reglab/housing_qa huggingface dataset:
GA Code § 14-3-1021 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 14-3-1021. Amendment Where Vote of Members Required

  To adopt an amendment to a corporation's bylaws if there are members required to vote thereon:   The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment;   Unless this chapter, the articles, the bylaws, the members (acting pursuant to subsection (b) of this Code section), or the board of directors (acting pursuant to subsection (c) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and   Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing.     The members may condition the amendment's adoption on any basis.   The board may condition its submission of the proposed amendment on any basis.   The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.     (Code 1981, §14-3-1021, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1022 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 14-3-1022. Voting by Classes of Members

 If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:    The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;   If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and   If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.     (Code 1981, §14-3-1022, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1992, p. 6, § 14.)
GA Code § 14-3-1030 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 3 - Approval of Amendments|§ 14-3-1030. When Approval by Specified Person Required

 The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons.    (Code 1981, §14-3-1030, enacted by Ga. L. 1991, p. 465, § 1.)   COMMENT   This section is taken from the Model Act. It validates the practice of some nonprofit corporations of giving a specified person or entity veto power over amendments to the articles or bylaws. Because "person" is broadly defined, this veto power may be given to any individual (including a member or delegate) or to an entity.
GA Code § 14-3-1040 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 4 - Amendment to Operate for Profit|§ 14-3-1040. Authority to Amend Articles to Operate as for Profit Corporation

 A corporation organized under this chapter may amend its articles of incorporation to provide that the corporation shall operate as a for profit business corporation.    (Code 1981, §14-3-1040, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1041 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 4 - Amendment to Operate for Profit|§ 14-3-1041. Procedure for Amendment

  A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-1040 only:   Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or   If on or before the effective date of the amendment:   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 amendment, in accordance with such condition; and   The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of the corporation following the effective date of the amendment.       At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General.   Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040. The court shall approve the transaction if it is in the public interest.     (Code 1981, §14-3-1041, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1993, p. 91, § 14.)
GA Code § 14-3-1042 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 4 - Amendment to Operate for Profit|§ 14-3-1042. Applicability of Business Corporation Code

 From and after the effective date of any amendment described in Code Section 14-3-1040, the corporation shall be subject to and governed by the provisions of Chapter 2 of this title, the "Georgia Business Corporation Code."    (Code 1981, §14-3-1042, enacted by Ga. L. 1991, p. 465, § 1.)   Cross references.   - Georgia Business Corporation Code, § 14-2-101 et seq.
GA Code § 14-3-1401 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1401. Dissolution by Incorporators or Initial Directors

 A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:    The name of the corporation;   The date of its incorporation;   That:   The corporation has not admitted members entitled to vote on dissolution;   The corporation has not commenced activities; and   The corporation has no net assets;     That no debt of the corporation remains unpaid; and   That a majority of the incorporators or initial directors authorized the dissolution.     (Code 1981, §14-3-1401, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 55; Ga. L. 2005, p. 60, § 14/HB 95.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2345.   C.J.S.   - 19 C.J.S., Corporations, §§ 920, 921.
GA Code § 14-3-1402 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1402. Proposal of Dissolution and Approval Thereof

  A corporation's board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows:   For a proposal to dissolve to be adopted:   The board of directors must recommend dissolution to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its determination to the members; and   The members entitled to vote must approve the proposal to dissolve as provided in paragraph (4) of this subsection;     The board of directors may condition its submission of the proposal for dissolution on any basis;   The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation;   Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to paragraph (2) of this subsection requires a greater vote or vote by classes, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal; and   If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.     Unless the articles of incorporation or bylaws requires a greater vote, if the corporation does not have members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Code Section 14-3-822.The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   The plan of dissolution shall conform to the requirements of Code Section 14-3-1403 and shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.     (Code 1981, §14-3-1402, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 56.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2346 et seq.   C.J.S.   - 10 C.J.S., Beneficial Associations, § 18. 19 C.J.S., Corporations, §§ 920, 950. 77 C.J.S., Religious Societies, § 137.
GA Code § 14-3-1403 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1403. Plan of Dissolution

  A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution.   The plan of dissolution shall provide for distribution of assets as follows:   All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor;   Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;   Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed toone or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation;   Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and   Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations as may be provided in the plan of dissolution.     A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 shall comply with the following additional requirements:   It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers articles of dissolution to the Secretary of State;   It shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and   When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.       (Code 1981, §14-3-1403, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1404 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1404. Notice of Intent to Dissolve

 Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth:    The name of the corporation;   The date dissolution was authorized; and   If member approval was required for dissolution, a statement that dissolution was duly approved by the members in accordance with subsection (a) of Code Section 14-3-1402.     (Code 1981, §14-3-1404, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1404.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1404.1. Publication of Notice of Intent to Dissolve

  Together with the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section.  The notice may also include the information specified in Code Section 14-3-1408.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 corporation 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 dissolution of the corporation.     (b) Prior to filing the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located 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:   "NOTICE OF INTENT TO VOLUNTARILY   DISSOLVE A CORPORATION   Notice is given that a notice of intent to dissolve __________________ (name of corporation), a Georgia nonprofit corporation with its registered office at __________________ (address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code."    (Code 1981, §14-3-1404.1, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1405 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1405. Revocation of Dissolution Proceedings

  A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.   Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action.   After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth:   The name of the corporation;   The date that the revocation of dissolution proceedings was authorized;   If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;   If the corporation's board of directors revoked the dissolution proceedings authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If member action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-3-1404.     Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.   When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.     (Code 1981, §14-3-1405, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1406 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1406. Effect of Notice of Intent to Dissolve

 A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:    Collecting its assets;   Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution;   Discharging or making provision for discharging its liabilities;   Distributing its remaining property among its members in accordance with the plan of dissolution; and   Doing every other act necessary to wind up and liquidate its business and affairs.     (Code 1981, §14-3-1406, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1407 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1407. Disposition of Known Claims Against Corporation

  A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section.   The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must:   Describe information that must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim;   State that the claim will be barred if not received by the deadline; and   State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.     A claim against a corporation in dissolution is barred:   If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or   If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.     For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.     (Code 1981, §14-3-1407, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2410 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 963, 965.   ALR.    - Right of bondholder, stockholder, or creditor to withdraw his claim from reorganization committee, 43 A.L.R. 1043.