reglab/housing_qa huggingface dataset:
GA Code § 14-3-727 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 2 - Voting|§ 14-3-727. Validity of Signature on Proxy

  If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.   If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:   The member is an entity and the name signed purports to be that of an officer or agent of the entity;   The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;   Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders;   The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests,evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or   The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.     The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member or about the faithfulness or completeness of the reproduction when the original has not been examined.   The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section 14-3-724 are not liable in damages to the member for the consequences of the acceptance or rejection.   Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section 14-3-724 is valid unless a court of competent jurisdiction determines otherwise.     (Code 1981, §14-3-727, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 38.)
GA Code § 14-3-730 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 3 - Voting Agreements|§ 14-3-730. Agreements Among Members

  Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 20 years. For corporations described in paragraph (2) of subsection (a) of Code Section 14-3-1302, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.   A voting agreement created under this Code section is specifically enforceable.     (Code 1981, §14-3-730, enacted by Ga. L. 1991, p. 465, § 1.)   COMMENT   This section is based on the Model Act and on its Business Code counterpart, section 14-2-731. It permits written voting agreements between or among members and provides that such agreements may be valid for up to twenty years. Voting agreements among members of corporations described in section 14-3-1302(a)(2) must be for a reasonable purpose that is not inconsistent with the corporation's purposes.
GA Code § 14-3-740 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-740. Definitions

 As used in this part, the term:    "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign corporation.   "Member" includes those who are members under Code Section 14-3-140, as well as any person who is entitled to some portion of the corporation's property upon dissolution, and any person or class of persons specifically designated in the corporation's bylaws or articles of incorporation as having standing to bring a derivative proceeding.     (Code 1981, §14-3-740, enacted by Ga. L. 1991, p. 465, § 1.)   COMMENT   Part 4 of article 7 of the Code is based on the Model Act and on its counterpart in the Business Code. Prior law did not address the issue of derivative actions involving nonprofit corporations. The Model Act, which was approved prior to amendments to the Revised Model Business Corporation Act concerning derivative actions, contains a single section authorizing derivative actions. This part adopts the approach taken by the Revised Model Business Corporation Act and by the Business Code, with refinements to reflect the different constituencies.   "Member" is specially defined for purposes of this part to include persons whose special interest in the corporation should give them standing to bring a derivative proceeding. Those persons include anyone entitled to some portion of the corporation's property upon dissolution and anyone specifically designated in the corporation's articles or bylaws as having standing to bring a derivative proceeding. Remote contingent interests in a corporation's property are insufficient to qualify a person as a "member" for purposes of this part.
GA Code § 14-3-741 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-741. Standing

 A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 members, whichever is less.A director or members may not commence or maintain a derivative proceeding unless the director or members:    Was a director or were members of the corporation at the time of the act or omission complained of (or became a member through transfer by operation of law from one who was a member at that time); or is a director or are members at the time the proceeding is commenced; and   Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.     (Code 1981, §14-3-741, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-742 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-742. Demand for Suitable Action by Corporation Required

  No derivative proceeding may be commenced until:   A written demand has been made upon the corporation to take suitable action; and   Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.     In the case of corporations described in subsection (a) of Code Section 14-3-1302, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation.     (Code 1981, §14-3-742, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-743 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-743. Stay of Proceeding

 If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.    (Code 1981, §14-3-743, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-744 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-744. Dismissal of Proceeding

  The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation.The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.   The determination in subsection (a) of this Code section shall be made by:   A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum;   A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or   A panel of one or more independent persons appointed by the court upon motion by the corporation.     None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section:   The nomination or election of the director by directors who are not independent;   The naming of the director as a defendant in the derivative proceeding; or   The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.       (Code 1981, §14-3-744, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-745 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-745. Discontinuance or Settlement of Proceeding Prohibited Without Court Approval

 A derivative proceeding may not be discontinued or settled without the court's approval.If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notice be given to the members affected.    (Code 1981, §14-3-745, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-746 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-746. Payment of Expenses of Proceeding

 On termination of the derivative proceeding the court may:    Order the corporation to pay the plaintiff's reasonable expenses (including attorneys' fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or   Order the plaintiff to pay any defendant's reasonable expenses (including attorneys' fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.     (Code 1981, §14-3-746, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-747 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 7 - Meetings|Part 4 - Derivative Proceedings|§ 14-3-747. Applicability to Foreign Corporations

 In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Code Sections 14-3-743 and 14-3-745 and paragraph (2) of Code Section 14-3-746.    (Code 1981, §14-3-747, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-801 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-801. Requirement for and Duties of Board of Directors

  Each corporation must have a board of directors.   Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board.   No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation.   The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.     (Code 1981, §14-3-801, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-802 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-802. Qualifications of Directors

 Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the articles so require.The articles or bylaws may prescribe other qualifications for directors.    (Code 1981, §14-3-802, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-803 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-803. Number of Directors

  A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws.   The articles or bylaws may authorize the members of the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors.If the variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members, or if the articles or bylaws so provide, by the board of directors.     (Code 1981, §14-3-803, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-804 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-804. Election of Directors

  If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated.   If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.     (Code 1981, §14-3-804, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-805 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-805. Terms of Directors

  The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of directors.In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms.   A decrease in the number of directors or term of office does not shorten an incumbent director's term.   A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.   Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.     (Code 1981, §14-3-805, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-806 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-806. Staggered Terms for Directors

 The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.    (Code 1981, §14-3-806, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-807 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-807. Resignation of Directors

  A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its presiding officer, or to the president or secretary, or in such other manner as the articles or bylaws may provide.   A resignation is effective when the notice is delivered unless the notice specifies a later effective date.     (Code 1981, §14-3-807, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 39.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1201 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 518 et seq.
GA Code § 14-3-808 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-808. Removal of Directors

 Unless the corporation's articles or bylaws provide otherwise:    The members may remove, with or without cause, one or more directors elected by them;   If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping;   Except as provided in paragraph (9) of this Code section, a director may be removed under paragraph (1) or (2) of this Code section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors;   If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the director may not be removed if the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal;   A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director;   In computing whether a director is protected from removal under paragraphs (2) through (4) of this Code section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election;   An entire board of directors may be removed under paragraphs (1) through (5) of this Code section;   A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and   If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.     (Code 1981, §14-3-808, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-809 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-809. Procedure for Removing Directors

  A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.   Except as otherwise provided in the articles or bylaws:   An appointed director may be removed without cause by the person appointing the director;   The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and   A removal is effective when the notice is effective unless the notice specifies a future effective date.       (Code 1981, §14-3-809, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-810 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-3-810. Removal of Director by Court

  The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the court finds that:   The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a "director's conflicting interest transaction" as defined in paragraph (2) of Code Section 14-3-860; and   Removal is in the best interest of the corporation.     The court that removes a director may bar the director from serving on the board for a period prescribed by the court.   If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.     (Code 1981, §14-3-810, enacted by Ga. L. 1991, p. 465, § 1.)