reglab/housing_qa huggingface dataset:
GA Code § 14-3-811 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-811. Vacancies

  Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:   The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;   The board of directors may fill the vacancy; or   If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.     Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.   If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.   A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.     (Code 1981, §14-3-811, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-812 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-812. Compensation of Directors

 Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.    (Code 1981, §14-3-812, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-813 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-813. Appointment of Provisional Director in Case of Deadlock

  If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section.   Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected.At such hearing all interested persons shall be given an opportunity to be heard.   The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed.The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation; and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court.     (Code 1981, §14-3-813, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 66, 67.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 4. 18 Am. Jur. 2d, Corporations, § 13.   19 Am. Jur. 2d, Corporations, § 2367 et seq.   C.J.S.   - 7 C.J.S., Associations, § 4. 19 C.J.S., Corporations, §§ 679, 916, 938, 980.   ALR.    - Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573.
GA Code § 14-3-820 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-820. Meetings of Directors

  A board of directors may hold regular or special meetings in or out of this state.   Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.     (Code 1981, §14-3-820, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-821 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-821. Action Taken Without Meeting

  Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code section.   Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.   Action taken under this Code section is effective when the last director signs the consent, unless the consent specifies a different effective date.   A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document.     (Code 1981, §14-3-821, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 40.)   Code Commission notes.   - Pursuant to Code Section 28-9-5, in 1991, "section" was substituted for "Section" at the end of subsection (a).
GA Code § 14-3-822 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-822. Notice

  Unless the articles or bylaws provide otherwise, regular meetings of the board may be held without notice of the date, time, place, and purpose of the meeting.   Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.     (Code 1981, §14-3-822, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-823 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-823. Waiver of Notice

  A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.     (Code 1981, §14-3-823, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 41, 67, 68.)
GA Code § 14-3-824 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-824. Quorum; When Director Deemed to Assent to Action

  Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of:   A majority of the fixed number of directors if the corporation has a fixed board size; or   A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.     The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors.   A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:   The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;   The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a director who votes in favor of the action taken.        (Code 1981, §14-3-824, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1253 et seq.   C.J.S.   - 19 C.J.S, Corporations, § 466.
GA Code § 14-3-825 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 14-3-825. Committees

  Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have one or more directors, who serve at the pleasure of the board.   If authorized by the articles or bylaws, the board or, if there are members entitled to elect directors, the members may appoint individuals who are not currently members of the board, but who formerly were members of the board of the corporation, as voting members of committees of the board. All provisions of this article applicable to directors shall apply equally to such individuals.   Code Sections 14-3-820 through 14-3-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees and their members as well.   To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Code Section 14-3-801.   A committee may not, however:   Authorize distributions;   Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;   Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or   Adopt, amend, or repeal the articles or bylaws.     The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Code Section 14-3-830.     (Code 1981, §14-3-825, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1285 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 557, 558.
GA Code § 14-3-831 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 3 - Standards of Conduct|§ 14-3-831. Liability for Unlawful Distribution

  Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.   A director held liable for an unlawful distribution under subsection (a) of this Code section is entitled to contribution:   From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section 14-3-830; and   From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.       (Code 1981, §14-3-831, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 60.   C.J.S.   - 7 C.J.S., Associations, § 59.   ALR.    - Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 A.L.R. 570.    Right or duty of corporation to pay dividends; and liability for wrongful payment, 55 A.L.R. 8; 76 A.L.R. 885; 109 A.L.R. 1381.    Liability of payee who accepts checks of corporation in payment of personal debts of officer who was authorized to use corporate funds for that purpose, 100 A.L.R. 60.    Participation by corporate director in vote or meeting fixing compensation for his own services, 175 A.L.R. 577.   Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.
GA Code § 14-3-840 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-840. Officers Are as Described in Articles or Bylaws or as Appointed; Minutes and Records; Holding More Than One Office; Titles; Signing of Documents

  A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.   A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.   The articles, bylaws, or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.   Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation.   The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws; and in such case any document required or permitted by any law of this state to be signed by the president, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.     (Code 1981, §14-3-840, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-841 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-841. Duties of Officers

 Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles or bylaws, the duties and authority prescribed by the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. Unless the articles, bylaws, or a resolution of the board of directors of the corporation provides otherwise, the chief executive officer or the president if no person has been designated as chief executive officer of the corporation shall have authority to conduct all ordinary business on behalf of the corporation and may execute and deliver on behalf of the corporation any contract, conveyance, or similar document not requiring approval by the board of directors or members as provided in this chapter.    (Code 1981, §14-3-841, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 42.)
GA Code § 14-3-843 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-843. Resignation and Removal of Officers

  An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.   A board may remove any officer at any time with or without cause.   Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board.     (Code 1981, §14-3-843, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 43.)
GA Code § 14-3-844 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-844. Contract Rights of Officers

  The appointment of an officer does not itself create contract rights.   An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.     (Code 1981, §14-3-844, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-845 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-845. Authority of Officer to Sign Documents; Validity of Document

 Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below.Categories shall be as follows:    Category 1 shall consist of the presiding officer of the board and the president; and   Category 2 shall consist of a vice president, the secretary, the treasurer, and the executive director.  The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.      (Code 1981, §14-3-845, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-846 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 4 - Officers|§ 14-3-846. Effect of Corporate Seal on Document

  With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:   That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;   That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and   That the execution of the document on behalf of the corporation has been duly authorized.     When the seal of a corporation or the facsimile thereof is affixed to any document and is attested by the secretary or assistant secretary of a corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.   The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.     (Code 1981, §14-3-846, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 245 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 143 et seq.