reglab/housing_qa huggingface dataset:
GA Code § 14-2-808 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-808. Removal of Directors by Shareholders

  The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors may be removed only for cause.   If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.   If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only by a majority of the votes entitled to be cast.   If the directors have staggered terms as provided in Code Section 14-2-806, directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise.   A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.     (Code 1981, §14-2-808, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985). For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B.J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1222 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 539 et seq.   ALR.    - Removal by court of director or officer of private corporation, 124 A.L.R. 364.   Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 A.L.R.2d 965.   Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser's designees, 13 A.L.R.3d 361.
GA Code § 14-2-811 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-811. Compensation of Directors

 Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.    (Code 1981, §14-2-811, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1635 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 629.   ALR.    - Participation by corporate director in vote or meeting fixing compensation for his own services, 175 A.L.R. 577.
GA Code § 14-2-820 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-2-820. Meetings

  The board of directors may hold regular or special meetings in or out of this state.   Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.     (Code 1981, §14-2-820, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "Foreign Corporations in Georgia," see 10 Ga. St. B.J. 243 (1973).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1231 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 547, 548.   ALR.    - Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
GA Code § 14-2-821 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-2-821. Action Without Meeting

  Except to the extent the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken or ratified and delivers it to the corporation.   A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.   Action taken under this Code section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective.   A consent signed and delivered by a director under this Code section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.     (Code 1981, §14-2-821, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 14; Ga. L. 2016, p. 225, § 1-4/SB 128.)    The 2016 amendment,  effective July 1, 2016, rewrote subsection (a); added subsections (b) and (c); redesignated former subsection (b) as present subsection (d); and, in subsection (d), substituted "action taken at a meeting of the board of directors" for "a meeting vote".   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1233 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 544 et seq.   ALR.    - Ratification by corporation of unauthorized contract entered into by officer, by acceptance and retention of benefits, 7 A.L.R. 1446.    Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
GA Code § 14-2-822 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-2-822. Notice of Meeting

  Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.   Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.     (Code 1981, §14-2-822, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1237 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 547.
GA Code § 14-2-823 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-2-823. Waiver of Notice

  A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.     (Code 1981, §14-2-823, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 15.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1247 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 547 et seq.   ALR.   - Participation in meeting as waiver of compliance with notice requirement for shareholders' meeting, 64 A.L.R.3d 358.
GA Code § 14-2-824 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-2-824. Quorum and Voting

  Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:   A majority of the fixed number of directors if the corporation has a fixed board size; or   A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.     The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles of incorporation, or bylaws require the vote of a greater number of directors.   A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:   He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;   His dissent or abstention from the action taken is entered in the minutes of the meeting; or   He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a director who votes in favor of the action taken.      If a written agreement meeting the requirements of Code Section 14-2-731 provides that any directors shall have more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of directors.     (Code 1981, §14-2-824, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 5; Ga. L. 1995, p. 482, § 4.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B.J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1253 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 523 et seq.
GA Code § 14-2-832 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 3 - Standards of Conduct|§ 14-2-832. Liability for Unlawful Distributions

  A director who votes for or assents to a distribution made in violation of Code Section 14-2-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-2-640 or the articles of incorporation if it is established that he did not perform his duties in compliance with Code Section 14-2-830. In any proceeding commenced under this Code section, a director has all of the defenses ordinarily available to a director.   A director held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:   From every other director who could be held liable under subsection (a) of this Code section for the unlawful distribution; and   From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of Code Section 14-2-640 or the articles of incorporation.     A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under subsection (e) or (g) of Code Section 14-2-640.     (Code 1981, §14-2-831, enacted by Ga. L. 1988, p. 1070, § 1; Code 1981, §14-2-832, as redesignated by Ga. L. 1989, p. 946, § 33.)   Editor's notes.   - Ga. L. 1989, p. 946, § 33, effective July 1, 1989, renumbered former Code Section 14-2-831 as present Code Section 14-2-832.
GA Code § 14-2-840 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-2-840. Officers

  A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.   The board of directors may elect individuals to fill one or more offices of the corporation. A duly appointed officer may appoint one or more officers if authorized by the bylaws or the board of directors.   The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under subsections (a) of Code Sections 14-2-1601 and 14-2-1602.   The same individual may simultaneously hold more than one office in a corporation.     (Code 1981, §14-2-840, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2016, p. 225, § 1-7/SB 128.)    The 2016 amendment,  effective July 1, 2016, in subsection (b), added the first sentence and deleted "or assistant officers" following "more officers" in the second sentence; in subsection (c), substituted "shall assign" for "shall delegate" near the beginning, inserted "the" following "preparing", inserted "maintaining and" in the middle, and added "required to be kept under subsections (a) of Code Sections 14-2-1601 and 14-2-1602" at the end.   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1139 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 453. 19 C.J.S., Corporations, §§ 530, 551, 554, 557, 558.   ALR.    - Power of officer (or officers not acting as board of directors) to fix compensation of another officer, 72 A.L.R. 238.    Authority of corporate officer to employ agent or broker to sell property, 159 A.L.R. 796.
GA Code § 14-2-843 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-2-843. Resignation and Removal of Officers

  An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with the Secretary of State.   An officer may be removed at any time with or without cause by:   The board of directors;   The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or   Any other officer if authorized by the bylaws or the board of directors.       (Code 1981, §14-2-843, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 482, § 5; Ga. L. 1996, p. 1203, § 4; Ga. L. 2004, p. 508, § 16; Ga. L. 2016, p. 225, § 1-9/SB 128.)    The 2016 amendment,  effective July 1, 2016, in subsection (a), in the first sentence, substituted "notice to the corporation" for "notice in writing or by electronic transmission", and substituted "is delivered unless the notice specifies a future later effective time" for "is effective unless the notice specifies a future effective date" in the second sentence; and substituted the present provisions of subsection (b) for the former provisions, which read: "A board of directors may remove any officer at any time with or without cause. Unless the bylaws provide otherwise, any officer or assistant officer appointed by an authorized officer pursuant to subsection (b) of Code Section 14-2-840 may be removed at any time with or without cause by any officer having authority to appoint such officer or assistant officer."   Law reviews.   - For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1208 et seq., 1216 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 537 et seq.   ALR.    - When resignation of officer of private corporation becomes effective, 20 A.L.R. 367; 153 A.L.R. 1112.    Power of directors of private corporation to remove officers or fellow directors, 63 A.L.R. 776.    Removal by court of director or officer of private corporation, 124 A.L.R. 364.   Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 A.L.R.2d 965.
GA Code § 14-2-844 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-2-844. Contract Rights of Officers

  The appointment of an officer does not itself create contract rights.   An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.     (Code 1981, §14-2-844, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1291 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 539 et seq., 625, 627.   ALR.    - Construction of contract which fixes compensation of officer or employee with reference to dividends, 41 A.L.R. 871.    Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 A.L.R. 570.   Estoppel of stockholder to recover back or to secure restoration of compensation of corporate officers claimed to be exorbitant or unauthorized, 16 A.L.R.2d 467.   Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 A.L.R.2d 965.   Payment of premiums by corporation on corporate officer's life insurance policy as affecting right to policy, 56 A.L.R.3d 1086.
GA Code § 14-2-851 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 5 - Indemnification|§ 14-2-851. Authority to Indemnify

  Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:   Such individual conducted himself or herself in good faith; and   Such individual reasonably believed:   In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;   In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and   In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.       A director's conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.   The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.   A corporation may not indemnify a director under this Code section:   In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or   In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.       (Code 1981, §14-2-851, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 5; Ga. L. 1997, p. 143, § 14.)   Law reviews.   - For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007). For article, "When Do State Laws Determine ERISA Plan Benefit Rights?," see 47 J. Marshall L. Rev. 145 (2014).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1625 et seq.   ALR.   - Attorneys' fees and other expenses incident to controversy respecting internal affairs of corporation as charge against the corporation, 39 A.L.R.2d 580.   Insurance: construction of policy or bond indemnifying directors or officers of corporation for expenses incurred in defending actions brought against them in their capacity as such, 49 A.L.R.3d 1250.   Validity, construction, and effect of "regulatory exclusion" in directors' and officers' liability insurance policy, 21 A.L.R.5th 292.
GA Code § 14-2-852 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 5 - Indemnification|§ 14-2-852. Mandatory Indemnification

 A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.    (Code 1981, §14-2-852, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 5.)   Law reviews.   - For review of 1996 corporation, partnership, and association legislation, see 13 Ga. St. U. L. Rev. 70.   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1634.