reglab/housing_qa huggingface dataset:
GA Code § 14-3-863 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 6 - Conflicting Interest Transactions|§ 14-3-863. Members' Action Following Disclosure of Conflict

  Members' action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the members who voted on the transaction (to the extent the information was not known by them).   For purposes of this Code section, "qualified members" means any members entitled to vote with respect to a director's conflicting interest transaction except the director and members that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are a related person of the director.   A majority of the votes entitled to be cast by all qualified members constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, members' action that otherwise complies with this Code section is not affected by the presence of, or the voting by, members that are not qualified members.   For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the identity of all members that to the knowledge of the director are related persons of the director.   If a members' vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that this failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861, take such action respecting the transaction and the director, and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances.     (Code 1981, §14-3-863, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 67.)
GA Code § 14-3-864 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 6 - Conflicting Interest Transactions|§ 14-3-864. Effect of Court Approval of Transaction

 In a case involving a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, a transaction that was not the subject of either directors' action under Code Section 14-3-862 or members' action under Code Section 14-3-863 is effective for purposes of paragraph (3) subsection (b) of Code Section 14-3-861 if the transaction is approved by the superior court, in an action in which the Attorney General is joined as a party.    (Code 1981, §14-3-864, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-865 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 8 - Directors and Officers|Part 6 - Conflicting Interest Transactions|§ 14-3-865. Voidability of Conflicting Interest Transaction

  As used in this Code section, the term:   "Officer" means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.   "Officer's conflicting interest transaction" means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.   "Related person" of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860.   "Required disclosure" with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860.   "Time of commitment" shall have the same meaning as in paragraph (5) of Code Section 14-3-860.     No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.   An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a member or by or in the right of the corporation, on the ground of an interest in the transaction of the officer or any person with whom or which he or she has a personal, economic, or other association, if:   The transaction was approved by the board of directors after required disclosure;   The transaction was approved by the members after required disclosure;   The action was approved by the superior court in an action to which the Attorney General was a party; or   The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.       (Code 1981, §14-3-865, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66.)
GA Code § 14-3-1001 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1001. Authority of Corporation to Amend

 A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.    (Code 1981, §14-3-1001, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 78 et seq.   C.J.S.   - 7 C.J.S., Associations, § 6. 10 C.J.S., Beneficial Associations, § 25. 18 C.J.S., Corporations, §§ 77, 78. 77 C.J.S., Religious Societies, §§ 15, 16.   ALR.    - 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.    Power of corporation to amend its charter in respect of character or kind of business, 111 A.L.R. 1525.    Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.
GA Code § 14-3-1002 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1002. Amendment Where Corporation Has No Members or Members Not Entitled to Vote

 If a corporation has no members or no members entitled to vote thereon, its incorporators until directors have been chosen and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041.    (Code 1981, §14-3-1002, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 7. 18 Am. Jur. 2d, Corporations, § 78 et seq.   C.J.S.   - 7 C.J.S., Associations, § 6. 10 C.J.S., Beneficial Associations, § 25. 18 C.J.S., Corporations, §§ 77, 78, 80.   ALR.    - 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 § 14-3-1003 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1003. Amendment Where Vote of Members Required

 If the articles or bylaws require a vote of the members:    Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action:   To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;   To delete the names and addresses of the initial directors;   To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;   To change the corporate name; or   To make any other change expressly permitted by this chapter to be made without member action;     If there are members required to vote thereon, to adopt an amendment to a corporation's articles:   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 paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) 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 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; and   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, §14-3-1003, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1004 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1004. Voting on Amendments 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 articles 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 articles, 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 articles, 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, §14-3-1004, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1005 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1005. Articles of Amendment

 A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth:    The name of the corporation;   The text of each amendment adopted;   The date of each amendment's adoption;   If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;   If approval by members was required, a statement that the amendment was duly approved by the members in accordance with the provisions of Code Section 14-3-1003; and   If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041, a statement that the approval was obtained.     (Code 1981, §14-3-1005, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 9. 18 Am. Jur. 2d, Corporations, § 90 et seq.   C.J.S.   - 7 C.J.S., Associations, § 6. 18 C.J.S., Corporations, § 80.   ALR.    - 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 § 14-3-1005.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1005.1. Notice of Intent to Change Corporate Name

  Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation, to publish a notice of the filing of the articles of amendment as required by subsection (b) of this Code section.   No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, 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 the 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 for 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 articles of amendment or the change of the name of the corporation.     RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 95. 18A Am. Jur. 2d, Corporations, § 233.   C.J.S.   - 18 C.J.S., Corporations, § 80.   ALR.    - 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.    Necessity that newspaper be published in English language to satisfy requirements regarding publication of legal or official notice, 90 A.L.R. 500.
GA Code § 14-3-1006 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1006. Restated Articles of Incorporation

  A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.   The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or 14-3-1041.   If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of 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 restatement and contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.   If the board seeks to have the restatement approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.   A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, including or accompanied by a certificate setting forth the following information:   Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or   If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005; and   If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041, a statement that such approval was obtained.     Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.   The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including any certificate filed pursuant to subsection (e) of this Code section.     (Code 1981, §14-3-1006, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 46.)
GA Code § 14-3-1007 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1007. Amendment of Articles Pursuant to Court Order

  A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Code Section 14-3-202.   The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:   The name of the corporation;   The text of each amendment approved by the court;   The date of the court's order or decree approving the articles of amendment;   The title of the reorganization proceeding in which the order or decree was entered; and   A statement that the court had jurisdiction of the proceeding under federal statute.     This Code section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.     (Code 1981, §14-3-1007, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1008 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-3-1008. Effect of Amendment on Existing Cause of Action

 An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation.An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.    (Code 1981, §14-3-1008, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 9. 18 Am. Jur. 2d, Corporations, § 83.   C.J.S.   - 7 C.J.S., Associations, § 6. 18 C.J.S., Corporations, § 81.
GA Code § 14-3-1020 (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|§ 14-3-1020. Amendment Where Corporation Has No Members or Members Not Entitled to Vote

 If a corporation has no members or no members entitled to vote thereon, its incorporators until the organizational meeting of directors and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041.    (Code 1981, §14-3-1020, enacted by Ga. L. 1991, p. 465, § 1.)   COMMENT   This section is based on the Model Act. If a corporation has no members entitled to vote on bylaw amendments, then the directors may amend the bylaws, subject to any approval that may be required pursuant to section 14-3-1030 or 14-3-1041.