reglab/housing_qa huggingface dataset:
GA Code § 7-1-511 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-511. Proposal and Adoption of Amendments

  An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders.   The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required under Code Section 7-1-6.   Except as provided in subsections (d) and (e) of this Code section, adoption of each amendment shall require the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon and, if any class is entitled to vote thereon as a class, of the holders of at least a majority of the outstanding shares of such class.   If a proposed amendment would:   Make any change in the preferences, redemption provisions, qualifications, limitations, restrictions, or special or relative rights of the shares of any class adverse to such class;   Increase or decrease the par value of the shares of any class;   Increase the authorized number of shares of any class;   Limit or deny the existing preemptive rights of the shares of any class; or   Authorize a new class of shares or increase the number of authorized shares of any class, senior or superior in any respect to the shares of any class previously authorized,  the holders of the outstanding shares of such class shall be entitled to vote as a class on such amendment regardless of any limitation stated in the articles on the voting rights of such class.      Any amendment for the purposes set forth in paragraph (7) of subsection (a) of Code Section 7-1-510 shall require for its adoption the affirmative vote of at least two-thirds of all the shares entitled to vote thereon or of each class entitled to vote thereon where voting by class is required.    (Ga. L. 1917, p. 81, § 2; Ga. L. 1919, p. 135, art. 9, §§ 1, 2; Ga. L. 1920, p. 102, § 1; Ga. L. 1927, p. 344, § 6; Code 1933, §§ 13-1001, 13-1002, 13-2101, 109-402, 109-507; Ga. L. 1943, p. 249, § 2; Ga. L. 1953, Jan.-Feb. Sess., p. 240, § 1; Ga. L. 1957, p. 501, § 1; Ga. L. 1963, p. 550, § 1; Ga. L. 1965, p. 501, § 2; Ga. L. 1966, p. 463, § 2; Ga. L. 1966, p. 692, § 29; Ga. L. 1968, p. 1045, §§ 1, 2; Code 1933, § 13-1201, enacted by Ga. L. 1969, p. 964, § 1; Ga. L. 1972, p. 727, §§ 3, 4; Code 1933, § 41A-2302, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1999, p. 674, § 10.)   RESEARCH REFERENCES   C.J.S.   - 9 C.J.S., Banks and Banking, § 34.
GA Code § 7-1-512 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-512. Execution, Contents, Filing, and Effect of Articles of Amendment

  Upon the adoption of an amendment, articles of amendment shall be signed by two duly authorized officers of the bank or trust company under its seal and shall contain:   The name of the bank or trust company;   The street address and county of its main office;   Whether it was incorporated with banking or trust powers or both;   The time and place of the meeting of shareholders at which the shareholders approved the resolution of the board of directors, as originally proposed or as amended, and the kind and period of notice given to the shareholders;   The number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote as a class, the number of shares of each such class;   The number of shares voted for and against the amendment and, if shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the amendment; and   The amendment adopted, which shall be set forth in full.     The articles of amendment shall be filed with the department together with:   The fee required by Code Section 7-1-862; and   As soon as possible, a publisher's affidavit as proof of publication of the advertisement required by Code Section 7-1-513.     The filing of articles of amendment shall constitute an application for a certificate of amendment. If the articles of amendment involve a change in the name of a bank or trust company, it shall reserve the proposed new name under the procedures of Code Section 7-1-131.    (Code 1933, § 41A-2303, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 30; Ga. L. 1981, p. 1366, § 15; Ga. L. 1983, p. 602, § 13; Ga. L. 1989, p. 1257, § 9; Ga. L. 1998, p. 795, § 22; Ga. L. 2015, p. 344, § 11/HB 184.)   RESEARCH REFERENCES   C.J.S.   - 9 C.J.S., Banks and Banking, § 34.
GA Code § 7-1-513 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-513. Certification of Articles of Amendment; Delivery to Bank or Trust Company; Publication of Notice

 When the articles of amendment are filed, the department shall certify one of the copies thereof and deliver the same to the bank or trust company. The bank or trust company shall cause to be published in a publication as specified in the rules, regulations, or written policies of the department a copy of the articles of amendment or, in lieu thereof, a statement in substantially the following form: NOTICE OF AMENDMENT An application for a certificate of amendment of its articles of incorporation has been made by (name of bank or trust company) by filing such application with the Department of Banking and Finance in accordance with the applicable provisions of Chapter 1 of Title 7 of the Official Code of Georgia Annotated, known as the "Financial Institutions Code of Georgia." The (purpose) (purposes) of said articles of amendment (is) (are) (state the purpose of each amendment affected by the articles of amendment).   The articles of amendment or the statement must be published once a week for two consecutive weeks with the first publication occurring within ten days of receipt by the newspaper of the articles of amendment or statement.   (Ga. L. 1919, p. 135, art. 9, §§ 3, 4; Code 1933, §§ 13-1003, 13-1004; Ga. L. 1966, p. 692, §§ 30, 31; Code 1933, § 41A-2304, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 31; Ga. L. 1989, p. 1257, § 10; Ga. L. 1998, p. 795, § 23.)
GA Code § 7-1-514 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-514. Approval or Disapproval of Articles of Amendment

  Upon receipt of the articles of amendment, the department shall conduct such investigation as it may deem necessary to determine:   That the articles of amendment and supporting items satisfy the requirements of this chapter;   Where the amendment would grant new powers or status to a bank or trust company, that the criteria for the granting of such powers or status as an original matter have been satisfied;   Where the amendment decreases the capital stock of the institution, that the remaining capital stock will be adequate to support its anticipated banking or trust business;   Where the amendment provides for a change to a new location, that the criteria for establishing a banking office at the new location have been satisfied; and   That the interests of the shareholders, depositors, and the public will not be impaired by the amendment.     Within 60 days after receipt of the articles of amendment, the department, in its discretion, shall approve or disapprove the articles of amendment on the basis of its investigation and criteria set forth in subsection (a) of this Code section. If the department shall approve the articles of amendment, it shall deliver its written approval to the Secretary of State with a copy of the amendment attached and notify the bank or trust company of its action. If the department shall disapprove the articles of amendment, it shall give written notice to the bank or trust company and shall furnish to the bank or trust company a statement generally setting out the unfavorable factors influencing its decision. The decision of the department shall be conclusive, except that it may be subject to judicial review as provided in Code Section 7-1-90.    (Ga. L. 1919, p. 135, art. 9, § 5; Code 1933, § 13-1005; Ga. L. 1966, p. 590, § 4; Ga. L. 1966, p. 692, § 32; Ga. L. 1968, p. 1045, § 4; Code 1933, § 41A-2305, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 1257, § 11; Ga. L. 1999, p. 674, § 11.)   OPINIONS OF THE ATTORNEY GENERAL   Notice must be unqualified.   - Notice required under former Code 1933, § 41A-2305 must unqualifiedly state approval or disapproval by the Department of Banking and Finance of proposed articles of amendment in the form in which they are submitted and the department may not in the department's approval modify articles or otherwise condition the department's approval on a particular method of operation under approved articles; any attempt to qualify the department's approval is beyond the jurisdiction of the department and therefore void. 1975 Op. Att'y Gen. No. 75-126.   RESEARCH REFERENCES   C.J.S.   - 9 C.J.S., Banks and Banking, § 34.
GA Code § 7-1-515 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-515. Issuance of Certificate of Amendment

 If all the fees and charges required by law have been paid and, in the case of a change of name, if the proposed new name of the bank or trust company continues to be reserved or is available on the records of the Secretary of State, upon the receipt by the Secretary of State of the written approval of the department and of proof of publication of the amendments as required by Code Section 7-1-513, the Secretary of State shall immediately issue to the bank or trust company a certificate of amendment and shall retain a copy thereof along with the approved articles of amendment, the written approval of the department, and the proof of publication.   (Ga. L. 1919, p. 135, art. 9, § 7; Code 1933, § 13-1007; Ga. L. 1966, p. 692, § 34; Code 1933, § 41A-2306, enacted by Ga. L. 1974, p. 705, § 1.)
GA Code § 7-1-516 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 13 - Amendment of Articles|§ 7-1-516. Effect of Certificate of Amendment

  As of the issuance of the certificate of amendment by the Secretary of State, each amendment shall become effective and the articles shall be deemed to be amended accordingly.   The certificate of amendment shall be conclusive evidence of the performance of all conditions required by this chapter for amendment of articles, except as against the state.   No amendment shall affect any existing cause of action in favor of or against the bank or trust company, any pending action in which the bank or trust company is a party, or existing rights of persons other than shareholders. If the amendment changes the name of the bank or trust company, no action by or against the institution shall be abated for that reason.    (Code 1933, § 41A-2307, enacted by Ga. L. 1974, p. 705, § 1.)
GA Code § 7-1-533 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 14 - Merger and Consolidation of State Banks and Trust Companies|§ 7-1-533. Additional Filings With Department

 The parties to the plan shall also file with the department:    An application and information desired by the department in order to evaluate the proposed merger, share exchange, or consolidation, which shall be made available in the form specified by the department;   Applicable fees established by regulation of the department to defray the expenses of the investigation required by Code Section 7-1-534; and   If the merger, share exchange, or consolidation involves the adoption of a new name, a certificate of the Secretary of State reserving said name under Code Section 7-1-131.    (Ga. L. 1919, p. 135, art. 13, §§ 2, 3; Code 1933, § 13-1404; Code 1933, § 41A-2404, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1978, p. 1717, § 6; Ga. L. 1989, p. 1257, § 13; Ga. L. 1995, p. 673, § 20; Ga. L. 2007, p. 502, § 7/SB 70.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 10 Am. Jur. 2d, Banks and Financial Institutions, § 234.   C.J.S.   - 9 C.J.S., Banks and Banking, §§ 158 et seq., 657.
GA Code § 7-1-535 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 14 - Merger and Consolidation of State Banks and Trust Companies|§ 7-1-535. Federal Approval or Disapproval; Issuance of Certificate of Merger, Share Exchange, or Consolidation

  If the laws of the United States require the approval of the merger, share exchange, or consolidation by any federal agency, the department may elect to not act on the application until it receives notice of the decision of such agency.   If all the taxes, fees, and charges required by law shall have been paid and if the name of the resulting bank or trust company in a merger or consolidation continues to be reserved or is available on the records of the Secretary of State, upon receipt of the written approval of the department, the Secretary of State shall issue to the resulting bank or trust company or the acquiring corporation in a share exchange a certificate of merger, share exchange, or consolidation with the approved articles of merger or consolidation attached thereto and shall retain a copy of such certificate, articles, and approval by the department.    (Ga. L. 1922, p. 63, § 1; Code 1933, § 13-1403; Ga. L. 1972, p. 727, § 7; Code 1933, § 41A-2406, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1978, p. 1717, § 7; Ga. L. 2007, p. 502, § 9/SB 70; Ga. L. 2021, p. 323, § 11/HB 111.)    The 2021 amendment,  effective July 1, 2021, rewrote subsection (a), which read: "If the laws of the United States require the approval of the merger, share exchange, or consolidation by any federal agency, the department may, at its option, after its approval, retain its notice to the Secretary of State until it receives notice of the decision of such agency. If such agency shall refuse to give its approval, the department may, at its option, notify the parties to the plan that the department's approval has been rescinded for that reason. If such agency gives its approval, the department shall deliver its written approval to the Secretary of State for issuance of a certificate of merger, share exchange, or consolidation by the Secretary of State and shall notify the parties to the plan."
GA Code § 7-1-537 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 14 - Merger and Consolidation of State Banks and Trust Companies|§ 7-1-537. Rights of Dissenting Shareholders; Surrender of Certificates

  A shareholder of a bank or trust company which is a party to a plan of proposed merger, share exchange, or consolidation under this part who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14, known as the "Georgia Business Corporation Code."   The bank or trust company into which the other or others have been merged or consolidated, or the acquiring corporation in a share exchange, as the case may be, shall have the right to require the return of the original certificates of stock held by each shareholder in each or either of the institutions and in lieu thereof:   To issue to each shareholder new certificates for such number of shares of the institution into which the others shall have been merged or consolidated or of the acquiring corporation in a share exchange; or   To cause to be paid or delivered to each shareholder the amount of cash or securities of any other corporation or combination of cash and such securities as, under the plan of merger, share exchange, or consolidation, the said shareholder may be entitled to receive.      (Ga. L. 1919, p. 135, art. 13, §§ 4, 6; Code 1933, § 13-1405; Ga. L. 1973, p. 278, § 2; Code 1933, § 41A-2408, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 946, § 68; Ga. L. 1989, p. 1257, § 15; Ga. L. 2007, p. 502, § 11/SB 70.)   Editor's notes.   - The amendment to this Code section by Ga. L. 1989, p. 946, § 68, was superseded by the amendment by Ga. L. 1989, p. 1257, § 15, which was enacted later.   Law reviews.   - For survey article on business associations, see 34 Mercer L. Rev. 13 (1982).   JUDICIAL DECISIONS    Former Code Section14-2-251 (see now O.C.G.A. § 14-2-1320 et seq.) and O.C.G.A. § 7-1-537 make no provision for conditional dissent by a shareholder to a plan or proposed merger. Baugh v. Citizens & S. Nat'l Bank, 248 Ga. 180, 281 S.E.2d 531 (1981).   Corporation's power to impair shareholders' rights differs from state's power over corporations created by it.    - There is a substantial difference between corporation's attempting to reserve right to impair vested rights of the corporation's shareholders through altering or amending the corporation's internal structure and retention by state of power to modify or withdraw charters granted to corporations created by the state. Baugh v. Citizens & S. Nat'l Bank, 248 Ga. 180, 281 S.E.2d 531 (1981).   RESEARCH REFERENCES   Am. Jur. 2d.   - 10 Am. Jur. 2d, Banks and Financial Institutions, §§ 194, 198, 238.   C.J.S.   - 9 C.J.S., Banks and Banking, §§ 158 et seq., 657.   ALR.    - Constitutionality of recent legislation relating to merger, consolidation, or reorganization of banks as affected by rights of dissenting creditors or stockholders, 92 A.L.R. 1337; 96 A.L.R. 1445; 104 A.L.R. 1203.
GA Code § 7-1-550 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 15 - Conversions, Mergers, and Consolidations Involving National Banks|§ 7-1-550. Authority for National Bank or Federal Savings Bank Conversions; Requirements

  Subject to this part and any applicable branching law or regulation, a national bank may convert to a bank or trust company upon:   Compliance with the applicable laws of the United States, including any provisions thereof relating to approval of said conversion by the shareholders and directors of the national bank and to dissenting rights of shareholders in such national bank, and compliance with any other requirements prescribed by the department to protect the shareholders or members or the safety and soundness of the institution;   Reserved;   Approval of the conversion by the department as provided in this part; and   Issuance of the appropriate certificate by the Secretary of State as provided in this part.     Reserved.   A federal savings bank may apply to the department to convert to a state charter. The provisions of Code Section 7-1-293 shall apply to the resulting bank, and the conversion procedure shall be the same as for national bank conversions.    (Ga. L. 1953, Jan.-Feb. Sess., p. 73, §§ 3, 4; Code 1933, § 41A-2501, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1982, p. 3, § 7; Ga. L. 1996, p. 848, § 9; Ga. L. 1997, p. 485, § 18; Ga. L. 1999, p. 674, § 13; Ga. L. 2005, p. 826, § 10/SB 82; Ga. L. 2021, p. 323, § 12/HB 111.)    The 2021 amendment,  effective July 1, 2021, in subsection (a), substituted "a national bank may convert to a bank or trust" for "a national bank located in this state may convert into, merge or consolidate with, a bank or trust" at the end of subsection (a); deleted ", merger, or consolidation" following "approval of said conversion" in paragraph (a)(1); substituted "Reserved;" for the former provisions of paragraph (a)(2), which read: "Adoption of any plan of merger or consolidation by the directors and shareholders of any party thereto existing under the laws of this state as required by paragraph (2) of subsection (a) of Code Section 7-1-531;"; deleted ", merger, or consolidation" following "Approval of the conversion" in paragraph (a)(3); substituted "Reserved." for the former provisions of subsection (b), which read: "A conversion, merger, or consolidation across state lines of any one or more national banks with a bank or trust company shall also be subject to the provisions of Part 20 of this article."; and deleted "located in this state" following "A federal savings bank" in the first sentence of subsection (c).   Code Commission notes.   - Pursuant to Code Section 28-9-5, in 1996, "article" was substituted for "chapter" in subsection (b).   RESEARCH REFERENCES   Am. Jur. 2d.   - 10 Am. Jur. 2d, Banks and Financial Institutions, §§ 191 et seq., 234, 238.   C.J.S.   - 9 C.J.S., Banks and Banking, §§ 527, 597, 598.
GA Code § 7-1-551 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 2 - Banks and Trust Companies|Part 15 - Conversions, Mergers, and Consolidations Involving National Banks|§ 7-1-551. National Bank to State Bank or Trust Company Conversions - Articles of Conversion

  The party or parties desiring to consummate a conversion authorized by Code Section 7-1-550 shall, upon requisite approval of the plan by their directors and shareholders, file with the department articles of conversion together with the fee required by Code Section 7-1-862.   The articles of conversion shall be signed by two duly authorized officers of the national bank under its seal and shall contain:   Its name and the name of the resulting bank or trust company;   The street address and county of its main office;   The name and initial registered agent and the street address where the initial registered office will be located;   The votes by which the plan of conversion was adopted and the time, place, and notice of each meeting in connection with such adoption;   The name and county of residence of each director of the resulting bank or trust company;   The provisions required in articles of a new bank or trust company by paragraphs (5), (6), (7), and (10) of subsection (a) of Code Section 7-1-392; and   The plan of conversion.      (Ga. L. 1953, Jan.-Feb. Sess., p. 73, §§ 5, 6; Code 1933, § 41A-2502, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1989, p. 1257, § 16; Ga. L. 1999, p. 81, § 7; Ga. L. 1999, p. 674, § 14; Ga. L. 2015, p. 344, § 13/HB 184; Ga. L. 2021, p. 323, § 13/HB 111.)    The 2021 amendment,  effective July 1, 2021, in subsection (a), deleted ", merger, or consolidation" and ", merger, or consolidation," following "conversion" twice; and, substituted "The name and county of residence of each director" for "The names and addresses of the first directors" at the beginning of paragraph (b)(5); and deleted former subsection (c), which read: "The articles of merger or consolidation shall be in the form specified by subsection (b) of Code Section 7-1-532."