reglab/housing_qa huggingface dataset:
GA Code § 46-3-296 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-296. Quorum of Directors; Action by Majority Vote; Conducting of Meetings of Board or Committees by Conference Calls

  Unless the articles of incorporation or the bylaws provide that a different number shall constitute a quorum, a majority of the number of directors fixed by the bylaws or fixed by the procedure set forth in the bylaws, or, in the absence of such bylaw provisions, then a majority of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business. In no case shall less than one-third of the total number of directors nor less than two directors constitute a quorum.   The vote of a majority of the directors present and voting at the time of the vote, if a quorum is present at such time, shall be the act of the board of directors unless the vote of a greater number is required by the articles of incorporation or the bylaws.   Unless the articles of incorporation or bylaws otherwise provide, members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.    (Ga. L. 1937, p. 644, § 11; Ga. L. 1950, p. 233, § 1; Ga. L. 1975, p. 783, § 1; Code 1933, § 34C-607, enacted by Ga. L. 1981, p. 1587, § 1.)
GA Code § 46-3-297 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-297. Executive Committee and Other Committees

  Unless prohibited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each consisting of two or more directors and each of which, to the extent provided in such resolution or in the articles of incorporation or the bylaws of the electric membership corporation, shall have and may exercise all the authority of the board of directors; but no such committee shall have the authority of the board of directors in reference to:   Amending the articles of incorporation or the bylaws of the electric membership corporation;   Adopting a plan of merger or consolidation;   The sale, lease, exchange, or other disposition of all or substantially all the property and assets of the electric membership corporation; or   A voluntary dissolution of the electric membership corporation or a revocation thereof.     The board, by resolution adopted in accordance with subsection (a) of this Code section, may designate one or more directors as alternate members of any such committee, which directors may act in the place and stead of any absent member or members at any meeting of such committee.   Unless otherwise provided in the articles of incorporation or the bylaws or unless ordered by the board of directors, any such committee shall act by a majority of its members.   The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed by law.   Nothing in this Code section shall be construed to invalidate any executive committee or other committee validly created under the electric membership corporation law of this state existing on July 1, 1981.    (Ga. L. 1937, p. 644, § 12; Code 1933, § 34C-608, enacted by Ga. L. 1981, p. 1587, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1470, 1471, 1473, 1474, 1507, 1508, 1510-1512, 1519, 1520.   C.J.S.   - 19 C.J.S., Corporations, § 466.
GA Code § 46-3-298 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-298. Place, Time, and Notice of Directors' Meetings; Waiver of Notice; Adjournment of Meetings; Notice of Adjournment; Manner of Calling Meetings

  Unless the articles of incorporation or bylaws otherwise provide, meetings of the board of directors, whether regular or special, may be held either within or outside of this state. The time and place for holding meetings of the board of directors may be fixed by or under the bylaws or, if not so fixed, by the board.   Regular meetings of the board of directors may be held with or without notice, as prescribed in the articles of incorporation or bylaws or in a standing resolution of the board of directors. Special meetings of the board of directors may be held upon such notice as is prescribed in the articles of incorporation or the bylaws. Unless otherwise prescribed in the articles of incorporation or bylaws, written notice of the time and place of special meetings of the board of directors shall be given to each director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting.   Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any such objection or objections to the transaction of business.   Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the articles of incorporation or bylaws.   A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the articles of incorporation or bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.   Meetings of the board of directors may be called by the chairman of the board, by the president, by 25 percent of the directors then in office, or by any other person or persons authorized by the articles of incorporation or bylaws.    (Code 1933, § 34C-609, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1982, p. 3, § 46.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1446-1450, 1464-1467, 1470, 1471, 1473-1479.   C.J.S.   - 19 C.J.S., Corporations, §§ 463, 464.
GA Code § 46-3-299 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-299. Action by Directors Without a Meeting

 Unless otherwise provided by the articles of incorporation or bylaws, any action required by this article to be taken at a meeting of the directors of an electric membership corporation or any action which may be taken at a meeting of the directors or of a committee may be taken without a meeting if written consent setting forth the action so taken is signed by all the directors or by all of the members of the committee, as the case may be, and is filed with the minutes of the proceedings of the board or the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State under this article.   (Code 1933, § 34C-610, enacted by Ga. L. 1981, p. 1587, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1345, 1475, 1483-1487, 1490, 1491.
GA Code § 46-3-300 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-300. Dissent by a Director

 A director of an electric membership corporation who is present at a meeting of the electric membership corporation's board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless:    He votes against such action if a vote is taken; and   His dissent is entered in the minutes of the meeting, or he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or he forwards such dissent by registered or certified mail or statutory overnight delivery to the secretary of the electric membership corporation within 48 hours after the adjournment of the meeting.    (Code 1933, § 34C-615, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 2000, p. 1589, § 3.)   Editor's notes.   - Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to paragraph (2) is applicable with respect to notices delivered on or after July 1, 2000.   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1311, 1335, 1337, 1339, 1340, 1848, 1849, 1855-1857, 1866, 1876.
GA Code § 46-3-301 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-301. Election or Appointment of Officers Generally

  The board of directors shall elect or appoint a president, a secretary, and a treasurer. Other officers may be elected or appointed either by the board or as may be provided in the articles of incorporation or bylaws. Any two or more offices may be held by the same person, except the offices of president and secretary.   The articles of incorporation or bylaws may provide that all officers or specified officers shall be elected by the members instead of by the board.   Unless otherwise provided in the articles of incorporation, bylaws, or resolution of the board, all officers shall be elected or appointed for a term of office running until the meeting of the board following the next annual meeting of members or, in the case of officers elected by the members, until the next annual meeting of members.   Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, or death.   All officers and agents of an electric membership corporation, as between themselves and the electric membership corporation, shall have such authority and perform such duties in the management of the electric membership corporation as may be provided in the articles of incorporation or bylaws or as may be determined by action of the board not inconsistent with the articles of incorporation and bylaws.   When the directors are deadlocked, the president shall have authority to institute or defend legal proceedings other than an action seeking appointment of a provisional director.   No electric membership corporation shall be relieved of its liability to any third person for the acts of its officers by reason of any limitations upon the power of the officer which are not known to such third person, whether such limitations are contained in the articles of incorporation, the bylaws, or elsewhere.    (Ga. L. 1937, p. 644, § 11; Ga. L. 1950, p. 233, § 1; Ga. L. 1975, p. 783, § 1; Code 1933, § 34C-611, enacted by Ga. L. 1981, p. 1587, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1349-1352, 1360-1363, 1381.   C.J.S.   - 19 C.J.S., Corporations, §§ 443, 458.
GA Code § 46-3-302 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-302. Removal of Officers; Filling of Vacancies

  Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the best interests of the electric membership corporation will be served thereby.   An officer or agent elected by the members may be removed only by vote of the members unless the members shall have authorized the board to remove such officer or agent; but the authority of such officer or agent to act for the electric membership corporation may be suspended by the board for cause.   Any officer or agent appointed otherwise than by the board of directors or by the members may be removed with or without cause at any time by any officer having authority to appoint, except as may be otherwise provided in the articles of incorporation or bylaws, whenever such officer in his absolute discretion shall consider that the best interests of the electric membership corporation will be served thereby.   Removal as provided in this Code section shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.   Any vacancy, however occurring, in any office may be filled by the board of directors unless the articles of incorporation or bylaws shall have expressly reserved such power to the members.    (Code 1933, § 34C-612, enacted by Ga. L. 1981, p. 1587, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 1400.
GA Code § 46-3-304 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-304. Actions Against Directors and Officers

  An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of an electric membership corporation to procure for the benefit of the electric membership corporation a judgment for the following relief:   To compel the defendant to account for his official conduct, or any other relief called for by his official conduct, in the following cases:   The neglect of, failure to perform, or other violation of his duties to the electric membership corporation, or violations of his duties in regard to disposition of corporate assets committed to his charge;   The acquisition by him, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of his duties; or   The appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;     To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful corporate transaction, where there is sufficient evidence that it will be made;   To set aside an unlawful conveyance, assignment, or transfer of corporate assets, where the transferee knew of its unlawfulness and is made a party to the action.     An action may be brought for the relief provided in this Code section by the electric membership corporation, or a receiver, trustee in bankruptcy, officer, director, or judgment creditor thereof, or by a member in accordance with Code Section 46-3-272, relating to derivative actions.   No action shall be brought for the relief provided in this Code section more than four years from the time the cause of action accrued.   This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.    (Code 1933, § 34C-614, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1984, p. 22, § 46.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1695, 1700, 1701, 1703-1707, 1712-1720, 1726-1737, 1739-1745, 1817, 1819, 1820-1831, 1833, 1835-1854.
GA Code § 46-3-305 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 6 - Directors and Officers|§ 46-3-305. Interested Directors and Officers

  No contract or transaction between an electric membership corporation and one or more of its directors or officers, or between an electric membership corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall give rise to an award of damages or other sanctions or be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because any of their votes are counted for such purpose, if:   The material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or   The material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the members, and the contract or transaction is specifically approved or ratified in good faith by vote of such members; or   The contract or transaction is fair as to the electric membership corporation as of the time it is authorized, approved, or ratified by the board, a committee thereof, or the members.     Interested directors may be counted in determining the presence of a quorum at a meeting of the board or committee thereof which authorizes the contract or transaction.    (Code 1933, § 34C-616, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 2020, p. 85, § 5/SB 373.)    The 2020 amendment,  effective July 1, 2020, in the introductory text of subsection (a), inserted "give rise to an award of damages or other sanctions or" and substituted "any of" for "his or"; and inserted "or her" near the beginning of paragraphs (a)(1) and (a)(2).   Editor's notes.   - Ga. L. 2020, p. 85, § 6/SB 373, not codified by the General Assembly, provides that: "This Act shall apply only to causes of action arising on or after July 1, 2020."   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 1732-1737, 1739-1745.   C.J.S.   - 19 C.J.S., Corporations, §§ 519, 520.
GA Code § 46-3-320 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 7 - Organization of Electric Membership Corporations|§ 46-3-320. Number of Incorporators; Age Requirement

 One or more persons may act as incorporator or incorporators of an electric membership corporation to be formed under this article. Any natural person acting as incorporator shall be at least 18 years of age.   (Ga. L. 1937, p. 644, § 5; Ga. L. 1980, p. 72, § 2; Code 1933, § 34C-701, enacted by Ga. L. 1981, p. 1587, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, §§ 189, 190. 27A Am. Jur. 2d, Energy and Power Sources, § 26.   C.J.S.   - 18 C.J.S., Corporations, §§ 30, 67-97. 29 C.J.S., Electricity, § 10.
GA Code § 46-3-321 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 7 - Organization of Electric Membership Corporations|§ 46-3-321. Signing of Articles of Incorporation; Contents of Articles of Incorporation

  The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth:   The name of the electric membership corporation;   That the electric membership corporation is organized pursuant to this article;   The period of duration, which shall be perpetual unless otherwise limited;   The purpose or purposes for which the electric membership corporation is organized;   The address of its initial registered office and the name of its initial registered agent at such address;   The number of directors constituting the initial board of directors and the name and address of each person who is to serve as a member thereof; and   The name and address of each incorporator.     The articles of incorporation may, as a matter of election, also set forth:   Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation;   Any provision which under this chapter is required or permitted to be set forth in the bylaws; any such provision set forth in the articles of incorporation need not be set forth in the bylaws; and     A provision eliminating or limiting the personal liability of a director to the electric membership corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:   For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;   For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or   For any transaction from which the director derived an improper personal benefit.     No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.        (Ga. L. 1937, p. 644, § 6; Ga. L. 1980, p. 72, § 3; Code 1933, § 34C-702, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1988, p. 1451, § 3.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, §§ 199, 202-209, 211, 213, 214.   C.J.S.   - 18 C.J.S., Corporations, §§ 33-40.
GA Code § 46-3-323 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 7 - Organization of Electric Membership Corporations|§ 46-3-323. Effect of Issuance of Certificate of Incorporation

 The certificate of incorporation issued by the Secretary of State shall be conclusive evidence that the electric membership corporation has been incorporated under this article, except as against this state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the electric membership corporation.   (Code 1933, § 34C-704, enacted by Ga. L. 1981, p. 1587, § 1; Ga. L. 1992, p. 6, § 46.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, §§ 67-72, 260-272, 2914-2920.   C.J.S.   - 18 C.J.S., Corporations, §§ 37, 45-61.
GA Code § 46-3-324 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 3 - Electrical Service|Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives|Part 7 - Organization of Electric Membership Corporations|§ 46-3-324. Organization Meeting of Directors

 After the corporate existence has begun, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or outside of this state, at the call of any incorporator, for the purpose of adopting bylaws, electing officers, and transacting such other business as properly may come before the meeting. The incorporator or incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.   (Code 1933, § 34C-705, enacted by Ga. L. 1981, p. 1587, § 1.)