reglab/housing_qa huggingface dataset:
GA Code § 14-11-310 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-310. Meetings

  Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager:   Meetings of managers may be called by any manager;   At least two days' notice of any meeting of managers shall be given by any manager calling the meeting;   Managers may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting.A manager participating in a meeting by this means is deemed to be present in person at the meeting;   A majority in number of managers shall constitute a quorum for a meeting of managers; and   The act of a majority of managers at a meeting of managers at which a quorum is present shall be required for managers to take action on any matter where a vote of managers is required.     Unless otherwise provided in the articles of organization or a written operating agreement:   Meetings of members may be called by at least 25 percent of the members;   At least two days' notice of all meetings of members shall be given by the members authorized to call meetings;   Members may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting.A member participating in a meeting by this means is deemed to be present in person at the meeting;   A majority of the members shall constitute a quorum for a meeting of members; and   Except as otherwise provided in this chapter, the act of a majority of members present at a meeting at which a quorum is present shall be required to take action on any matter where a vote of members is required.       (Code 1981, §14-11-310, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-311 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-311. Notice

 Except as otherwise provided in the articles of organization or a written operating agreement:    Notice shall be in writing unless oral notice is reasonable under the circumstances;   Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication;   Written notice to a person that is required by this title to maintain a registered agent and a registered office in this state may be, but is not required to be, addressed to its registered agent at its registered office;   Written notice, if in a comprehensible form, is effective at the earliest of the following:   When received, or when delivered, properly addressed, as permitted by paragraph (2) of this Code section or to the addressee's last known principal place of business or residence;   Five days, or such other period as shall be provided in the articles of organization or a written operating agreement, after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to a member or manager at the address shown in the limited liability company's current record of members or managers; or   On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee;     Oral notice is effective when communicated if communicated in a comprehensible manner;   In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted; and   If this chapter prescribes notice requirements for particular circumstances, those requirements govern.     (Code 1981, §14-11-311, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2000, p. 1589, § 3; Ga. L. 2009, p. 108, § 5/HB 308.)   Editor's notes.   - Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.
GA Code § 14-11-312 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-312. Waiver of Notice

 Except as otherwise provided in the articles of organization or a written operating agreement:    A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member or manager entitled to the notice, and be delivered to the limited liability company for inclusion in its records;   A member or manager's attendance at a meeting:   Waives objection to lack of notice or defective notice of the meeting, unless the member or manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and   Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member or manager objects to considering the matter when it is presented; and     Unless required by a written operating agreement, neither the business transacted nor the purpose of the meeting need be specified in the waiver.     (Code 1981, §14-11-312, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-313 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-313. Records and Information

 Except as otherwise provided in the articles of organization or a written operating agreement:    Each limited liability company shall keep at its principal office the following:   A current list of the name and last known address of each member and manager;   Copies of records that would enable a member to determine the relative voting rights, if any, of the members;   A copy of the articles of organization, together with any amendments thereto;   Copies of the limited liability company's federal, state, and local income tax returns, if any, for the three most recent years;   A copy of any operating agreement that is in writing, together with any amendments thereto; and   Copies of financial statements, if any, of the limited liability company for the three most recent years;     A member may:   At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours;   Obtain from time to time upon reasonable demand:   True and complete information regarding the state of the business and financial condition of the limited liability company;   Promptly after becoming available, a copy of the limited liability company's federal, state, and local income tax returns, if any, for each year; and   Other information regarding the affairs of the limited liability company as is just and reasonable; and       If the limited liability company refuses to permit the inspection authorized by paragraph (2) of this Code section, the member demanding inspection may apply to the superior court for the county in which the registered office of the limited liability company is located, upon such notice as the court may require, for an order directing the limited liability company to show cause why an order permitting such inspection by the applicant should not be granted.The court shall hear the parties summarily, by affidavit or otherwise, and if the limited liability company fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys' fees, as the court may deem just and proper.     (Code 1981, §14-11-313, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-314 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-314. Professional Relationships

 This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of those professional services. This chapter does not alter any law with respect to disregarding legal entities. The failure of a limited liability company to observe formalities relating to the exercise of its powers or the management of its business and affairs is not a ground for imposing personal liability on a member, manager, agent, or employee of the limited liability company for liabilities of the limited liability company.    (Code 1981, §14-11-314, enacted by Ga. L. 1993, p. 123, § 1.)   Law reviews.   - For annual survey on business associations, see 66 Mercer L. Rev. 15 (2014).
GA Code § 14-11-401 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-401. Contributions to Capital

 A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services.    (Code 1981, §14-11-401, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-402 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-402. Liability for Contribution

  Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31, a promise to make a contribution to the capital of a limited liability company is not enforceable unless it is set out in the articles of organization or a written operating agreement that is binding on the person to be charged or in another writing signed by that person.   Unless otherwise provided in the articles of organization or a written operating agreement, the obligation of a person to make a contribution to the capital of a limited liability company may be reduced or eliminated only with the unanimous consent of the members.   A written operating agreement may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure.Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his or her limited liability company interest to that of nondefaulting members, a forced sale of his or her limited liability company interest, forfeiture of his or her limited liability company interest, the lending by other members of the amounts necessary to meet his or her commitment, a fixing of the value of his or her limited liability company interest by appraisal or by formula and redemption or sale of his or her limited liability company interest at such value, or other penalty or consequence.     (Code 1981, §14-11-402, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-403 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-403. Allocation of Profits and Losses

 The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or in a written operating agreement.If the articles of organization or a written operating agreement does not so provide, profits and losses, and each item thereof, shall be allocated equally among the members.    (Code 1981, §14-11-403, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-404 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-404. Distributions

 A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, and at the times or upon the happening of the events, specified in the articles of organization or a written operating agreement, or as otherwise approved by all of the members.Subject to Code Section 14-11-405, distributions by a limited liability company to its members, both prior to and after the dissolution of the limited liability company, shall be shared among the members in the manner provided in the articles of organization or a written operating agreement.Subject to Code Section 14-11-405, if the articles of organization or a written operating agreement does not provide the manner in which distributions are to be shared, distributions shall be shared equally among the members.    (Code 1981, §14-11-404, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-405 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-405. Distributions Upon Event of Dissociation

  Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407, a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) of subsection (b) of Code Section 14-11-601) is entitled to receive, within a reasonable time after the occurrence of the event, the fair value of the member's interest in the limited liability company as of the date of such occurrence, but only if such event does not result in dissolution of the limited liability company.   Effective for limited liability companies formed on or after July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, a member with respect to which an event of dissociation occurs under Code Section 14-11-601.1 is not entitled to receive any payment by reason of such event and will become an assignee as to such limited liability company interest.     (Code 1981, §14-11-405, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 18; Ga. L. 1999, p. 822, § 1; Ga. L. 2002, p. 1235, § 3.)
GA Code § 14-11-406 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-406. Distributions in Kind

 Except as provided in the articles of organization or a written operating agreement:    A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and   No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds a percentage that is equal to the percentage in which the member shares in distributions from the limited liability company.     (Code 1981, §14-11-406, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-407 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-407. Restrictions on Making Distributions

  No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution:   The limited liability company would not be able to pay its debts as they become due in the usual course of business; or   The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or a written operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights, if any, of other members upon dissolution that are superior to the rights of the member receiving the distribution.     The limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this Code section either on:   Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or   A fair valuation or other method that is reasonable under the circumstances.     Except as provided in subsection (e) of this Code section, the effect of a distribution under subsection (a) of this Code section is measured:   In the case of distribution by purchase, redemption, or other acquisition of a limited liability company interest, as of the earlier of:   The date money or other property is transferred or debt incurred by the limited liability company; or   The date the member ceases to be a member with respect to the acquired limited liability company interest;     In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and   In all other cases, as of:   The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or   The date the payment is made if it occurs more than 120 days after the date of authorization.       A limited liability company's indebtedness incurred by reason of a distribution made in accordance with this Code section is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement or except to the extent secured.   Indebtedness of a limited liability company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations made under subsection (a) of this Code section if its terms provide that payment of principal and interest is to be made only if, and to the extent that, payment of a distribution to members could then be made under this Code section, and if such indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.     (Code 1981, §14-11-407, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-408 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-408. Liability Upon Wrongful Distribution

  A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305).   Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:   From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and   From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407.     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 is measured under Code Section 14-11-407.     (Code 1981, §14-11-408, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 6/HB 308.)
GA Code § 14-11-409 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 4 - Finance|§ 14-11-409. Right to Distribution

 At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.    (Code 1981, §14-11-409, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-501 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 5 - Limited Liability Company Interests; Admission of Members|§ 14-11-501. Nature of Limited Liability Company Interest

  A limited liability company interest is personal property.A member has no interest in specific limited liability company property.   An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certificate issued by the limited liability company.     (Code 1981, §14-11-501, enacted by Ga. L. 1993, p. 123, § 1.)