reglab/housing_qa huggingface dataset:
GA Code § 14-2-741 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-741. Standing

 A shareholder may not commence or maintain a derivative proceeding unless the shareholder:    Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and   Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.     (Code 1981, §14-2-741, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 29.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 1996 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 491 et seq.   ALR.    - Laches as affecting right of corporation or its stockholders to relief against directors for violations of trust, 10 A.L.R. 370.    Right of stockholder to maintain derivative action based upon mismanagement or misfeasance by officers or directors prior to his acquisition of stock, 148 A.L.R. 1090.    Rights of stockholder of one corporation to maintain derivative action in right of another corporation stock of which is owned by the former corporation ("double derivative suit"), 154 A.L.R. 1295.    Right of former stockholder to maintain stockholder's suit, 168 A.L.R. 906.    Ownership of stock at time cause of action arose as condition of stockholder's right to maintain nonderivative action, 172 A.L.R. 512.   What law governs as to shareholder's right to maintain derivative action, 93 A.L.R.2d 1354.
GA Code § 14-2-742 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-742. Demand

 A shareholder may not commence a derivative proceeding 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 shareholder 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.     (Code 1981, §14-2-742, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 1949.   C.J.S.   - 18 C.J.S., Corporations, § 488 et seq.   ALR.    - Request that stockholders as a body sue directors as a condition of right of individual stockholders to bring the action in the interest of the corporation, 72 A.L.R. 628.   Circumstances excusing demand upon other shareholders which is otherwise prerequisite to bringing of stockholder's derivative suit on behalf of corporation, 48 A.L.R.3d 595.   Negligence, nonfeasance, or ratification of wrongdoing as excusing demand on directors as prerequisite to bringing of stockholder's derivative suit on behalf of corporation, 99 A.L.R.3d 1034.
GA Code § 14-2-743 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-743. Stay of Proceedings

 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, §14-2-743, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 30.)
GA Code § 14-2-744 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-744. Dismissal

  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, §14-2-744, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For annual survey of law of business associations, see 43 Mercer L. Rev. 85 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014). For article, "2019 Georgia Corporation and Business Organization Case Law Developments,” see 25 Ga. St. B.J. 30 (June 2020). For comment, "Deciding Who Should Decide to Dismiss Derivative Suits," see 39 Emory L.J. 937 (1990).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2105 et seq.   ALR.   - Propriety of termination of properly initiated derivative action by "independent committee" appointed by board of directors whose actions (or inaction) are under attack, 22 A.L.R.4th 1206.
GA Code § 14-2-745 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-745. Discontinuance or Settlement

 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 shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.    (Code 1981, §14-2-745, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, "2008 Annual Review of Case Law Development," see 14 (No. 6) Ga. St. B.J. 28 (2009).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 105 et seq.   ALR.    - Settlement or compromise of asserted right of corporation pending a derivative action to enforce it, 150 A.L.R. 872.    Accountability of stockholder for money received upon settlement or discontinuance of derivative action, 169 A.L.R. 946.
GA Code § 14-2-746 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-746. Payment of Expenses

 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, §14-2-746, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2133 et seq.   ALR.    - Validity of statutory provision for attorneys' fees, 90 A.L.R. 530.    Right of protective committee, its attorney, or employee, representing stockholders, bondholders, or other creditors, to compensation for expenses and services, 115 A.L.R. 559.    Attorneys' fees and other expenses incident to controversy respecting internal affairs of corporation as charge against the corporation, 152 A.L.R. 909; 39 A.L.R.2d 580.    Constitutionality, construction, and application of statutes requiring security for costs or expenses in case of stockholder's action in right of corporation, 159 A.L.R. 978.   Amount of attorneys' compensation in absence of contract or statute fixing amount, 57 A.L.R.3d 475.   Validity of statute allowing attorney's fee to successful claimant but not to defendant, or vice-versa, 73 A.L.R.3d 515.   Amount of attorneys' fees in matters involving commercial and general business activities, 23 A.L.R.5th 241.
GA Code § 14-2-747 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 4 - Derivative Proceedings|§ 14-2-747. 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 14-2-743 and 14-2-745 and paragraph (2) of Code Section 14-2-746.    (Code 1981, §14-2-747, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-801 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-801. Requirement for and Functions of Board of Directors

  Except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code Section 14-2-732, each corporation must have a board of directors.   All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, in rights, options, or warrants permitted by paragraph (2) of subsection (d) of Code Section 14-2-624, or except as provided in an agreement among the shareholders meeting the requirements of Code Section 14-2-732.   No limitation upon the authority of the directors, whether contained in the articles of incorporation or an agreement among the shareholders meeting the requirements of Code Section 14-2-732, shall be effective against persons, other than shareholders and directors, who are without actual knowledge of the limitation.     (Code 1981, §14-2-801, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2000, p. 1567, § 6; Ga. L. 2001, p. 4, § 14; Ga. L. 2016, p. 225, § 1-1/SB 128.)    The 2016 amendment,  effective July 1, 2016, in subsection (a), substituted "Except" for "Each corporation must have a board of directors, except" at the beginning, and added ", each corporation must have a board of directors" at the end; in subsection (b), inserted "the board of directors of the corporation", inserted "shall be", inserted "by or" in the middle, substituted "direction, and subject to oversight, of" for "direction of, its", and inserted "except as provided" near the end.   Cross references.   - Qualifications for officers, directors, and stockholders of pharmacy corporations, § 26-4-101.   Law reviews.   - For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article, "Excessive Corporate Risk-Taking and the Decline of Personal Blame," see 65 Emory L.J. 533 (2015). For note on the 2000 amendment of this Code section, see 17 Ga. St. U. L. Rev. 46 (2000). For comment on the survivability of the dead hand provision in corporate America, see 48 Emory L.J. 991 (1999). For comment, "Poison Pills: Are Dead Hand Pills Dead in Georgia?," see 50 Mercer L. Rev. 809 (1999).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1139, 1143 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 543, 545.   ALR.    - Power of board of directors to rescind or modify its action in calling stock for redemption or retirement, 148 A.L.R. 839.   Test in stockholder's actions as to reasonableness of compensation of corporate officers who as directors determine own compensation, 53 A.L.R.3d 358.   Validity of stockholders' agreement allegedly infringing on directors' management powers - modern cases, 15 A.L.R.4th 1078.
GA Code § 14-2-802 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-802. 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 shareholders of the corporation unless the articles of incorporation so require. The articles of incorporation or bylaws may prescribe additional qualifications for directors.    (Code 1981, §14-2-802, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1151 et seq.   ALR.    - Character or ability as a qualification of membership of board of trustees or directors of a private corporation, 30 A.L.R. 248.    Eligibility as corporate director of one who was not stockholder in fact, or not stockholder of record, at time of election, but who afterwards became such, 130 A.L.R. 156.    Validity, construction, and effect of statute or corporate regulation requiring deposit of stock of corporation as condition of qualification of director, 148 A.L.R. 1164.    Validity of transfer or contract incident to transfer of corporate stock to qualify transferee as director or officer, 167 A.L.R. 387.
GA Code § 14-2-803 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-803. Number and Election of Directors

  A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.   The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.   In the case of a corporation having cumulative voting:   Any amendment of the bylaws decreasing the number or minimum number of directors must be adopted by the shareholders; and   No amendment of either the articles of incorporation or the bylaws decreasing the number or minimum number of directors shall be effective when the number of shares voting against the proposal for decrease would be sufficient to elect a director if voted cumulatively at an annual election.     After initial election or appointment pursuant to Code Section 14-2-205, directors are elected at each annual shareholders' meeting unless their terms are staggered under Code Section 14-2-806.     (Code 1981, §14-2-803, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 31; Ga. L. 2016, p. 225, § 1-2/SB 128.)    The 2016 amendment,  effective July 1, 2016, substituted the present provisions of subsection (b) for the former provisions, which read: "The articles of incorporation or bylaws may authorize the shareholders or 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 a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or, if the articles or bylaws so provide, by the board of directors."   Law reviews.   - For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1148 et seq., 1159.   C.J.S.   - 19 C.J.S., Corporations, §§ 522, 532, 533.   ALR.    - Eligibility as corporate director of one who was not stockholder in fact, or not stockholder of record, at time of election, but who afterwards became such, 130 A.L.R. 156.   Provision authorizing directors to fill vacancies as applicable to newly created directorships, 6 A.L.R.2d 174.   Construction, application, and effect of constitutional provisions or statutes relating to cumulative voting of stock for corporate directors, 43 A.L.R.2d 1322.   Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.   Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser's designees, 13 A.L.R.3d 361.
GA Code § 14-2-804 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-804. Election of Directors by Certain Classes of Shareholders

 If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares or series. Each class (or classes) or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.    (Code 1981, §14-2-804, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 857.   C.J.S.   - 19 C.J.S., Corporations, § 524 et seq.
GA Code § 14-2-805 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-805. Terms of Directors Generally

  The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.   The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Code Section 14-2-806.   A decrease in the number of directors does not shorten an incumbent director's term.   A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the shareholders and until the election and qualification of the successor.   Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.     (Code 1981, §14-2-805, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985). For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B.J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1186.   C.J.S.   - 19 C.J.S., Corporations, §§ 535, 536.   ALR.   - Provision authorizing directors to fill vacancies as applicable to newly created directorships, 6 A.L.R.2d 174.   Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser's designees, 13 A.L.R.3d 361.
GA Code § 14-2-806 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-806. Staggered Terms for Directors

  The articles of incorporation or a bylaw adopted by the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.   When the number of directors is increased and any newly created directorships are filled by the board, the terms of the additional directors shall expire at the next annual election of directors by the shareholders.     (Code 1981, §14-2-806, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2016, p. 225, § 1-3/SB 128.)    The 2016 amendment,  effective July 1, 2016, in subsection (a), in the first sentence, deleted "the" following "terms of", and deleted ", with each group containing one half or one third of the total, as near as may be" following "three groups"; in subsection (b), deleted the introductory language which read: "If directors have staggered terms and the number of directors is thereafter changed:"; deleted paragraph (b)(1), which read: "Any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible; and"; and deleted the paragraph (b)(2) designation.   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B.J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1186 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 518 et seq., 535.   ALR.   - Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.
GA Code § 14-2-807 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 1 - Board of Directors|§ 14-2-807. 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 chairperson, or to the corporation.   A resignation shall be effective when the notice is delivered unless the notice specifies either a later effective date or an effective date determined upon the happening of an event.   A resignation that is conditioned upon the happening of an event may provide that it is irrevocable.     (Code 1981, §14-2-807, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 13; Ga. L. 2008, p. 253, § 3/SB 436.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1208 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 537.   ALR.    - When resignation of officer of private corporation becomes effective, 20 A.L.R. 267.