3292
circumstances, the corporation shall comply with subsection (f) or (g) of this Code section,3293
as applicable, with respect to the members or classes of members entitled to vote.3294
Furthermore, the certificate of conversion may be adopted if it is approved by the members3295
or classes of members entitled to vote in the same manner as would be required to approve3296
such proposed amendment or, if the articles or bylaws do not specify how the members or3297
classes of members vote to approve such proposed amendment, by two-thirds of the votes3298
cast or a majority of the voting power, whichever is less.3299
(i)  A charitable corporation described in paragraph (2) of subsection (a) of Code Section3300
14-3-1302 must give written notice to the Attorney General, including a copy of the3301
proposed certificate of conversion and a copy or summary of the articles of incorporation3302 23 LC 36 5426
S. B. 148
- 133 -
and bylaws, or similar governing documents, of the proposed foreign corporation that will
3303
become effective upon the conversion at least 30 days before the certificate of conversion3304
is filed in accordance with subsection (n) of this Code section.3305
(j)  Any of the terms of the certificate of conversion may be made dependent upon facts3306
ascertainable outside of the certificate of conversion, provided that the manner in which3307
such facts shall operate upon the terms of the conversion is clearly and expressly set forth3308
in the certificate of conversion.  As used in this subsection, the term 'facts' includes, but is3309
not limited to, the occurrence of any event, including a determination or action by any3310
person or body, including the corporation.3311
(k)  After a certificate of conversion has been adopted, unless the certificate of conversion3312
provides otherwise, and at any time before the conversion has become effective, the3313
conversion may be abandoned, subject to any contractual rights, in accordance with the3314
procedure set forth in the certificate of conversion or, if none is set forth, in the manner3315
determined by the board of directors.3316
(l)  The conversion shall be effected as provided in, and shall have the effects provided by,3317
the law of the state or jurisdiction under whose law the resulting foreign corporation is3318
formed and, to the extent not inconsistent with such law, by the terms of the certificate of3319
conversion.3320
(m)  If the resulting foreign corporation is required to obtain a certificate of authority to3321
transact business in this state by the provisions of this title governing foreign corporations,3322
such resulting foreign corporation shall do so pursuant to Code Section 14-3-1501.3323
(n)  After a certificate of conversion is adopted in accordance with this Code section, unless3324
the conversion subsequently is abandoned, the corporation shall deliver to the Secretary of3325
State for filing the certificate of conversion which shall set forth:3326
(1)  The name of the corporation;3327
(2)  The name and jurisdiction of the proposed foreign corporation to which the3328
corporation shall be converted;3329 23 LC 36 5426
S. B. 148
- 134 -
(3)  A statement that the certificate of conversion has been adopted as required by
3330
subsection (c) of this Code section;3331
(4)  A statement that the authority of the corporation's registered agent to accept service3332
on its behalf is revoked as of the effective date of such conversion and that the Secretary3333
of State is irrevocably appointed as the agent for service of process on the resulting3334
foreign corporation in any proceeding to enforce an obligation of the resulting foreign3335
corporation arising prior to the effective date of such conversion;3336
(5)  A mailing address to which a copy of any process served on the Secretary of State3337
under paragraph (4) of this subsection may be mailed as provided in subsection (o) of this3338
Code section; and3339
(6)  A statement that the Secretary of State shall be notified of any change in the resulting3340
foreign corporation's mailing address.3341
(o)  Upon the conversion becoming effective, the resulting foreign corporation is deemed3342
to appoint the Secretary of State as its agent for service of process in any proceeding to3343
enforce any of its obligations arising prior to the effective date of such conversion.  Any3344
party that serves process upon the Secretary of State in accordance with this subsection3345
shall also mail a copy of the process to the chief executive officer, chief financial officer,3346
or secretary of the resulting foreign corporation, or a person holding a comparable position,
3347
at the mailing address provided pursuant to paragraph (5) of subsection (n) of this Code3348
section.3349
(p)  A converting corporation provided for in this Code section shall file a copy of its3350
certificate of conversion, certified by the Secretary of State, in the office of the clerk of the3351
superior court of the county where any real property owned by such converting corporation3352
is located and record such certified copy of the certificate of conversion in the books kept3353
by such clerk for recordation of deeds in such county with the converting corporation3354
indexed as the grantor and the resulting foreign corporation indexed as the grantee.  No real3355 23 LC 36 5426
S. B. 148
- 135 -
estate transfer tax otherwise required by Code Section 48-6-1 shall be due with respect to
3356
the recordation of such certificate of conversion.3357
(q)  Upon the conversion provided for in this Code section becoming effective:3358
(1)  The resulting foreign corporation shall retain all of the rights, privileges, immunities,3359
franchises, and powers of the converting corporation;3360
(2)  All property, real, personal, and mixed,
; all contract rights,; and all debts due to such3361
converting corporation, as well as all other choses in action, and each and every other3362
interest of or belonging to or due to the converting corporation shall be taken and deemed3363
to be vested in the resulting foreign corporation without further act or deed;3364
(3)  Title to any real estate, or any interest therein, vested in the converting corporation3365
shall not revert or be in any way impaired by reason of the conversion;3366
(4)  None of the items described in paragraphs (1) through (3) of this subsection shall be3367
deemed to have been conveyed, transferred, or assigned by reason of the conversion for3368
any purpose; and3369
(5)  The resulting foreign corporation shall thereupon and thereafter be responsible and3370
liable for all the liabilities and obligations of the converting corporation.  Any claim3371
existing or action or proceeding pending by or against such converting corporation may3372
be prosecuted as if such conversion had not become effective, and neither the rights of3373
creditors nor any liens upon the property of the converting corporation shall be impaired3374
by such conversion.3375
ARTICLE 123376
14-3-1201.3377
Unless otherwise provided by this chapter, the articles, or the bylaws, a corporation may,3378
on the terms and conditions, and for the consideration determined by the board of directors,3379
and without the approval of the members or any other person:3380 23 LC 36 5426
S. B. 148
- 136 -
(1)  Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its3381
property in the usual and regular course of its activities; or3382
(2)  Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or3383
without recourse), or otherwise encumber any or all of its property whether or not in the3384
usual and regular course of its activities; or3385
(3)  Transfer any or all of such corporation's assets to one or more other corporations or3386
other entities, of which all of the memberships or interests are owned or controlled by3387
such corporation.3388
14-3-1202.3389
(a)  A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially3390
all, of its property (with or without the good will) other than in the usual and regular course3391
of its activities on the terms and conditions and for the consideration determined by the3392
corporation's board if the proposed transaction is authorized by subsection (b) of this Code3393
section.3394
(b)  Unless this chapter, the articles, the bylaws, or the board of directors or members3395
(acting pursuant to subsection (d) of this Code section) require a greater vote or voting by3396
class, the proposed transaction to be authorized must be approved:3397
(1)  By the board;3398
(2)  By the members by two-thirds of the votes cast or a majority of the voting power,3399
whichever is less; and3400
(3)  In writing by any person or persons whose approval is required by a provision of the3401
articles authorized by Code Section 14-3-1030 for an amendment to the articles or3402
bylaws.3403
(c)  If the corporation does not have members, the transaction must be approved by a vote3404
of a majority of the directors in office at the time the transaction is approved.  In addition,3405
the corporation shall provide notice of any directors' meeting at which such approval is to3406 23 LC 36 5426
S. B. 148
- 137 -
be obtained in accordance with subsection (b) of Code Section 14-3-822.  The notice must
3407
also state that the purpose, or one of the purposes, of the meeting is to consider the sale,3408
lease, exchange, or other disposition of all, or substantially all, of the property or assets of3409
the corporation and contain or be accompanied by a copy or summary of a description of3410
the transaction.3411
(d)  The board may condition its submission of the proposed transaction, and the members3412
may condition their approval of the transaction, on receipt of a higher percentage of3413
affirmative votes or on any other basis.3414
(e)  If the corporation seeks to have the transaction approved by the members at a3415
membership meeting, the corporation shall give notice to its members of the proposed3416
membership meeting in accordance with Code Section 14-3-705
 14-3-704.  The notice3417
must also state that the purpose, or one of the purposes, of the meeting is to consider the3418
sale, lease, exchange, or other disposition of all, or substantially all, of the property or3419
assets of the corporation and contain or be accompanied by a copy or summary of a3420
description of the transaction.3421
(f)  If the board needs to have the transaction approved by the members by written consent3422
or written ballot, the material soliciting the approval shall contain or be accompanied by3423
a copy or summary of a description of the transaction.3424
(g)  A charitable corporation described in paragraph (2) of subsection (a) of Code Section3425
14-3-1302 must give written notice to the Attorney General 30 days before it sells, leases,3426
exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction3427
is not in the usual and regular course of its activities, unless said transaction is with another3428
charitable corporation described in paragraph (2) of subsection (a) of Code Section3429
14-3-1302.3430
(h)  After a sale, lease, exchange, or other disposition of property is authorized, the3431
transaction may be abandoned, subject to any contractual rights, without further action by3432
the members or any other person who approved the transaction in accordance with the3433 23 LC 36 5426
S. B. 148
- 138 -
procedure set forth in the resolution proposing the transaction or, if none is set forth, in the
3434
manner determined by the board of directors.3435
ARTICLE 133436
14-3-1301.3437
Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation3438
shall not pay dividends to or
 make any distributions of any part of its assets, income, or3439
profits to its members, directors, or officers.3440
14-3-1302.3441
(a)  A corporation may make distributions to the following Payments to any of the3442
following are not unlawful distributions:3443
(1)  Organizations whether or not incorporated that are organized and operated for the3444
same or similar purposes as the distributing corporation;3445
(2)  Organizations whether or not incorporated that are organized and operated3446
exclusively for religious, charitable, scientific, testing for public safety, literary, or3447
educational purposes, or to foster national or international amateur sports competition,3448
or for the prevention of cruelty to children or animals, no part of the net earnings of3449
which inures to the benefit of any private shareholder, member, or individual; or3450
(3)  A state or possession of the United States, or any political subdivision of any of the3451
foregoing, or the United States or the District of Columbia.3452
(b)  Except for charitable corporations described in paragraph (2) of subsection (a) of this3453
Code section, a corporation may repurchase a membership for the consideration that the3454
member paid for his or her membership or return a portion of a membership fee to a3455
withdrawing member if, after the purchase or return is completed:3456 23 LC 36 5426
S. B. 148
- 139 -
(1)  The corporation would be able to pay its debts as they become due in the normal
3457
course of business; and3458
(2)  The corporation's total assets would at least equal the sum of its liabilities.3459
(c)  Payments of indemnification or reasonable compensation, fees, or expenses incurred
3460
in the performance of duties on behalf of the corporation are not unlawful distributions.3461
ARTICLE 143462
Part 13463
14-3-1401.3464
A majority of the incorporators or initial directors of a corporation that has not admitted3465
members entitled to vote on dissolution, has not commenced activities other than routine3466
formation related activities, and has no net assets may dissolve the corporation by3467
delivering to the Secretary of State for filing articles of dissolution that set forth:3468
(1)  The name of the corporation;3469
(2)  The date of its incorporation;3470
(3)  That:3471
(A)  The corporation has not admitted members entitled to vote on dissolution;3472
(B)  The corporation has not commenced activities; and3473
(C)  The corporation has no net assets;3474
(4)  That no debt of the corporation remains unpaid; and3475
(5)  That a majority of the incorporators or initial directors authorized the dissolution.3476
14-3-1402.3477
(a)  A corporation's board of directors may propose dissolution for submission to the3478
members, if there are members entitled to vote thereon as follows:3479
(1)  For a proposal to dissolve to be adopted:3480 23 LC 36 5426
S. B. 148
- 140 -
(A)  The board of directors must recommend dissolution to the members unless the
3481
board of directors elects, because of a conflict of interest or other special circumstances,3482
to make no recommendation and communicates the basis for its determination to the3483
members; and3484
(B)  The members entitled to vote must approve the proposal to dissolve as provided3485
in paragraph (4) of this subsection;3486
(2)  The board of directors may condition its submission of the proposal for dissolution3487
on any basis;3488
(3)  The corporation shall notify each member entitled to vote of the proposed members'3489
meeting in accordance with Code Section 14-3-705
 14-3-704.  The notice must also state3490
that the purpose, or one of the purposes, of the meeting is to consider dissolving the3491
corporation;3492
(4)  Unless the articles of incorporation, the bylaws, or the board of directors acting3493
pursuant to paragraph (2) of this subsection requires a greater vote or vote by classes, the3494
proposal to dissolve to be adopted must be approved by a majority of all the votes entitled3495
to be cast on that proposal; and3496
(5)  If the board seeks to have dissolution approved by the members by written consent3497
or written ballot, the material soliciting the approval shall contain or be accompanied by3498
a copy or summary of the plan of dissolution.3499
(b)  Unless the articles of incorporation or bylaws requires require a greater vote, if the3500
corporation does not have members entitled to vote on dissolution, dissolution must be3501
approved by a vote of a majority of the directors in office at the time the transaction is3502
approved.  In addition, the corporation shall provide notice of any directors' meeting at3503
which such approval is to be obtained in accordance with Code Section 14-3-822.  The3504
notice must also state that the purpose, or one of the purposes, of the meeting is to consider3505
dissolution of the corporation and contain or be accompanied by a copy or summary of the3506
plan of dissolution.3507 23 LC 36 5426
S. B. 148
- 141 -
(c)  The plan of dissolution shall conform to the requirements of Code Section 14-3-1403
3508
and shall indicate to whom the assets owned or held by the corporation will be distributed3509
after all creditors have been paid.3510
14-3-1403.3511
(a)  A plan of dissolution providing for the distribution of assets shall be adopted by a3512
corporation in the process of dissolution.  Subject to subsections (b) and (c) of this Code
3513
section, such plan of dissolution may provide for the transfer (whether in-kind or3514
otherwise) of any of the assets, business, and affairs of the corporation to one or more3515
persons who may continue the business and affairs of the dissolving corporation.3516
(b)  The plan of dissolution shall provide for distribution of assets as follows:3517
(1)  All liabilities and obligations of the corporation shall be paid and discharged, or3518
adequate provisions shall be made therefor;3519
(2)  Assets held by the corporation upon condition requiring return, transfer, or3520
conveyance, which condition occurs by reason of the dissolution, shall be returned,3521
transferred, or conveyed in accordance with such requirements;3522
(3)  Assets received and held by the corporation subject to limitations permitting their use3523
only for specific charitable, religious, eleemosynary, benevolent, educational, or similar3524
purposes, but not held upon a condition requiring return, transfer, or conveyance by3525
reason of the dissolution, shall be transferred or conveyed, to the extent reasonably3526
feasible, to one or more domestic corporations or foreign corporations, trusts, societies,3527
or organizations engaged in activities substantially that are organized and operated for the3528
same or similar to purposes as those of the dissolving corporation, and if not reasonably3529
feasible, to any organization or recipient described in subsection (a) of Code Section3530
14-3-1302;3531
(4)  Assets held by a charitable corporation shall be distributed to any organization or3532
recipient described in subsection (a) of Code Section 14-3-1302;3533 23 LC 36 5426
S. B. 148
- 142 -
(4)(5) Other assets, if any, shall be distributed in accordance with the articles of3534
incorporation and bylaws to the extent that the articles of incorporation or bylaws3535
determine the distributive rights of members, or any class or classes of members, or3536
provide for distribution to others; and3537
(5)(6) Any remaining assets may be distributed to such persons, trusts, societies,3538
organizations, or domestic corporations or foreign corporations as may be provided in the3539
plan of dissolution.3540
(c)  A charitable corporation described in paragraph (2) of subsection (a) of Code Section3541
14-3-1302 shall comply with the following additional requirements:3542
(1)  It shall give the Attorney General written notice of its intent to dissolve at or before3543
the time it delivers articles of dissolution its notice of intent to dissolve to the Secretary3544
of State, and such notice to the Attorney General shall include:3545
(A)  The plan of dissolution;3546
(B)  The net value of the corporation's assets at the time the notice of intent to dissolve3547
is filed with the Secretary of State; and3548
(C)  To the extent not already included in the plan of dissolution, a list of those persons3549
(other than creditors) to whom the corporation intends to transfer or convey its assets,3550
including the last known mailing address of the intended recipient or recipients;3551
(2)  Unless otherwise notified by the Attorney General, it It shall not transfer or convey3552
any assets as part of the dissolution process until 30 days after it has given the written3553
notice to the Attorney General required by paragraph (1) of this subsection; and3554
(3)  When all or substantially all of the assets of the corporation have been transferred or3555
conveyed, it shall deliver to the Attorney General a list showing those persons (other than3556
creditors) to whom the assets were transferred or conveyed.  The list shall indicate the3557
address of each person (other than creditors) who received assets and indicate what assets3558
each received.3559 23 LC 36 5426
S. B. 148
- 143 -
14-3-1404.
3560
Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the3561
corporation shall begin dissolution by delivering to the Secretary of State for filing a notice3562
of intent to dissolve setting forth:3563
(1)  The name of the corporation;3564
(2)  The date dissolution was authorized; and3565
(3)  If member approval was required for dissolution, a statement that dissolution was3566
duly approved by the members in accordance with subsection (a) of Code Section3567
14-3-1402.3568
14-3-1404.1.3569
(a)  Together with the notice of intent to dissolve provided for in Code Section 14-3-1404,3570
the corporation shall deliver to the Secretary of State a certificate executed by an officer3571
or director of such corporation, or any person undertaking such request on behalf of the3572
corporation, verifying that the request for publication of a notice of intent to voluntarily3573
dissolve the corporation and payment therefor have been made as required by subsection3574
(b) of this Code section.3575
(b)  No later than the next business day after
 Prior to filing the notice of intent to dissolve3576
provided for in Code Section 14-3-1404, the corporation shall mail or deliver to the3577
publisher of a newspaper which is the official organ of the county where the registered3578
office of the corporation is located or which is a newspaper of general circulation published3579
within such county whose most recently published annual statement of ownership and3580
circulation reflects a minimum of 60 percent paid circulation a request to publish a notice3581
in substantially the following form:3582
'NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION3583
Notice is given that a notice of intent to dissolve _______________________ (name of3584
corporation), a Georgia nonprofit corporation with its registered office at3585 23 LC 36 5426
S. B. 148
- 144 -
_______________________ (address of registered office), will be delivered to the
3586
Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.'3587
The notice may also include the information specified in Code Section 14-3-1408.  The3588
request for publication of the notice shall be accompanied by a check, draft, or money order3589
in the amount of $40.00 in payment of the cost of publication.  The notice shall be3590
published once a week for two consecutive weeks commencing within ten days after3591
receipt of the notice by the newspaper.  Failure on the part of the corporation to mail or3592
deliver the notice or payment therefor or failure on the part of the newspaper to publish the3593
notice in compliance with this subsection shall not invalidate the dissolution of the3594
corporation.3595
14-3-1405.3596
(a)  A corporation may revoke its dissolution proceedings at any time prior to the filing of3597
articles of dissolution.3598
(b)  Revocation of dissolution proceedings must be authorized in the same manner as the3599
dissolution was authorized unless that authorization permitted revocation by action by the3600
board of directors alone, in which event the board of directors may revoke the dissolution3601
without member action.3602
(c)  After the revocation of dissolution proceedings is authorized, the corporation may3603
revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice3604
of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve,3605
that sets forth:3606
(1)  The name of the corporation;3607
(2)  The date that the revocation of dissolution proceedings was authorized;3608
(3)  If the corporation's board of directors or incorporators revoked the dissolution3609
proceedings, a statement to that effect;3610 23 LC 36 5426
S. B. 148
- 145 -
(4)  If the corporation's board of directors revoked the dissolution proceedings authorized
3611
by the members, a statement that revocation was permitted by action by the board of3612
directors alone pursuant to that authorization; and3613
(5)  If member action was required to revoke the dissolution proceedings, the information3614
required by paragraph (3) of Code Section 14-3-1404.3615
(d)  Revocation of dissolution proceedings is effective when a notice of revocation of intent3616
to dissolve is filed.3617
(e)  When the revocation of dissolution proceedings is effective, it relates back to and takes3618
effect as of the effective date of the filing of the notice of intent to dissolve and the3619
corporation resumes carrying on its business as if dissolution proceedings had never3620
occurred.3621
14-3-1406.3622
A corporation that has filed a notice of intent to dissolve continues its corporate existence3623
but may not carry on any business except that appropriate to wind up and liquidate its3624
business and affairs, including:3625
(1)  Collecting its assets;3626
(2)  Disposing of its properties that will not be distributed in kind in accordance with the3627
plan of dissolution;3628
(3)  Discharging or making provision for discharging its liabilities;3629
(4)  Distributing its remaining property among its members
 in accordance with the plan3630
of dissolution; and3631
(5)  Doing every other act necessary to wind up and liquidate its business and affairs.3632
14-3-1407.3633
(a)  A corporation that has filed a notice of intent to dissolve may dispose of the known3634
claims against it by following the procedure described in this Code section.3635 23 LC 36 5426
S. B. 148
- 146 -
(b)  The corporation in dissolution shall notify its known claimants in writing of the
3636
dissolution proceedings at any time after the filing of the notice of intent to dissolve.  The3637
written notice must:3638
(1)  Describe information that must be included in a claim;3639
(2)  Provide a mailing address where a claim may be sent;3640
(3)  State the deadline, which may not be less than six months from the effective date of3641
the written notice, by which the dissolved corporation must receive the claim;3642
(4)  State that the claim will be barred if not received by the deadline; and3643
(5)  State that the corporation will give notice of acceptance or rejection of all claims that3644
are received in timely fashion within six months of the deadline for receipt of claims.3645
(c)  A claim against a corporation in dissolution is barred:3646
(1)  If a claimant who was given written notice under subsection (b) of this Code section3647
does not deliver the claim to the dissolved corporation by the deadline; or3648
(2)  If a claimant whose claim was rejected by the dissolved corporation does not3649
commence a proceeding to enforce the claim within one year from the effective date of3650
the rejection notice.3651
(d)  For purposes of this Code section, the term 'claim' does not include a contingent3652
liability or a claim based on an event occurring after the filing of the notice of intent to3653
dissolve.3654
14-3-1408.3655
(a)  A corporation that has filed a notice of intent to dissolve may include in the notice of3656
its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with3657
claims against the corporation present them in accordance with subsection (b) of this Code3658
section.3659
(b)  The request must:3660 23 LC 36 5426
S. B. 148
- 147 -
(1)  Describe the information that must be included in a claim and provide a mailing
3661
address where the claim may be sent; and3662
(2)  State that, except for claims that are contingent at the time of the filing of the notice3663
of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim3664
against the corporation not otherwise barred will be barred unless a proceeding to enforce3665
the claim is commenced within two years after publication of the notice.3666
(c)  If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice3667
containing the information specified in subsection (b) of this Code section, all claims not3668
otherwise barred will be barred unless the claimant commences a proceeding to enforce the3669
claim against the dissolved corporation within two years after the publication date of the3670
newspaper notice except:3671
(1)  Claims that are contingent at the time of the filing of the notice of intent to dissolve;3672
and3673
(2)  Claims that arise after the filing of the notice of intent to dissolve.3674
(d)  If a corporation in dissolution publishes a newspaper notice containing the information3675
specified in subsection (b) of this Code section, a claim against the corporation not3676
otherwise barred of a claimant whose claim is contingent or based on an event occurring3677
after the filing of the notice of intent to dissolve is barred against the corporation, its3678
members, officers, directors, and distributees unless the claimant commences a proceeding3679
to enforce the claim against the dissolved corporation within two years after the date of3680
filing of articles of dissolution or five years after the date of publication in accordance with3681
subsection (b) of this Code section, whichever is later.3682
(e)  Subject to the provisions of this Code section, a claim against a corporation in3683
dissolution or against a dissolved corporation may be enforced under this Code section:3684
(1)  Against the corporation, to the extent of its undistributed assets; or3685
(2)  If the assets have been distributed in liquidation, against a distributee of the3686
corporation to the extent of such distributee's pro rata share of the claim or the corporate3687 23 LC 36 5426
S. B. 148
- 148 -
assets distributed to him or her in liquidation, whichever is less, but a distributee's total
3688
liability for all claims under this Code section may not exceed the total amount of assets3689
distributed to him or her.3690
14-3-1409.3691
(a)  If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked,3692
and for charitable corporations after providing the Attorney General 30 days' notice in
3693
accordance with subsection (c) of Code Section 14-3-1403, when all known debts,3694
liabilities, and obligations of the corporation have been paid and discharged, or adequate3695
provision made therefor, the corporation may dissolve by delivering to the Secretary of3696
State for filing articles of dissolution setting forth:3697
(1)  The name of the corporation;3698
(2)  The date on which a notice of intent to dissolve was filed and a statement that it has3699
not been revoked;3700
(3)  A statement that all known debts, liabilities, and obligations of the corporation have3701
been paid and discharged, or that adequate provision has been made therefor;3702
(4)  A statement that all remaining property and assets of the corporation have been3703
distributed in accordance with the plan of dissolution, or that such property and assets3704
have been deposited with the Office of the State Treasurer as provided in Code Section3705
14-3-1440;3706
(5)  A statement that there are no actions pending against the corporation in any court, or3707
that adequate provision has been made for the satisfaction of any judgment, order, or3708
decree which may be entered against it in any pending action; and3709
(6)  A statement that, if required, it notified the Attorney General of its intent to dissolve3710
and has given the Attorney General time to respond in accordance with subsection (c) of3711
Code Section 14-3-1403.3712 23 LC 36 5426
S. B. 148
- 149 -
(b)  Upon filing of articles of dissolution the corporation shall cease to exist, except for the
3713
purpose of actions or other proceedings, which may be brought against the corporation by3714
service upon any of its last executive officers named in its last annual registration, and3715
except for such actions as the members, directors, and officers take to protect any remedy,3716
right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim3717
against the corporation, all of which may proceed in the corporate name.3718
(c)  Deeds or other transfer instruments requiring execution after the dissolution of a3719
corporation may be signed by any two of the last officers or directors of the corporation3720
and shall operate to convey the interest of the corporation in the real estate or other3721
property described.3722
14-3-1409.1.
 14-3-1410.3723
The dissolution of a corporation in any manner, except by a decree of the superior court3724
when the court has supervised the liquidation of the assets and business of the corporation3725
as provided in Code Sections 14-3-1430 and 14-3-1433, shall not take away or impair any3726
remedy available to such corporation, or its directors, officers, or members for any right3727
or claim existing prior to such dissolution if an action or other proceeding thereon is3728
pending on the date of such dissolution or is commenced within two years after the date of3729
such dissolution.  Any such action or proceeding by the corporation may be prosecuted by3730
the corporation in its corporate name.  The members, directors, and officers shall have the3731
power to take such corporate or other action as shall be appropriate to protect such remedy,3732
right, or claim.3733
14-3-1410. 14-3-1411.3734
(a)  A corporation that has been dissolved by the expiration of its period of duration but3735
which has continued in business notwithstanding the expiration may revive its corporate3736
existence by amending its articles of incorporation at any time during a period of ten years3737 23 LC 36 5426
S. B. 148
- 150 -
immediately following the expiration date fixed by the articles of incorporation, so as to
3738
extend its period of duration.3739
(b)  If a corporation whose period of duration has expired has failed to revive its corporate3740
existence within ten years of the expiration date fixed by its articles of incorporation as3741
provided in subsection (a) of this Code section, the corporation may thereafter revive its3742
corporate existence by amending its articles of incorporation so as to extend its period of3743
duration at any time during the period beginning ten years and ending 20 years3744
immediately following the expiration date fixed by its articles of incorporation and filing3745
with the Secretary of State an affidavit attested by one or more of its officers or directors,3746
stating as follows:3747
(1)  That the corporation has continued in business, notwithstanding the expiration of its3748
period of duration, at all times since the expiration date fixed by its articles of3749
incorporation; and3750
(2)  That the revival will not injure the corporation's members, the corporation's
 creditors,3751
or the public.3752
(c)  As of the effective date of the amendment of articles of incorporation pursuant to3753
subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have3754
continued without interruption from the former expiration date.  If, during the period3755
between expiration and revival, the name of the corporation has been assumed, reserved,3756
or registered by any other person or corporation, the revived corporation shall not engage3757
in business until it has amended its articles of incorporation to change its name.3758
Part 23759
14-3-1420.3760
The Secretary of State may commence a proceeding under Code Section 14-3-1421 to3761
dissolve a corporation administratively if:3762 23 LC 36 5426
S. B. 148
- 151 -
(1)  The state revenue commissioner has certified to the Secretary of State that the
3763
corporation has failed to file a license or occupation tax return and that a period of one3764
year has expired since the last day permitted for timely filing without the filing and3765
payment of all required license and occupation taxes and penalties by the corporation;3766
provided, however, that dissolution proceedings shall be stayed so long as the corporation3767
is contesting, in good faith, in any appropriate proceeding, the alleged grounds for3768
dissolution;3769
(2)  The corporation does not deliver its annual registration to the Secretary of State,3770
together with all required fees and penalties, within 60 days after it is due;3771
(3)  The corporation is without a registered agent or registered office in this state for 603772
days or more;3773
(4)  The corporation does not notify the Secretary of State within 60 days that its3774
registered agent or registered office has been changed, that its registered agent has3775
resigned, or that its registered office has been discontinued; or3776
(5)  The corporation pays a fee as required to be collected by the Secretary of State3777
pursuant to the Code
 this chapter by a check or some other form of payment which is3778
dishonored and the corporation or its incorporator or its agent does not submit payment3779
for said dishonored payment within 60 days from notice of nonpayment issued by the3780
Secretary of State.3781
14-3-1421.3782
(a)  If the Secretary of State determines that one or more grounds exist under Code Section3783
14-3-1420 for dissolving a corporation, he the Secretary of State shall provide the3784
corporation with written notice of his the Secretary's determination by mailing a copy of3785
the notice, first-class mail, to the corporation at the last known address of its principal3786
office or to the registered agent.3787 23 LC 36 5426
S. B. 148
- 152 -
(b)  If the corporation does not correct each ground for dissolution or demonstrate to the
3788
reasonable satisfaction of the Secretary of State that each ground determined by the3789
Secretary of State does not exist within 60 days after notice is provided to the corporation,3790
the Secretary of State shall administratively dissolve the corporation by signing a certificate3791
of dissolution that recites the ground or grounds for dissolution and its effective date.  The3792
Secretary of State shall file the original of the certificate.3793
(c)  A corporation administratively dissolved continues its corporate existence but may not3794
carry on any business except that necessary to wind up and liquidate its business and affairs3795
under Code Section 14-3-1406.  Winding up the business of a corporation that has been3796
administratively dissolved may include the corporation's proceeding, at any time after the3797
effective date of the administrative dissolution, (1) in accordance with Code Section3798
14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying3799
payment of the cost of publication, a notice containing the information specified in3800
subsection (b) of Code Section 14-3-1408 for publication.  Upon such notice, claims3801
against the administratively dissolved corporation will be limited as specified in Code3802
Sections 14-3-1407 and 14-3-1408, respectively.3803
(d)  The administrative dissolution of a corporation does not terminate the authority of its3804
registered agent.3805
14-3-1422.3806
(a)  A corporation administratively dissolved under Code Section 14-3-1421 may apply to3807
the Secretary of State for reinstatement within five years after the effective date of such3808
dissolution.  The application shall:3809
(1)  Recite the name of the corporation and the effective date of its administrative3810
dissolution;3811
(2)  State that the ground or grounds for dissolution either did not exist or have been3812
eliminated;3813 23 LC 36 5426
S. B. 148
- 153 -
(3)  Either be executed by the registered agent or an officer, director, or shareholder of3814
the corporation, in each case as set forth in the most recent annual registration of the3815
corporation filed with the Secretary of State, or be accompanied by a notarized statement,3816
executed by a person who was an officer, director, or shareholder member, or an heir,3817
successor, or assign of a person who was an officer, director, or shareholder member, of3818
the corporation at the time that the corporation was administratively dissolved, stating3819
that such person or decedent was an officer, director, or shareholder member of the3820
corporation at the time of administrative dissolution and such person has knowledge of3821
and assents to the application for reinstatement;3822
(4)  Contain a statement by the corporation reciting that all taxes owed by the corporation3823
have been paid; and3824
(5)  Be accompanied by the fee required for the application for reinstatement contained3825
in Code Section 14-3-122.3826
(b)  The Secretary of State shall reserve the name of a corporation administratively3827
dissolved under Code Section 14-2-1421 14-3-1421 for such corporation's specific use for3828
a period of five years after the effective date of the dissolution or until the corporation is3829
reinstated, whichever is sooner.3830
(c)  If the Secretary of State determines that the application contains the information3831
required by subsection (a) of this Code section and that the information is correct, the3832
Secretary of State shall prepare a certificate of reinstatement that recites his or her3833
determination and the effective date of reinstatement, file the original of the certificate, and3834
serve deliver a copy on to the corporation under Code Section 14-3-504 14-3-125.3835
(d)  When the reinstatement is effective, it relates back to and takes effect as of the3836
effective date of the administrative dissolution and the corporation resumes carrying on its3837
business as if the administrative dissolution had never occurred.3838
(e)  This Code section shall apply to all corporations administratively dissolved under Code3839
Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.3840 23 LC 36 5426
S. B. 148
- 154 -
14-3-1423.
3841
(a)  If the Secretary of State denies a corporation's application for reinstatement following3842
administrative dissolution, he
 the Secretary of State shall serve deliver to the corporation3843
under Code Section 14-3-504 with 14-3-125 a written notice that explains the reason or3844
reasons for denial.3845
(b)  The corporation may appeal the denial of reinstatement to the superior court of the3846
county where the corporation's registered office is or was located within 30 days after3847
service of the notice of denial is perfected.  The corporation appeals by petitioning the3848
court to set aside the dissolution and attaching to the petition copies of the Secretary of3849
State's certificate of dissolution, the corporation's application for reinstatement, and the3850
Secretary of State's notice of denial.3851
(c)  The court's final decision may be appealed as in other civil proceedings.3852
Part 33853
14-3-1430.3854
The superior court may dissolve a corporation:3855
(1)  In a proceeding by the Attorney General if it is established that:3856
(A)  The corporation obtained its articles of incorporation through fraud or was3857
reinstated under Code Section 14-3-1422 through fraud; or3858
(B)  The corporation has continued exceeded or abused, and is continuing to exceed or3859
abuse, the authority conferred upon it by law;3860
(2)  In a proceeding by a member 50 members or members holding at least 5 percent of3861
the voting power, whichever is less, if it is established that:3862
(A)  The directors are deadlocked in the management of the corporate affairs, the3863
members are unable to break the deadlock, and irreparable injury to the corporation is3864 23 LC 36 5426
S. B. 148
- 155 -
threatened or being suffered or the business and affairs of the corporation can no longer
3865
be conducted to the advantage of the members generally, because of the deadlock;3866
(B)  The directors or those in control of the corporation have acted, are acting, or will3867
act in a manner that is illegal or fraudulent in connection with the operation or3868
management of the business and affairs of the corporation;3869
(C)  The members are deadlocked in voting power and have failed, for a period that3870
includes at least two consecutive annual meeting dates, to elect successors to directors3871
whose terms have expired or would have expired; or3872
(D)  The corporate assets are being misapplied or wasted;3873
(3)  In a proceeding by a creditor if it is established that:3874
(A)  The creditor's claim has been reduced to judgment, the execution on the judgment3875
has been returned unsatisfied, and the corporation is insolvent; or3876
(B)  The corporation has admitted in writing that the creditor's claim is due and owing3877
and the corporation is insolvent; or3878
(4)  In a proceeding by the corporation to have its voluntary dissolution continued under3879
court supervision;3880
provided, however, that all of the actions described in paragraphs (1) through (3) of this3881
Code section shall be stayed so long as the corporation is contesting, in good faith, in any3882
appropriate proceeding, the alleged grounds for dissolution.3883
14-3-1431.3884
(a)  Venue for a proceeding by the Attorney General to dissolve a corporation and for a3885
proceeding brought by any other party named in Code Section 14-3-1430 lies in the county3886
where a corporation's registered office is or was last located.3887
(b)  It is not necessary to make members or directors parties to a proceeding to dissolve a3888
corporation unless relief is sought against them individually.3889 23 LC 36 5426
S. B. 148
- 156 -
(c)  A court in a proceeding brought to dissolve a corporation may issue injunctions,
3890
appoint a receiver or custodian pendente lite with all powers and duties the court directs,3891
take other action required to preserve the corporate assets wherever located, and carry on3892
the business of the corporation until a full hearing can be held.3893
14-3-1432.3894
(a)  A court in a judicial proceeding brought to dissolve a corporation may appoint one or3895
more receivers to wind up and liquidate, or one or more custodians to manage, the business3896
and affairs of the corporation.  The court shall hold a hearing, after notifying all parties to3897
the proceeding and any interested persons designated by the court, before appointing a3898
receiver or custodian.  The court appointing a receiver or custodian has exclusive3899
jurisdiction over the corporation and all its property wherever located.3900
(b)  The court may appoint an individual or a domestic corporation
 or foreign corporation3901
(authorized to transact business in this state) as a receiver or custodian.  The court may3902
require the receiver or custodian to post bond, with or without sureties, in an amount the3903
court directs.3904
(c)  The court shall describe the powers and duties of the receiver or custodian in its3905
appointing order, which may be amended from time to time.  Among other powers:3906
(1)  The receiver:3907
(A)  May dispose of all or any part of the assets of the corporation wherever located,3908
at a public or private sale, if authorized by the court; and3909
(B)  May sue and defend in his the receiver's own name as receiver of the corporation3910
in all courts of this state; or3911
(2)  The custodian may exercise all of the powers of the corporation, through or in place3912
of its board of directors or officers, to the extent necessary to manage the affairs of the3913
corporation in the best interests of its members and creditors.3914 23 LC 36 5426
S. B. 148
- 157 -
(d)  The court, during a receivership, may redesignate the receiver a custodian and, during
3915
a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests3916
of the corporation, its members, and its
 creditors.3917
(e)  The court from time to time during the receivership or custodianship may order3918
compensation paid and expense disbursements or reimbursements made to the receiver or3919
custodian and his the receiver's attorney from the assets of the corporation or proceeds from3920
the sale of the assets.3921
14-3-1433.3922
(a)  If after a hearing the court determines that one or more grounds for judicial dissolution3923
described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation3924
dissolved, and the clerk of the court shall deliver a certified copy of the decree to the3925
Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.3926
(b)  After entering the order of dissolution, the court shall direct the winding up and3927
liquidation of the corporation's business and affairs in accordance with Code Section3928
14-3-1406.  Winding up the business of a corporation judicially dissolved may include the3929
corporation's proceeding, after the date of the order of dissolution, (1) in accordance with3930
Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with3931
accompanying payment of the cost of publication, a notice containing the information3932
specified in subsection (b) of Code Section 14-3-1408 for publication.  Upon such notice,3933
claims against the dissolved corporation will be limited as specified in Code Sections3934
14-3-1407 and 14-3-1408 respectively.3935
(c)  When the costs and expenses of dissolution proceedings and all debts, obligations, and3936
liabilities of the corporation have been paid and discharged or provided for and all of its3937
remaining assets distributed or provided for, whether to its members or, provided for3938
charitable corporations, to another entity described under subsection (a) of Code Section3939
14-3-1302, or such assets have been deposited with the Office of the State Treasurer as3940 23 LC 36 5426
S. B. 148
- 158 -
provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon
3941
filing of the decree with the Secretary of State, it shall have the same effect as articles of3942
dissolution.3943
Part 43944
14-3-1440.3945
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or3946
member of the corporation who cannot be found or who is not competent to receive them3947
shall be reduced to cash and deposited with the Office of the State Treasurer for3948
safekeeping.  When the creditor, claimant, or member furnishes satisfactory proof of3949
entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her3950
or his or her representative that amount.  After the Office of the State Treasurer has held3951
the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to3952
the Board of Regents of the University System of Georgia, to be held without liability for3953
profit or interest until a claim for such cash shall be filed with the Office of the State3954
Treasurer by the parties entitled thereto.  No such claim shall be made more than six years3955
after such cash is deposited with the Office of the State Treasurer.3956
ARTICLE 153957
Part 13958
14-3-1501.3959
(a)  A foreign corporation may not transact business in this state until it obtains a certificate3960
of authority from the Secretary of State.3961
(b)  The following activities, among others, do not constitute transacting business within3962
the meaning of subsection (a) of this Code section:3963 23 LC 36 5426
S. B. 148
- 159 -
(1)  Maintaining or defending any action or any administrative or arbitration proceeding
3964
or effecting the settlement thereof or the settlement of claims or disputes;3965
(2)  Holding meetings of its directors or members or carrying on other activities3966
concerning its internal affairs;3967
(3)  Maintaining bank accounts, share accounts in savings and loan associations,3968
custodian or agency arrangements with a bank or trust company, or stock or bond3969
brokerage accounts;3970
(4)  Maintaining offices or agencies for the transfer, exchange, and registration of3971
memberships or securities or maintaining trustees or depositaries with respect to those3972
securities;3973
(5)  Effecting sales through independent contractors;3974
(6)  Soliciting or procuring orders, whether by mail or through employees or agents or3975
otherwise, where the orders require acceptance outside this state before becoming binding3976
contracts and where the contracts do not involve any local performance other than3977
delivery and installation;3978
(7)  Making loans or creating or acquiring evidences of debt, mortgages, or liens on real3979
or personal property, or recording same;3980
(8)  Securing or collecting debts or enforcing any rights in property securing the same;3981
(9)  Owning, without more, real or personal property;3982
(10)  Conducting an isolated transaction not in the course of a number of repeated3983
transactions of a like nature;3984
(11)  Effecting transactions in interstate or foreign commerce;3985
(12)  Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity,3986
where permitted so to serve by the laws of this state;3987
(13)  Owning directly or indirectly an interest in or controlling directly or indirectly3988
another entity organized under the laws of or transacting business within this state; or3989 23 LC 36 5426
S. B. 148
- 160 -
(14)  Serving as a manager of a limited liability company organized under the laws of or
3990
transacting business within this state.3991
(c)  The list of activities in subsection (b) of this Code section is not exhaustive.3992
(d)  This chapter shall not be deemed to establish a standard for activities which either
 may3993
or may not subject a foreign corporation to taxation, or to service of process, registration3994
relating to charitable solicitations under Code Section 43-17-5, or regulation under any of3995
the laws of this state.3996
14-3-1502.3997
(a)  A foreign corporation transacting business in this state without a certificate of authority3998
may not maintain a proceeding in any court in this state until it obtains a certificate of3999
authority.4000
(b)  The successor to a foreign corporation that transacted business in this state without a4001
certificate of authority and the assignee of a cause of action arising out of that business may4002
not maintain a proceeding based on that cause of action in any court in this state unless4003
before the commencement of the proceeding the foreign corporation or its successor4004
obtains a certificate of authority.4005
(c)  Notwithstanding subsections (a) and (b) of this Code section, the failure of a foreign4006
corporation to obtain a certificate of authority does not impair the validity of its corporate4007
acts or prevent it from defending any proceeding in this state.4008
14-3-1503.4009
(a)  A foreign corporation may apply for a certificate of authority to transact business in4010
this state by delivering an application to the Secretary of State for filing.  The application4011
must set forth:4012
(1)  The name of the foreign corporation or, if its name is unavailable for use in this state,4013
a corporate name that satisfies the requirements of Code Section 14-3-1506;4014 23 LC 36 5426
S. B. 148
- 161 -
(2)  The name of the state or country under whose law it is incorporated;
4015
(3)  Its date of incorporation;4016
(4)  The mailing address of its principal office;4017
(5)  The address of its registered office in this state and the name of its registered agent4018
at that office; and4019
(6)  The names and respective business addresses of its chief executive officer, chief4020
financial officer, and secretary, or individuals holding similar positions
.4021
(b)  The foreign corporation shall deliver with the completed application a certificate of4022
existence (or a document of similar import) duly authenticated by the secretary of state or4023
other official having custody of corporate records in the state or country under whose law4024
it is incorporated.4025
14-3-1504.4026
(a)  A foreign corporation authorized to transact business in this state must obtain an4027
amended certificate of authority from the Secretary of State if it changes:4028
(1)  Its corporate name;4029
(2)  The period of its duration; or4030
(3)  The state or country of its incorporation.4031
(b)  If a foreign corporation authorized to transact business in this state converts into a4032
foreign limited partnership or a foreign limited liability company:4033
(1)  Such foreign corporation shall notify the Secretary of State that such conversion has4034
occurred no later than 30 days after the conversion, using such form as the Secretary of4035
State shall specify, which form may require such information and statements required to4036
be submitted by such type of foreign limited partnership or foreign limited liability4037
company initially applying for a certificate of authority to transact business in this state;4038
and4039 23 LC 36 5426
S. B. 148
- 162 -
(2)  If such notice is timely given and such foreign corporation, foreign limited4040
partnership, or foreign limited liability company is required to obtain a certificate of4041
authority to transact business in this state:4042
(A)  The authorization of such converted foreign corporation to transact business in this4043
state shall continue without interruption; and4044
(B)  The certificate of authority issued to such converted foreign corporation under this4045
article shall constitute an amended certificate of authority that otherwise would be4046
issued under the laws of this state to such type of foreign limited partnership or foreign4047
limited liability company.4048
(b)(c) The requirements of Code Section 14-3-1503 for obtaining an original certificate4049
of authority apply to obtaining an amended certificate under this Code section.4050
14-3-1505.4051
(a)  A certificate of authority authorizes the foreign corporation to which it is issued to4052
transact business in this state subject, however, to the right of the state to revoke the4053
certificate as provided in this chapter.4054
(b)  A foreign corporation with a valid certificate of authority has the same but no greater4055
rights under this chapter and has the same but no greater privileges under this chapter as,4056
and except as otherwise provided by this chapter is subject to the same duties, restrictions,4057
penalties, and liabilities now or later imposed on, a domestic corporation of like character.4058
(c)  This chapter does not authorize this state to regulate the organization or internal affairs4059
of a foreign corporation authorized to transact business in this state.4060
14-3-1506.4061
(a)  If the corporate name of a foreign corporation does not satisfy the requirements of4062
Code Section 14-3-401, the foreign corporation to obtain or maintain a certificate of4063
authority to transact business in this state:4064 23 LC 36 5426
S. B. 148
- 163 -
(1)  May add the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the
4065
abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or the name of its state of incorporation to its4066
corporate name for use in this state; or4067
(2)  May use a fictitious or trade name to transact business in this state if its real name is4068
unavailable and it delivers to the Secretary of State for filing a copy of the resolution of4069
its board of directors, certified by its secretary, adopting the fictitious or trade name.4070
(b)  Except as authorized by subsections (c) and (d) of this Code section, a corporate name4071
(including a fictitious name) of a foreign corporation must be distinguishable upon the4072
records of the Secretary of State from:4073
(1)  The corporate name of a corporation, whether for profit or not for profit, incorporated4074
or authorized to transact business in this state;4075
(2)  A corporate
 name reserved or registered under this chapter or Chapter 2 of this title;4076
(3)  The fictitious name adopted by a foreign corporation authorized to transact business4077
in this state because its real name is unavailable; and4078
(4)  The name of a limited partnership or professional association reserved or filed with4079
the Secretary of State under this title; and4080
(5)  The name of a limited liability company formed or authorized to transact business4081
in this state.4082
(c)  A foreign corporation may apply to the Secretary of State for authorization to use in4083
this state the name of another corporation (incorporated or authorized to transact business4084
in this state) that is not distinguishable upon his or her records from the name applied for.4085
The Secretary of State shall authorize use of the name applied for if the other corporation4086
files with the Secretary of State articles of amendment to its articles of incorporation4087
changing its name to a name that is distinguishable upon the records of the Secretary of4088
State from the name of the applying corporation.4089
(d)  A foreign corporation may use the name (including the fictitious name) of another4090
domestic corporation or foreign corporation whether for profit or not for profit that is used4091 23 LC 36 5426
S. B. 148
- 164 -
in this state if the other corporation is incorporated or authorized to transact business in this
4092
state and:4093
(1)  The foreign corporation has merged with the other corporation;4094
(2)  The foreign corporation has been formed by reorganization of the other corporation;4095
or4096
(3)  The other domestic corporation
 or foreign corporation has taken the steps required4097
by this chapter to change its name to a name that is distinguishable upon the records of4098
the Secretary of State from the name of the foreign corporation applying to use its former4099
name.4100
(e)  If a foreign corporation authorized to transact business in this state changes its4101
corporate name to one that does not satisfy the requirements of Code Section 14-3-401, it4102
may not transact business in this state under the changed name until it adopts a name4103
satisfying the requirements of Code Section 14-3-401 and obtains an amended certificate4104
of authority under Code Section 14-3-1504.4105
14-3-1507.4106
Each foreign corporation authorized to transact business in this state must continuously4107
maintain in this state:4108
(1)  A registered office that may be the same as any of its places of business; and4109
(2)  A registered agent, who may be:4110
(A)  An individual who resides in this state and whose business office is identical with4111
the registered office;4112
(B)  A domestic corporation, domestic business corporation, or domestic limited4113
liability company whose business office is identical with the registered office; or4114
(C)  A foreign corporation, foreign business corporation, or foreign limited liability4115
company authorized to transact business in this state whose business office is identical4116
with the registered office.4117 23 LC 36 5426
S. B. 148
- 165 -
14-3-1508.
4118
(a)  A foreign corporation authorized to transact business in this state may change its4119
registered office or registered agent by delivering to the Secretary of State for filing an4120
amendment to its annual registration that sets forth:4121
(1)  Its name;4122
(2)  The street address of its current registered office;4123
(3)  If the current registered office is to be changed, the street address of its new4124
registered office;4125
(4)  The name of its current registered agent; and4126
(5)  That after the change or changes are made, the street addresses of its registered office4127
and the business office of its registered agent will be identical.4128
(b)  If a registered agent changes the street address of his or her business office, he or she4129
may change the street address of the registered office of any foreign corporation for which4130
he or she is the registered agent by notifying the corporation in writing of the change and4131
signing (either manually or in facsimile) and delivering to the Secretary of State for filing4132
an amendment to the annual registration that complies with the requirements of subsection4133
(a) of this Code section.4134
14-3-1509.4135
(a)  The registered agent of a foreign corporation may resign his or her agency appointment4136
by signing and delivering to the Secretary of State for filing a statement of resignation.  The4137
statement may include a statement that the registered office is also discontinued.4138
(b)  On or before the date of filing of the statement of resignation, the registered agent shall4139
deliver or mail a written notice of the agent's intention to resign to the chief executive4140
officer, chief financial officer, or secretary of the corporation, or a person holding a
4141
position comparable to any of the foregoing, as named, and at the address as shown in the4142 23 LC 36 5426
S. B. 148
- 166 -
annual registration, or in the articles of incorporation if no annual registration has been4143
filed.4144
(c)  The agency appointment is terminated, and the registered office discontinued if so4145
provided, on the earlier of the filing by the corporation of an amendment to its annual4146
registration designating a new registered agent and registered office if also discontinued4147
or the thirty-first day after the date on which the statement was filed.4148
14-3-1510.4149
(a)  The registered agent of a foreign corporation authorized to transact business in this4150
state is the corporation's agent for service of any process, notice, or demand required or4151
permitted by law to be served on the foreign corporation.4152
(b)  If a foreign corporation has no registered agent or its registered agent cannot with4153
reasonable diligence be served, the corporation may be served by registered or certified4154
mail or statutory overnight delivery, return receipt requested, addressed to the chief4155
executive officer, chief financial officer, or secretary of the foreign corporation, or a person4156
holding a position comparable to any of the foregoing, at its principal office shown in the4157
later of its application for a certificate of authority or its most recent annual registration.4158
Any party that serves a foreign corporation in accordance with this subsection shall also4159
serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.4160
(c)  Service is perfected under subsection (b) of this Code section at the earliest of:4161
(1)  The date the foreign corporation receives the mail;4162
(2)  The date shown on the return receipt, if signed on behalf of the foreign corporation;4163
or4164
(3)  Five days after its deposit in the United States mail, as evidenced by the postmark,4165
if mailed postpaid and correctly addressed.4166
(d)  This Code section does not prescribe the only means, or necessarily the required4167
means, of serving a foreign corporation.4168 23 LC 36 5426
S. B. 148
- 167 -
(e)  For service in a proceeding to enforce any obligation of a domestic corporation party
4169
to a merger, see subsection (b) of Code Section 14-3-1106.4170
Part 24171
14-3-1520.4172
(a)  A foreign corporation authorized to transact business in this state may not withdraw4173
from this state until it obtains a certificate of withdrawal from the Secretary of State. A4174
foreign corporation authorized to transact business in this state that merges with and into4175
a domestic corporation pursuant to Code Section 14-3-1106 and is not the surviving4176
corporation in such merger need not obtain a certificate of withdrawal from the Secretary4177
of State.4178
(b)  A foreign corporation authorized to transact business in this state may apply for a4179
certificate of withdrawal by delivering an application to the Secretary of State for filing.4180
The application must set forth:4181
(1)  The name of the foreign corporation and the name of the state or country under4182
whose law it is incorporated;4183
(2)  That it is not transacting business in this state and that it surrenders its authority to4184
transact business in this state;4185
(3)  That it revokes the authority of its registered agent to accept service on its behalf and4186
appoints the Secretary of State as its agent for service of process in any proceeding based4187
on a cause of action arising during the time it was authorized to transact business in this4188
state;4189
(4)  A mailing address to which a copy of any process served on the Secretary of State4190
under paragraph (3) of this subsection may be mailed under subsection (c) of this Code4191
section; and4192 23 LC 36 5426
S. B. 148
- 168 -
(5)  A commitment to notify the Secretary of State in the future of any change in its
4193
mailing address.4194
(c)  After the withdrawal of the corporation is effective, service of process on the Secretary4195
of State under this Code section is service on the foreign corporation. Any party that serves4196
process upon the Secretary of State in accordance with this subsection shall also mail a4197
copy of the process to the chief executive officer, chief financial officer, or the secretary4198
of the foreign corporation, or a person holding a comparable position,
 at the mailing4199
address set forth under subsection (b) of this Code section.4200
Part 34201
14-3-1530.4202
The Secretary of State may commence a proceeding under Code Section 14-3-1531 to4203
revoke the certificate of authority of a foreign corporation authorized to transact business4204
in this state if:4205
(1)  The foreign corporation does not deliver its annual registration to the Secretary of4206
State within 60 days after it is due;4207
(2)  The foreign corporation does not pay within 60 days after they are due any fees,4208
taxes, or penalties imposed by this chapter or other law;4209
(3)  The foreign corporation is without a registered agent or registered office in this state4210
for 60 days or more;4211
(4)  The foreign corporation does not inform the Secretary of State under Code Section4212
14-3-1508 or 14-3-1509 that its registered agent or registered office has changed, that its4213
registered agent has resigned, or that its registered office has been discontinued within4214
60 days of the change, resignation, or discontinuance;4215 23 LC 36 5426
S. B. 148
- 169 -
(5)  An incorporator, director, officer, or agent of the foreign corporation signed a
4216
document he or she knew was false in any material respect with intent that the document4217
be delivered to the Secretary of State for filing; or4218
(6)  The Secretary of State receives a duly authenticated certificate from the secretary of4219
state or other official having custody of corporate records in the state or country under4220
whose law the foreign corporation is incorporated stating that it has been dissolved or4221
disappeared as the result of a merger.4222
14-3-1531.4223
(a)  If the Secretary of State determines that one or more grounds exist under Code Section4224
14-3-1530 for revocation of a certificate of authority, he or she shall provide the foreign4225
corporation with written notice of his or her determination by mailing a copy of the notice,4226
by first-class mail, to the foreign corporation at the last known address of its principal4227
office or to the registered agent.4228
(b)  If the foreign corporation does not correct each ground for revocation or demonstrate4229
to the reasonable satisfaction of the Secretary of State that each ground determined by the4230
Secretary of State does not exist within 60 days after notice is provided to the corporation,4231
the Secretary of State may revoke the foreign corporation's certificate of authority by4232
signing a certificate of revocation that recites the ground or grounds for revocation and its4233
effective date.4234
(c)  The authority of a foreign corporation to transact business in this state ceases on the4235
date shown on the certificate revoking its certificate of authority.4236
(d)  The Secretary of State's revocation of a foreign corporation's certificate of authority4237
appoints the Secretary of State as the foreign corporation's agent for service of process in4238
any proceeding based on a cause of action which arose during the time the foreign4239
corporation was authorized to transact business in this state.  Service of process on the4240
Secretary of State under this subsection is service on the foreign corporation.  Any party4241 23 LC 36 5426
S. B. 148
- 170 -
that serves process upon the Secretary of State shall also mail a copy of the process to the
4242
chief executive officer, chief financial officer, or the secretary of the foreign corporation,4243
or a person holding a comparable position,
 at its principal office shown in its most recent4244
annual registration or in any subsequent communication received by the Secretary of State4245
from the corporation stating the current mailing address of its principal office, or, if none4246
is on file, in its application for a certificate of authority.4247
(e)  Revocation of a foreign corporation's certificate of authority does not terminate the4248
authority of the registered agent of the corporation.4249
14-3-1532.4250
(a)  A foreign corporation may appeal the Secretary of State's revocation of its certificate4251
of authority to the Superior Court of Fulton County within 30 days after service of the4252
certificate of revocation is perfected under Code Section 14-3-1510.  The foreign4253
corporation appeals by petitioning the court to set aside the revocation and attaching to the4254
petition copies of its certificate of authority and the Secretary of State's certificate of4255
revocation.4256
(b)  The court may summarily order the Secretary of State to reinstate the certificate of4257
authority or may take any other action the court considers appropriate.4258
(c)  The court's final decision may be appealed as in other civil proceedings.4259
Part 44260
14-3-1540.4261
(a)  A foreign corporation which prior to April 1, 1969, has domesticated in this state under4262
the procedure available prior to that date and which is a domesticated foreign corporation4263
on that date shall have perpetual duration as a domesticated foreign corporation of this state4264
unless its existence is terminated in its jurisdiction of incorporation or its domesticated4265 23 LC 36 5426
S. B. 148
- 171 -
status is dissolved in accordance with the provisions of this chapter relating to involuntary
4266
dissolution or until such time as it withdraws from this state in the manner provided in this4267
chapter. Such domesticated foreign corporations and the members thereof shall have all the4268
rights, privileges, and immunities and be subject to all the duties, liabilities, and disabilities4269
applicable to similar corporations organized under the laws of this state and applicable to4270
the members thereof, except as may be provided with respect to such domesticated foreign4271
corporations by any of the laws of this state existing on April 1, 1969, or coming into4272
existence thereafter.4273
(b)  Whenever the term 'foreign corporation authorized to transact business in this state' is4274
used in this chapter, it shall be deemed to include domesticated foreign corporations, except4275
where the context or this chapter otherwise requires.4276
ARTICLE 164277
Part 14278
14-3-1601.4279
(a)  A corporation shall keep as permanent records minutes of all meetings of its members4280
and board of directors, executed consents evidencing all actions taken by the members or4281
board of directors without a meeting, a record of all actions taken by a committee of the4282
board of directors in place of the board of directors on behalf of the corporation, and4283
waivers of notice of all meetings of the board of directors and its committees.4284
(b)  A corporation shall maintain appropriate accounting records.4285
(c)  A corporation or its agent shall maintain a record of its members in a form that permits4286
preparation of a list of the name and address of all members, in alphabetical order by class,4287
showing the number of votes each member is entitled to cast.4288
(d)  A corporation shall maintain its records in written form or in another form capable of4289
conversion into written form within a reasonable time.4290 23 LC 36 5426
S. B. 148
- 172 -
14-3-1602.
4291
(a)  A corporation shall keep a copy of the following records:4292
(1)  Its articles or restated articles of incorporation and all amendments to them currently4293
in effect;4294
(2)  Its bylaws or restated bylaws and all amendments to them currently in effect;4295
(3)  Resolutions adopted by either its members or board of directors increasing or4296
decreasing the number of directors or the classification of directors, or relating to the4297
characteristics, qualifications, rights, limitations, and obligations of members or any class4298
or category of members;4299
(4)  Resolutions adopted by either its members or board of directors relating to the4300
characteristics, qualifications, rights, limitations, and obligations of members or any class4301
or category of members;4302
(5)  The minutes of all meetings of members, executed waivers of notice of meetings, and4303
executed consents, delivered in writing or by electronic transmission, evidencing all4304
actions taken or approved by the members without a meeting, for the past three years;4305
(6)  All communications in writing or by electronic transmission to members generally4306
within the past three years, including the financial statements furnished for the past three4307
years under Code Section 14-3-1620;4308
(7)  A list of the names and business or home addresses of its current directors and4309
officers; and4310
(8)  Its most recent annual registration delivered to the Secretary of State under Code4311
Section 14-3-1622.4312
(b)  A member is entitled to inspect and copy, at a reasonable time and location specified4313
by the corporation, any of the records of the corporation described in subsection (a) of this4314
Code section if the member gives the corporation written notice or a written demand at4315
least five business days before the date on which the member wishes to inspect and copy.4316 23 LC 36 5426
S. B. 148
- 173 -
(c)  A member is entitled to inspect and copy, at a reasonable time and reasonable location
4317
specified by the corporation, any of the following records of the corporation if the member4318
meets the requirements of subsection (d) of this Code section and gives the corporation4319
written notice at least five business days before the date on which the member wishes to4320
inspect and copy:4321
(1)  Excerpts from minutes of any meeting of the board of directors, records of any action4322
of a committee of the board of directors while acting in place of the board of directors on4323
behalf of the corporation, minutes of any meeting of the members, and records of action4324
taken by the members or the board of directors without a meeting, to the extent not4325
subject to inspection under subsection (a) of this Code section;4326
(2)  Accounting records of the corporation; and4327
(3)  Subject to Code Section 14-3-1605, the membership list.4328
(d)  A member may inspect and copy the records identified in subsection (c) of this Code4329
section only if:4330
(1)  The member's demand is made in good faith and for a proper purpose that is4331
reasonably relevant to the member's legitimate interest as a member;4332
(2)  The member describes with reasonable particularity the purpose and the records the4333
member desires to inspect;4334
(3)  The records are directly connected with this purpose; and4335
(4)  The records are to be used only for the stated purpose.4336
(e)  The corporation may impose reasonable restrictions on the confidentiality, use, or
4337
distribution of the records described in subsection (c) of this Code section.4338
(f) This Code section does not affect:4339
(1)  The right of a member to inspect records under Code Section 14-3-720 or, if the4340
member is in litigation with the corporation, to the same extent as any other litigant; or4341
(2)  The power of a court, independently of this chapter, to compel the production of4342
corporate records for examination.4343 23 LC 36 5426
S. B. 148
- 174 -
14-3-1603.
4344
(a)  A member's agent or attorney has the same inspection and copying rights as the4345
member the agent or attorney represents.4346
(b)  The right to copy records under Code Section 14-3-1602 includes, if reasonable, the4347
right to receive copies made by photographic, xerographic
 electronic, or other means.4348
(c)  The corporation may impose a reasonable charge, covering the costs of labor and4349
material, for copies of any documents provided to the member.  The charge may not exceed4350
the estimated cost of production or reproduction of the records.4351
(d)  A corporation shall convert into written form without charge any record not in written4352
form, upon written request of a person entitled to inspect it.4353
(e)  The corporation may comply with a member's demand to inspect the record of4354
members under paragraph (3) of subsection (c) of Code Section 14-3-1602 by providing4355
the member with a list of its members that was compiled no earlier than the date of the4356
member's demand.4357
14-3-1604.4358
(a)  If a corporation does not allow a member who complies with subsection (b) of Code4359
Section 14-3-1602 to inspect and copy any records required by that subsection to be4360
available for inspection, the superior court may summarily order inspection and copying4361
of the records demanded at the corporation's expense upon application of the member.4362
(b)  If a corporation does not within a reasonable time allow a member to inspect and copy4363
any other record, the member who complies with subsections (b) and (c) of Code Section4364
14-3-1602 may apply to the superior court for an order to permit inspection and copying4365
of the records demanded.  The court shall dispose of an application under this subsection4366
on an expedited basis.4367
(c)  If the court orders inspection and copying of the records demanded, it shall also order4368
the corporation to pay the member's costs (including reasonable attorneys' attorney's fees)4369 23 LC 36 5426
S. B. 148
- 175 -
incurred to obtain the order unless the corporation proves that it refused inspection in good
4370
faith because it had a reasonable basis for doubt about the right of the member to inspect4371
the records demanded.4372
(d)  If the court orders inspection and copying of the records demanded, it may impose4373
reasonable restrictions on the use or distribution of the records by the demanding member.4374
14-3-1605.4375
Without consent of the board, a membership list or any part thereof may not be obtained4376
or used by any person for any purpose unrelated to a member's interest as a member.4377
Without limiting the generality of the foregoing, without the consent of the board a4378
membership list or any part thereof may not be:4379
(1)  Used to solicit money or property unless such money or property will be used solely4380
to solicit the votes of the members in an election to be held by the corporation;4381
(2)  Used for any commercial purpose; or4382
(3)  Sold to or purchased by any person.4383
14-3-1606.
4384
(a)  A director of a corporation is entitled to inspect and copy the books, records, and4385
documents of the corporation at any reasonable time to the extent reasonably related to the4386
performance of the director's duties as a director, including duties as a member of a board4387
committee, but not for any other purpose or in any manner that would violate any duty to4388
the corporation or any law.4389
(b)  Upon application of a director who has been refused such inspection and copying4390
rights, the superior court shall order inspection and copying of the books, records, and4391
documents at the corporation's expense, unless the corporation establishes that the director4392
is not entitled to such inspection and copying rights.  The court shall dispose of an4393
application under this Code section on an expedited basis.4394 23 LC 36 5426
S. B. 148
- 176 -
(c)  If an order is issued, the court may include provisions protecting the corporation from4395
undue burden or expense, and prohibiting the director from using information obtained4396
upon exercise of the inspection and copying rights in a manner that would violate a duty4397
to the corporation or any law, and may also order the corporation to reimburse the director4398
for the director's expenses (including attorney's fees) incurred in connection with the4399
application.4400
Part 24401
14-3-1620.4402
(a)  A corporation upon request in writing or by electronic transmission from a member4403
shall furnish that member its latest prepared annual financial statements, which may be4404
consolidated or combined statements of the corporation and one or more of its subsidiaries4405
or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end4406
of the fiscal year and statement of operations for that year.  If financial statements are4407
prepared for the corporation on the basis of generally accepted accounting principles, the4408
annual financial statements must also be prepared on that basis.4409
(b)  If annual financial statements are reported upon by a public accountant, the4410
accountant's report must accompany them.  If not, the statements must be accompanied by4411
the statement of the president chief executive officer or the person responsible for the4412
corporation's financial accounting records:4413
(1)  Stating the president's chief executive officer's or other person's reasonable belief as4414
to whether the statements were prepared on the basis of generally accepted accounting4415
principles and, if not, describing the basis of preparation; and4416
(2)  Describing any respects in which the statements were not prepared on a basis of4417
accounting consistent with the statements prepared for the preceding year.4418 23 LC 36 5426
S. B. 148
- 177 -
14-3-1621.
4419
If a corporation indemnifies or advances expenses to a director under Code Section4420
14-3-851, 14-3-852, 14-3-853, or 14-3-854 in connection with a proceeding by or in the4421
right of the corporation, the corporation shall report the indemnification or advance in4422
writing to the members with or before the notice of the next meeting of members.4423
14-3-1622.4424
(a)  Each domestic corporation and each foreign corporation authorized to transact business4425
in this state shall deliver to the Secretary of State for filing an annual registration that sets4426
forth:4427
(1)  The name of the corporation and the state or country under whose law it is4428
incorporated;4429
(2)  The street address and county of its registered office and the name of its registered4430
agent at that office in this state;4431
(3)  The mailing address of its principal office, if any; and4432
(4)  The names and respective addresses of its chief executive officer, chief financial4433
officer, and secretary, or individuals holding similar positions
.4434
(b)  Information in the annual registration must be current as of the date the annual4435
registration is executed on behalf of the corporation.4436
(c)  The first annual registration must be delivered to the Secretary of State between4437
January 1 and April 1, or such other date as the Secretary of State may specify by rules or4438
regulations, of the year following the calendar year in which a domestic corporation was4439
incorporated or a foreign corporation was authorized to transact business.  Subsequent4440
annual registrations must be delivered to the Secretary of State between January 1 and4441
April 1, or such other date as the Secretary of State may specify by rules or regulations, of4442
the following calendar years.4443 23 LC 36 5426
S. B. 148
- 178 -
(d)  The initial annual registration of a domestic corporation shall be filed within 90 days
4444
after the day its articles of incorporation are delivered to the Secretary of State for filing.4445
However, the initial annual registration of a domestic corporation whose articles of4446
incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall4447
be filed between January 1 and April 1 of the year next succeeding the calendar year in4448
which its certificate of incorporation is issued by the Secretary of State.4449
(e)  If an annual registration does not contain the information required by this Code section,4450
the Secretary of State shall promptly notify the reporting domestic corporation
 or foreign4451
corporation in writing and return the report to it for correction.  If the report is corrected4452
to contain the information required by this Code section and delivered to the Secretary of4453
State within 30 days after the effective date of notice, it is deemed to be timely filed.4454
ARTICLE 174455
14-3-1701.4456
(a)  Subject to the limitations of subsection (b) of this Code section, this chapter shall4457
apply:4458
(1)  To all nonprofit corporations, existing on or formed after July 1, 1991, including4459
nonprofit corporations organized under any prior general corporation law of this state or4460
under Chapter 3 of Title 14 of the Official Code of Georgia Annotated in effect prior to4461
July 1, 1991, that is repealed by this chapter;4462
(2)  To all nonprofit corporations created by special Act of the General Assembly as to4463
which power has been reserved to withdraw the franchise;4464
(3)  To any nonprofit corporation, organization, or association, to the extent that the4465
former general corporation law of this state or any of its provisions or this chapter or any4466
of its provisions specifically have been or shall be made applicable to such corporation,4467
organization, or association; and4468 23 LC 36 5426
S. B. 148
- 179 -
(4)  To any corporation organized under any statute of this state or if it were originally
4469
created by special Act of the General Assembly without reservation of power to withdraw4470
the franchise, if under any prior general corporation law of this state applicable to4471
nonprofit corporations such corporation either has amended its charter or has been a party4472
to a merger or a consolidation, and also to any such corporation which after July 1, 1991,4473
in an amendment to its articles of incorporation or restatement of the articles of4474
incorporation or in a merger or a consolidation, elects to be subject to this chapter.  Any4475
such corporation shall have all the rights, privileges, franchises, immunities, and powers4476
and shall be subject to all the duties, liabilities, and disabilities of a corporation to which4477
this chapter applies as well as of the statute or special Act by which such corporation was4478
originally created;
, but in the event of a conflict between such statute or special Act and4479
this chapter, such statute or special Act shall govern.4480
(b)  This chapter shall not apply:4481
(1)  To corporations organized under a statute of this state other than either this chapter4482
or any prior general corporation law, except to the extent that the former general4483
corporation law of this state applicable to nonprofit corporations or any of its provisions4484
or this chapter or any of its provisions specifically have been or shall be made applicable4485
to such corporations;4486
(2)  To any corporation originally created by special Act of the General Assembly as to4487
which power has not been reserved to withdraw the franchise, except as otherwise4488
provided in subsection (a) of this Code section;4489
(3)  To any corporation originally created by special Act of the General Assembly as to4490
which power has been reserved to withdraw the franchise, if the purpose of the4491
corporation would require its organization to take place under a statute other than this4492
chapter, if it were being organized after July 1, 1991, except to the extent that the former4493
general corporation law of this state or any of its provisions or this chapter or any of its4494 23 LC 36 5426
S. B. 148
- 180 -
provisions specifically have been or shall be made applicable to corporations organized
4495
for that purpose;4496
(4)  To any public authority created by special Act of the General Assembly, except to4497
the extent that the former general corporation law of this state or any of its provisions or4498
this chapter or any of its provisions specifically have been or shall be made applicable to4499
such public authority; or4500
(5)  To corporations of any class to the extent that such class is specifically exempted4501
from this chapter or any of its provisions.4502
(c)  This chapter shall not impair the existence of any nonprofit corporation existing on July4503
1, 1991.  Subject to Code Section 14-3-610, any such existing corporation to which this4504
chapter is applicable and its members, directors, and officers shall have the same rights and4505
be subject to the same limitations, restrictions, liabilities, and penalties as a corporation4506
formed under this chapter and its members, directors, and officers.4507
(d)  If the articles of incorporation, charter, or bylaws of a corporation in existence on July4508
1, 1991, contain any provisions that were not authorized or permitted by the prior general4509
corporation law of this state but which are authorized or permitted by this chapter, the4510
provisions of the articles of incorporation, charter, or bylaws shall be valid on and from that4511
date, and action may be taken on and from that date in reliance on those provisions.  If the4512
articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991,4513
contain any provisions that were authorized or permitted by the prior nonprofit corporation4514
law of this state, that were validly adopted under the law in effect at the time of their4515
adoption, and that are authorized or permitted by this chapter, the provisions of the articles4516
of incorporation, charter, or bylaws shall continue to be valid on and from that date,4517
whether or not this chapter imposes requirements for the adoption of such provisions that4518
are different from those in effect at the time the provisions were adopted.4519 23 LC 36 5426
S. B. 148
- 181 -
(e)  This chapter shall apply to commerce with foreign nations and among the several states
4520
only insofar as the application may be permitted under the Constitution and laws of the4521
United States.4522
14-3-1702.4523
A foreign corporation transacting business in this state on or after July 1, 1991, is subject4524
to this chapter.  A foreign corporation that is authorized to transact business or conduct4525
affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.4526
14-3-1703.4527
(a)  Except as provided in subsection (b) of this Code section, the repeal of a statute by this4528
chapter does not affect:4529
(1)  The operation of the statute or any action taken under it before its repeal;4530
(2)  Any ratification, right, remedy, privilege, obligation, or
 cause of action, liability,4531
penalty, or action or special proceeding acquired, accrued, or incurred under the statute4532
before its repeal; but the same, as well as actions that are pending on July 1, 1991, may4533
be asserted, enforced, prosecuted, or defended as if the prior statute has not been4534
repealed;4535
(3)  Any violation of the statute, or any penalty, forfeiture, or punishment incurred4536
because of the violation, before its repeal;4537
(4)  Transactions validly entered into before July 1, 1991, and the rights, duties, and4538
interests flowing from them shall remain valid thereafter and may be terminated,4539
completed, consummated, or enforced as required or permitted by any statute repealed4540
by this chapter as though the repeal had not occurred;4541
(5)  Any proceeding, reorganization, or dissolution commenced under the statute before4542
its repeal, and the proceeding, reorganization, or dissolution may be completed in4543
accordance with the statute as if it had not been repealed;4544 23 LC 36 5426
S. B. 148
- 182 -
(6)  Any provision of the articles of incorporation, charter, or bylaws of a corporation in
4545
existence on July 1, 1991, that was authorized or permitted by the prior nonprofit4546
corporation law of this state, that was validly adopted under the law in effect at the time4547
of its adoption, and that is authorized or permitted by this chapter; or4548
(7)  Any meeting of members or directors or action by written consent noticed or any4549
action taken before its repeal as a result of a meeting of members or directors or action4550
by written consent.4551
(b)  If a penalty or punishment imposed for violation of a statute repealed by this chapter4552
is reduced by this chapter, the penalty or punishment if not already imposed shall be4553
imposed in accordance with this chapter."4554
PART II4555
SECTION 2-1.4556
Code Section 8-2-42 of the Official Code of Georgia Annotated, relating to bribery of4557
property or association managers regarding claims for damages arising out of construction4558
defects prohibited and procedure for bringing action to remedy construction defects, is4559
amended by revising paragraph (1) of subsection (e) as follows:4560
"(1)  The members of the association have voted to approve commencement of an action4561
by two-thirds of the votes cast, by statutory written ballot as provided in Code Section4562
14-3-708
 14-3-707 or have approved commencement of an action by the affirmative vote4563
of at least two-thirds of the total membership at a meeting of the members at which a4564
quorum is present;"4565
SECTION 2-2.4566
Code Section 14-5-40 of the Official Code of Georgia Annotated, relating to applicability of4567
Chapter 3 of Title 14, is amended as follows:4568 23 LC 36 5426
S. B. 148
- 183 -
"14-5-40.
4569
Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for4570
religious, fraternal, or educational purposes, including incorporated churches, religious and4571
fraternal societies, schools, academies, colleges, or universities which are 'corporations' as4572
that term is defined in paragraph (6) of
 Code Section 14-3-140."4573
PART III4574
SECTION 3-1.4575
All laws and parts of laws in conflict with this Act are repealed.4576