reglab/housing_qa huggingface dataset:
GA Code § 14-2-1702 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 17 - Transition Provisions|§ 14-2-1702. Application to Qualified Foreign Corporations

 A foreign corporation authorized to transact business in this state on July 1, 1989, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.    (Code 1981, §14-2-1702, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 36 Am. Jur. 2d, Foreign Corporations, § 220 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 982, 983.
GA Code § 14-2-1703 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 17 - Transition Provisions|§ 14-2-1703. Saving Provisions

  Except as provided in subsection (b) of this Code section, the amendment or repeal of a statute by this chapter does not affect:   The operation of the statute or any action taken under it before its repeal;   Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal except as provided in subsection (f) of Code Section 14-2-630 and Code Section 14-2-1332; but the same, as well as actions that are pending on July 1, 1989, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;   Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;   Transactions validly entered into before July 1, 1989, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;   Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or   Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1989, that was authorized or permitted by the prior general corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter.     If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.     (Code 1981, §14-2-1703, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 27.)   Code Commission notes.   - Pursuant to Code Section 28-9-5, in 1993, a comma was deleted following "Code Section 14-2-630" in paragraph (a)(2).   OPINIONS OF THE ATTORNEY GENERAL   Effect of repeal on reinstatement of corporation.   - A foreign or domestic business corporation which was dissolved or revoked under the law in effect prior to July 1, 1989, may be reinstated in accordance with the prior law in effect at the time of the revocation or dissolution. 1990 Op. Att'y Gen. No. 90-39.   Effect of repeal on civil penalty provisions.   - For a foreign business corporation that had its certificate of authority revoked under the former corporation code and sought reinstatement after July 1, 1989, the civil penalty of $500.00 per year or part thereof for operation without a certificate of authority should be assessed for the period of time between revocation and reinstatement, if the foreign corporation continued to transact business in Georgia without a certificate of authority. 1990 Op. Att'y Gen. No. 90-39.
GA Code § 14-2-1801 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1801. Application

  This chapter shall apply to benefit corporations to the extent not inconsistent with the provisions of this article.   Except as expressly provided in this article, this article shall not repeal or modify any statute or rule of law applicable to a corporation that is not a benefit corporation.     (Code 1981, §14-2-1801, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1802 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1802. Definitions

 As used in this article, the term:    "Benefit corporation" means a corporation whose articles of incorporation contain a public benefit provision and a statement that the corporation is a benefit corporation.   "Public benefit" means a positive effect, or reduction of negative effects, on society, on the environment, or on one or more communities or categories of persons, entities, or interests, other than shareholders in their capacity as shareholders, including effects of an artistic, charitable, cultural, economic, ecological, educational, environmental, literary, medical, religious, scientific, social, or technological nature.   "Public benefit provision" means a provision stating that a purpose of the corporation is to pursue a public benefit or benefits.     (Code 1981, §14-2-1802, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1803 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1803. Corporate Name

 The name of a benefit corporation shall satisfy the requirements of Code Section 14-2-401; provided, however, that in lieu of the use of a word or abbreviation as required under paragraph (1) of subsection (a) of Code Section 14-2-401, the phrase "benefit corporation" or "public benefit corporation" or the abbreviation "BC" or "PBC" may be used.    (Code 1981, §14-2-1803, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1804 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1804. Requirements for Stock Certificates

 Any stock certificate issued by a benefit corporation shall state conspicuously that the corporation is a benefit corporation.    (Code 1981, §14-2-1804, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1805 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1805. Shareholder Approval for Corporate Action

  In addition to any other requirements provided for under this chapter, without approval by the shareholders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote, a corporation that is not a benefit corporation shall not take any of the following actions:   Amend its articles of incorporation to include a public benefit provision;   Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity; or   Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202, or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the corporation would own shares or interests in a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity in lieu of all or any part of their shares of the corporation.     In addition to any other requirements provided for under this chapter, without approval by the shareholders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote, a benefit corporation shall not take any of the following actions:   Amend its articles of incorporation to delete or substantively modify its public benefit provision;   Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is not a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision; or   Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202, or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the benefit corporation would own, in lieu of all or any part of their shares of the benefit corporation, shares or interests in a domestic or foreign corporation or other entity that is not a benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision.       (Code 1981, §14-2-1805, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1806 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1806. Role of Board of Directors

  In addition to any other duties imposed by this chapter, the board of directors of a benefit corporation shall:   Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation;   Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and   Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.     Notwithstanding subsection (a) of this Code section or any other provision of this chapter:   Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and   Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.       (Code 1981, §14-2-1806, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-2-1807 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 18 - Benefit Corporations|§ 14-2-1807. Notice; Performance Reporting; Optional Additional Requirements

  A benefit corporation shall include in every notice of a meeting of shareholders a conspicuous statement to the effect that it is a benefit corporation.   A benefit corporation shall, no less than annually, provide to its shareholders of record, and to any other person who may request a copy in writing, a written report addressing the benefit corporation's performance with respect to its pursuit of the public benefit or benefits specified in its articles of incorporation. The report shall include:   The objectives the board of directors established in connection with the pursuit of such public benefit or benefits;   The standard or standards the board of directors adopted to measure the benefit corporation's progress in pursuing such public benefit or benefits;   Factual information responsive to those standards regarding the benefit corporation's success or failure in meeting the objectives for pursuing such public benefit or benefits; and   An assessment of the benefit corporation's success or failure in meeting the objectives and accomplishing such public benefit or benefits.     In addition to complying with subsection (b) of this Code section, a benefit corporation may include in its articles of incorporation or bylaws provisions imposing upon the benefit corporation any or all of the following additional requirements:   That the benefit corporation provide its report more frequently than annually;   That the benefit corporation make the report generally available to the public via the Internet or other readily accessible means;   That the benefit corporation use a third-party standard in connection with measuring the benefit corporation's progress in accomplishing its stated public benefit or benefits;   That the benefit corporation provide with its report a periodic third-party certification with respect to the benefit corporation's progress in accomplishing its stated public benefit or benefits; or   That the report comply with any additional requirements as the board of directors may determine.       (Code 1981, §14-2-1807, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)
GA Code § 14-3-201 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-201. Who May Incorporate

 One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.    (Code 1981, §14-3-201, enacted by Ga. L. 1991, p. 465, § 1.)   OPINIONS OF THE ATTORNEY GENERAL   Regional Development Center as "entity".   - Because a Regional Development Center is a public agency and an instrumentality of the municipalities and counties in its region, it is not an entity authorized by law to create a nonprofit corporation. 1992 Op. Att'y Gen. No. 92-1.
GA Code § 14-3-202.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-202.1. Publication of Notice of Intent to File Articles of Incorporation

 Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form:   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, an opinion under former Code Section 14-3-132 is included in the annotations for this Code section.   Sample letter prior to 1990 amendment incompatible.    - The sample letter set out in former § 14-3-132 prior to the 1990 amendment was wholly incompatible with the current procedural scheme of the Business Corporation Code. 1989 Op. Att'y Gen. No. 89-48 (decided under former Code 1933, § 14-3-132).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 171 et seq.   C.J.S.   - 7 C.J.S., Associations, § 6. 18 C.J.S., Corporations, § 59.   ALR.    - Necessity that newspaper be published in English language to satisfy requirements regarding publication of legal or official notice, 90 A.L.R. 500.
GA Code § 14-3-203 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-203. Effect of Filing Articles of Incorporation

  Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.   The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve the corporation.     (Code 1981, §14-3-203, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 171.   C.J.S.   - 18 C.J.S., Corporations, § 69 et seq.
GA Code § 14-3-204 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-204. Liability for Preincorporation Transactions

 All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.    (Code 1981, §14-3-204, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-205 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-205. Organizational Meeting

  After incorporation:   If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or   If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:   To elect directors and complete the organization of the corporation; or   To elect a board of directors who shall complete the organization of the corporation.       Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.   An organizational meeting may be held in or out of this state or in accordance with Code Section 14-3-821.     (Code 1981, §14-3-205, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 25.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 179.   C.J.S.   - 7 C.J.S., Associations, § 5. 18 C.J.S., Corporations, § 52.
GA Code § 14-3-206 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-206. Bylaws

  The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.   The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.     (Code 1981, §14-3-206, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 252 et seq.   C.J.S.   - 7 C.J.S., Associations, § 6. 10 C.J.S., Beneficial Associations, § 21 et seq. 18 C.J.S., Corporations, § 154 et seq.   ALR.    - Enforceability of invalid corporate bylaw as contract, 159 A.L.R. 290.    Provisions of articles or bylaws of nonprofit corporation or association formed by business competitors whereby the amount of dues of respective members varies according to amount of business done by them, as contrary to public policy, 161 A.L.R. 795.
GA Code § 14-3-207 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 2 - Incorporation|§ 14-3-207. Emergency Bylaws

  Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this Code section.The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:   How to call a meeting of the board;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.     All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Corporate action taken in good faith in accordance with the emergency bylaws:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee, or agent.     An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.     (Code 1981, §14-3-207, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-301 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 3 - Purposes and Powers|§ 14-3-301. Purposes of Corporation

  Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.   A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute.The corporation shall be subject to all limitations of the other statute.     (Code 1981, §14-3-301, enacted by Ga. L. 1991, p. 465, § 1.)   Cross references.   - Corporations organized for religious, fraternal, or educational purposes, § 14-5-40 et seq.    Corporations exempt from state income tax, § 48-7-25.   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, opinions under former Code Section 14-3-20, are included in the annotations for this Code section.   Acquiring funds or property for donation to state agency.    - A nonprofit corporation may be organized under Georgia law for the purpose of raising funds or acquiring property to donate to an agency or organization of Georgia state government. 1987 Op. Att'y Gen. No. 87-24 (decided under former § 14-3-20).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 158 et seq.   C.J.S.   - 7 C.J.S., Associations, § 2. 10 C.J.S., Beneficial Associations, § 7. 18 C.J.S., Corporations, § 53 et seq.   ALR.   - Nonprofit purposes and character which warrant creation of nonprofit corporation, 16 A.L.R.2d 1345.
GA Code § 14-3-303 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 3 - Purposes and Powers|§ 14-3-303. Emergency Powers

  In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:   Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and   Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.     During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:   Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.     Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee, or agent.     An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.     (Code 1981, §14-3-303, enacted by Ga. L. 1991, p. 465, § 1.)