reglab/housing_qa huggingface dataset:
GA Code § 14-2-1020 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 14-2-1020. Amendment by Board of Directors or Shareholders

  A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws unless:   The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or   The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.     A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of Code Section 14-2-728 or adopt a bylaw changing the plurality standard for the election of directors set forth in such subsection.   A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders.   A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section 14-2-732.   Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation's shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation's shares.     (Code 1981, §14-2-1020, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 12; Ga. L. 2000, p. 1567, § 9; Ga. L. 2008, p. 253, § 5/SB 436.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For note on 2000 amendment of O.C.G.A. § 14-2-1020, see 17 Ga. St. U. L. Rev. 46 (2000).   RESEARCH REFERENCES   ALR.    - Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 A.L.R. 1374.
GA Code § 14-2-1021 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 14-2-1021. Bylaw Increasing Quorum or Voting Requirement for Shareholders

  Except as provided in subsection (b) of Code Section 14-2-1020, a bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter shall remain valid until amended or repealed as provided in subsection (b) of this Code section.   Except as provided in Code Section 14-2-1020, 14-2-1113, or 14-2-1133, a bylaw adopted by the shareholders that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this Code section shall not be adopted, amended, or repealed by the board of directors.     (Code 1981, §14-2-1021, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 48; Ga. L. 1990, p. 257, § 14; Ga. L. 1993, p. 1231, § 13; Ga. L. 2008, p. 253, § 6/SB 436.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008).   RESEARCH REFERENCES   ALR.    - Stockholders required for quorum or vote as determined by number of stockholders or number of shares, 63 A.L.R. 1106.   Validity, construction, and effect of provision in charter or bylaw requiring supermajority vote, 80 A.L.R.4th 667.
GA Code § 14-2-1022 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 14-2-1022. Bylaw Increasing Quorum or Voting Requirement for Directors

  Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors:   May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or   May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.     A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.     (Code 1981, §14-2-1022, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991).   RESEARCH REFERENCES   ALR.   - Validity, construction, and effect of provision in charter or bylaw requiring supermajority vote, 80 A.L.R.4th 667.
GA Code § 14-2-1105 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 11 - Merger and Share Exchange|Part 1 - Merger and Share Exchange|§ 14-2-1105. Articles or Certificate of Merger or Share Exchange

  After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:   The plan of merger or share exchange;   If shareholder approval was not required, a statement to that effect; and   If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.     In lieu of filing articles of merger or share exchange that set forth the plan of merger or share exchange, the surviving or acquiring corporation may file a certificate of merger or share exchange which sets forth:   The name and state of incorporation of each corporation which is merging or engaging in a share exchange and, in the case of a merger, the name of the surviving corporation into which each other corporation is merging;   In the case of a merger, any amendments to the articles of incorporation of the surviving corporation;   That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or exchanging corporation, stating the address thereof;   That a copy of the plan of merger or share exchange will be furnished by the surviving or exchanging corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger or whose shares are involved in the share exchange;   If shareholder approval was not required, a statement to that effect; and   If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.     Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles or certificate of merger or share exchange is filed.     (Code 1981, §14-2-1105, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 50; Ga. L. 1990, p. 257, § 15.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2232.   C.J.S.   - 19 C.J.S., Corporations, § 894 et seq.
GA Code § 14-2-1111 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 11 - Merger and Share Exchange|Part 2 - Fair Price Requirements|§ 14-2-1111. Additional Business Combination Approval

 In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:    Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or   Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.     (Code 1981, §14-2-1111, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1113 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 11 - Merger and Share Exchange|Part 2 - Fair Price Requirements|§ 14-2-1113. Requirements Inapplicable Unless Specifically in Corporate Bylaw; Repeal of Bylaw; Applicability of Code Section 14-2-1111

  The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements are applicable to the corporation. Such a bylaw may be adopted at any time in the manner provided in this chapter and shall apply to any business combination approved or recommended by the board of directors after the date of the bylaw's adoption. Such a bylaw shall be irrevocable except as provided in subsection (b) of this Code section. Neither the adoption nor the failure to adopt such a bylaw shall constitute grounds for any cause of action against any of the directors of the corporation.   Any bylaw adopted as provided in subsection (a) of this Code section may only be repealed by the affirmative vote of at least two-thirds of the continuing directors and a majority of the votes entitled to be cast by voting shares of the corporation, other than shares beneficially owned by any interested shareholder and affiliates and associates of any interested shareholder, in addition to any other vote required by the articles of incorporation or bylaws to amend the bylaws. Once the bylaw has been repealed in accordance with this subsection, the corporation shall not thereafter be entitled to adopt the bylaw in accordance with subsection (a) of this Code section.   The requirement of Code Section 14-2-1111 shall never apply to business combinations with an interested shareholder or its affiliates if, during the three-year period immediately preceding the consummation of the business combination, the interested shareholder has not at any time during such period:   Ceased to be an interested shareholder; or   Increased its percentage ownership of any class or series of common or preferred shares of the corporation by more than 1 percent in any 12 month period.     Nothing contained in this part shall be deemed to limit in any manner a corporation's right to include in its articles of incorporation or bylaws any provision regarding the approval of business combinations which would not otherwise be prohibited by this article.     (Code 1981, §14-2-1113, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1301 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 1 - Right to Dissent and Obtain Payment for Shares|§ 14-2-1301. Definitions

 As used in this article, the term:    "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.   "Corporate action" means the transaction or other action by the corporation that creates dissenters' rights under Code Section 14-2-1302.   "Corporation" means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.   "Dissenter" means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the manner required by Code Sections 14-2-1320 through 14-2-1327.   "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.   "Interest" means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.   "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.   "Shareholder" means the record shareholder or the beneficial shareholder.     (Code 1981, §14-2-1301, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 16.)   Law reviews.   - For article, "Going Private Through Stock Reclassification," see 15 (No. 7) Ga. St. B. J. 14 (2010).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 2151 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 896 et seq.   ALR.    - Status of owners of nonregistered stock as "stockholders" within state statute relating to merger or consolidation or reorganization of corporation, or sale of its entire assets, 158 A.L.R. 983.   Conclusiveness of statement or decision of accountant or similar third person under contract between others requiring property to be valued by him, 50 A.L.R.2d 1268.   Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like, 48 A.L.R.3d 430.   Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.
GA Code § 14-2-1303 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 1 - Right to Dissent and Obtain Payment for Shares|§ 14-2-1303. Dissent by Nominees and Beneficial Owners

 A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this Code section are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.    (Code 1981, §14-2-1303, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2192 et seq.   ALR.    - Status of owners of nonregistered stock as "stockholders" within state statute relating to merger or consolidation or reorganization of corporation, or sale of its entire assets, 158 A.L.R. 983.
GA Code § 14-2-1320 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1320. Notice of Dissenters' Rights

  If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.   If corporate action creating dissenters' rights under Code Section 14-2-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-2-1322 no later than ten days after the corporate action was taken.     (Code 1981, §14-2-1320, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 17.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 833.
GA Code § 14-2-1321 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1321. Notice of Intent to Demand Payment

  If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record shareholder who wishes to assert dissenters' rights:   Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated; and   Must not vote his shares in favor of the proposed action.     A record shareholder who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his shares under this article.     (Code 1981, §14-2-1321, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 2192 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 900 et seq.   ALR.   - Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.
GA Code § 14-2-1322 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1322. Dissenters' Notice

  If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Code Section 14-2-1321.   The dissenters' notice must be sent no later than ten days after the corporate action was taken and must:   State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;   Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;   Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and   Be accompanied by a copy of this article.       (Code 1981, §14-2-1322, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 833.   ALR.   - Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.
GA Code § 14-2-1323 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1323. Duty to Demand Payment

  A record shareholder sent a dissenters' notice described in Code Section 14-2-1322 must demand payment and deposit his certificates in accordance with the terms of the notice.   A record shareholder who demands payment and deposits his shares under subsection (a) of this Code section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.   A record shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this article.     (Code 1981, §14-2-1323, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 2192.   C.J.S.   - 19 C.J.S., Corporations, § 900 et seq.
GA Code § 14-2-1324 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1324. Share Restrictions

  The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326.   The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.     (Code 1981, §14-2-1324, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1325 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1325. Offer of Payment

  Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.   The offer of payment must be accompanied by:   The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;   A statement of the corporation's estimate of the fair value of the shares;   An explanation of how the interest was calculated;   A statement of the dissenter's right to demand payment under Code Section 14-2-1327; and   A copy of this article.     If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.     (Code 1981, §14-2-1325, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 59; Ga. L. 1993, p. 1231, § 18.)   Law reviews.   - For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).   RESEARCH REFERENCES   ALR.    - Construction and effect of provision for payment to dissenting shareholders in statute relating to merger, consolidation, or reorganization of banks or other corporations, 162 A.L.R. 1237; 174 A.L.R. 960.   Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like, 48 A.L.R.3d 430.   Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like - equitable remedy of quasi-appraisal, 17 A.L.R.7th 6.
GA Code § 14-2-1326 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1326. Failure to Take Action

  If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.   If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Code Section 14-2-1322 and repeat the payment demand procedure.     (Code 1981, §14-2-1326, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 20.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 786.