reglab/housing_qa huggingface dataset:
GA Code § 14-3-304 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 3 - Purposes and Powers|§ 14-3-304. Ultra Vires

  Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.   A corporation's power to act may be challenged:   In a proceeding by a member against the corporation to enjoin the act;   In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or   In a proceeding by the Attorney General under Code Section 14-3-1430.     In a member's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.     (Code 1981, §14-3-304, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 26.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1712 et seq.   C.J.S.   - 7 C.J.S., Associations, § 33. 19 C.J.S., Corporations, § 673 et seq.   ALR.    - Doctrine of ultra vires as applied to torts of private corporation, 57 A.L.R. 302.    Assumption of mortgage or lien by bank or other corporation as ultra vires, 91 A.L.R. 177.    Right of corporation to perform or to hold itself out as ready to perform functions in the nature of legal services, 157 A.L.R. 282.   Power of corporation to make political contribution or expenditure under state law, 29 A.L.R.2d 1262; 79 A.L.R.3d 491.
GA Code § 14-3-305 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 3 - Purposes and Powers|§ 14-3-305. Nonprofit Defined; Rights; Director's Role; Reporting

  As used in this Code section, the term "nonprofit" means any corporation which is formed, created, or operated by or on behalf of a hospital authority.   Nonprofits shall have all of the rights, powers, benefits, and purposes granted to other corporations under this chapter and shall not be subject to any restrictions contained in Article 4 of Chapter 7 of Title 31, the "Hospital Authorities Law," except as provided in subsections (c) and (d) of this Code section.   A director of a nonprofit shall be subject to the provisions of Code Section 31-7-74.1 with respect to conflicts of interest regarding such nonprofit and the hospital authority which formed, created, or operates such nonprofit, and Code Section 31-7-74.1 shall be deemed to apply to such nonprofit and such hospital authority only for such purpose.   A nonprofit shall be subject to the provisions of Code Section 31-7-90.1 with respect to reporting community benefits provided by such nonprofit and with respect to annual reports by such nonprofit disclosing certain transactions with the nonprofit or with the hospital authority which formed, created, or operates the nonprofit and Code Section 31-7-90.1 shall be deemed to apply to both that nonprofit and that hospital authority only for such purposes.   Nothing in this Code section shall be deemed or construed to affect in any manner the provisions of Code Section 31-7-75.2, Chapter 14 of Title 50, or Article 4 of Chapter 18 of Title 50 or to change existing law as to whether such statutory provisions are applicable to nonprofits.     (Code 1981, §14-3-305, enacted by Ga. L. 1997, p. 1404, § 1; Ga. L. 2004, p. 508, § 27.)
GA Code § 14-3-402 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 4 - Corporate Name|§ 14-3-402. Reservation of Corporate Name

  A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-3-122. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.   Upon expiration of a name reservation after 30 days without the filing of articles of incorporation, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.   A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.     (Code 1981, §14-3-402, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2003, p. 883, § 4.)
GA Code § 14-3-403 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 4 - Corporate Name|§ 14-3-403. Registered Name of Foreign Corporation

 Repealed by Ga. L. 2002, p. 989, § 9, effective July 1, 2002.   Editor's notes.   - This Code section was based on Code 1981, § 14-3-403, enacted by Ga. L. 1991, p. 465, § 1.
GA Code § 14-3-1101 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1101. Plan of Merger

  Subject to the limitations set forth in Code Section 14-3-1102, one or more corporations may merge into another corporation if the plan of merger is approved as provided in Code Section 14-3-1103.   The plan of merger must set forth:   The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;   The terms and conditions of the planned merger; and   The manner and basis, if any, of converting the memberships of each corporation into obligations, memberships, or other securities of the surviving or any other corporation or into cash or other property in whole or in part.     The plan of merger may set forth:   Amendments to the articles of incorporation of the surviving corporation; and   Other provisions relating to the merger.     Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.     (Code 1981, §14-3-1101, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 15; Ga. L. 1998, p. 128, § 14; Ga. L. 2004, p. 508, § 47.)
GA Code § 14-3-1102 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1102. Merger Without Court Approval; Notice to Attorney General; Receipt or Retention by Member of Anything Resulting From Merger

  Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign corporation or other entity, provided that:   The corporation or entity which is the surviving corporation or entity is a corporation or entity described in paragraph (2) of subsection (a) in Code Section 14-3-1302 after the merger; or     On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets including good will of the corporation or the fair market value of the corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;   It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and   The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.       At least 30 days before consummation of any merger of a corporation pursuant to paragraph (2) of subsection (a) of this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.   Without the prior approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity. The court shall approve the transaction if it is in the public interest.   For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.     (Code 1981, §14-3-1102, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 16; Ga. L. 2004, p. 508, § 48.)
GA Code § 14-3-1104.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1104.1. Required Filing of Notice of Merger

  Together with the articles or certificate of merger, the surviving corporation or entity shall deliver to the Secretary of State an undertaking which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation or entity that the request for publication of a notice of filing the articles or certificate of merger and payment therefor will be made as required by subsection (b) of this Code section.   No later than the next business day after filing the articles or certificate of merger, the surviving corporation or entity shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving corporation or entity is to be located, if the surviving corporation or entity will be required to maintain a registered office in Georgia, or where the registered office of the merging corporation or entity was located prior to the merger in any other case, or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:  The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the surviving corporation or entity to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger.    For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.
GA Code § 14-3-1105 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1105. Effect of Merger

  When a merger governed by this chapter takes effect:   Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases;   The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred, subject to any and all conditions to which the property was subject prior to the merger;   The surviving corporation or entity has all liabilities and obligations of each corporation or entity party to the merger;   A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; and   The articles of incorporation and bylaws or governing agreements of the surviving corporation or entity are amended to the extent provided in the plan of merger.     For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.     (Code 1981, §14-3-1105, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 18; Ga. L. 2004, p. 508, § 52.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2237 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 907.
GA Code § 14-3-1106 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1106. Merger With Foreign Corporation

  Except as provided in Code Section 14-3-1102, one or more foreign corporations or foreign business corporations may merge with one or more corporations if:   The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger;   The foreign corporation or foreign business corporation complies with Code Sections 14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and   Each corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Sections 14-3-1104 and 14-3-1104.1.     Upon the merger taking effect, the surviving foreign corporation or foreign business corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state.     (Code 1981, §14-3-1106, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 52.)   RESEARCH REFERENCES   C.J.S.   - 19 C.J.S., Corporations, § 1016.   ALR.    - Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 A.L.R. 118.
GA Code § 14-3-1107 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 11 - Merger|§ 14-3-1107. Effect of Merger on Bequest, Devise, or Other Transfer of Property

 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation or entity and that takes effect or remains payable after the merger, inures to the surviving corporation or entity unless the will or other instrument otherwise specifically provides.    (Code 1981, §14-3-1107, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 52.)
GA Code § 14-3-1201 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 12 - Sale, Encumbrance, or Other Disposition of Assets|§ 14-3-1201. Sale or Other Disposal of Assets in Usual Course of Activities; Mortgage or Other Encumbrance of Assets

 Unless otherwise provided by this chapter, the articles, or bylaws, a corporation may on the terms and conditions, for the consideration determined by the board of directors, and without the approval of the members or any other person:    Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or   Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.     (Code 1981, §14-3-1201, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2267 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 715.   ALR.    - Power of directors to sell property of corporation without consent of stockholders, 5 A.L.R. 930; 60 A.L.R. 1210.    Trademark or tradename as asset in case of bankruptcy, insolvency, or assignment for benefit of creditors, 44 A.L.R. 706.    Statutory added liability of stockholders of bank or other corporation as affected by sale of, or other transaction in relation to, assets, 100 A.L.R. 1276.    Instrument issued by a corporation as certificate of preferred stock or as evidence of indebtedness, 123 A.L.R. 856.   Applicability of statutes regulating sale of assets or property of corporation as affected by purpose or character of corporation, 9 A.L.R.2d 1306.   Authority of corporate officers to mortgage or pledge corporate personal property, 62 A.L.R.2d 712.
GA Code § 14-3-1301 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 13 - Distributions|§ 14-3-1301. Distributions Prohibited

 Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation shall not make any distributions.    (Code 1981, §14-3-1301, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1302 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 13 - Distributions|§ 14-3-1302. Exceptions to Prohibition Against Distributions

  A corporation may make distributions to the following:   Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation;   Organizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual; or   A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia.     Except for corporations described in paragraph (2) of subsection (a) of this Code section, a corporation may repurchase a membership for the consideration that the member paid for his or her membership if, after the purchase is completed:   The corporation would be able to pay its debts as they become due in the normal course of business; and   The corporation's total assets would at least equal the sum of its liabilities.       (Code 1981, §14-3-1302, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 54.)
GA Code § 14-3-1702 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 17 - Applicability|§ 14-3-1702. Applicability to Qualified Foreign Corporations

 A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter.A foreign corporation that is authorized to transact business or conduct affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.    (Code 1981, §14-3-1702, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 36 Am. Jur. 2d, Foreign Corporations, § 40 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 971.   ALR.    - Effect of domestication of foreign corporations, 18 A.L.R. 130; 126 A.L.R. 1503.    Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.
GA Code § 14-3-1703 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 17 - Applicability|§ 14-3-1703. Saving Provisions

  Except as provided in subsection (b) of this Code section, the 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, or liability acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, 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, 1991, 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;   Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit 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; or   Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.     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, §14-3-1703, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 65.)
GA Code § 14-4-1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 1 - General Provisions|§ 14-4-1. Intention

 This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations chartered by the Secretary of State and complements and supplements the express provisions of existing statutes governing banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporations. All references in this chapter to corporations chartered by or incorporated by the Secretary of State shall refer only to the aforesaid corporations, except as otherwise provided, and shall not refer to corporations incorporated by the Secretary of State under Chapter 2 of this title.   (Code 1933, § 22-4801, enacted by Ga. L. 1969, p. 152, § 72; Ga. L. 1976, p. 1102, § 37.)   Cross references.   - Banking and trust companies generally, § 7-1-240 et seq.    Insurance companies generally, § 33-1-1 et seq.    Telephone and telegraph companies generally, § 46-5-1 et seq.    Express companies generally, § 46-9-230 et seq.    Canal companies generally, § 52-4-1 et seq.    Navigation companies generally, § 52-5-1 et seq.