2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 4 - DEFINITIONS; NOTICE (§§ 14-3-140 — 14-3-141) › Section 14-3-140 - Definitions

As used in this chapter, the term:
(1)
"Articles of incorporation" or "articles" includes amended and restated articles of incorporation and articles of merger.
(2)
"Board of directors" or "board" means the person or persons vested with the authority to manage the affairs of the corporation, irrespective of the name of such group, but shall not include any person solely by virtue of powers delegated to him or her by Code Section
14-3-801
.
(3)
"Business corporation" means a corporation for profit, incorporated under the provisions of Chapter 2 of this title.
(4)
"Bylaws" means the code of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names of such rules.
(5)
"Charitable corporation" means a corporation that meets the requirements of paragraph (2) of subsection (a) of Code Section
14-3-1302
.
(6)
"Chief executive officer" includes a president or any other individual holding a similar position designated by another title.
(7)
"Chief financial officer" includes a treasurer or any other individual holding a similar position designated by another title.
(8)
"Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this Code section, rights shall be considered the same if they are determined by a formula applied uniformly.
(9)
"Corporation" or "domestic corporation" means a corporation, other than a foreign corporation, incorporated under or subject to the provisions of this chapter.
(10)
"Delegate" means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters. A person is not a member solely by virtue of such person's status as a delegate.
(11)
"Deliver" includes delivery by hand, mail, private carrier, and electronic transmission.
(12)
"Document" means:
(A)
Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments; and
(B)
Any electronic or other medium that is retrievable in perceivable form.
(13)
"Effective date of notice" is described in Code Section
14-3-141
.
(14)
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(15)
"Electronic network" means any medium or electronic system for creating, generating, sending, receiving, storing, displaying, processing, or viewing electronic documents or electronic transmissions among persons.
(16)
"Electronic transmission" or "electronically transmitted" means any form of electronic communication that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.
(17)
"Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, foreign limited partnership, trust, and two or more persons having a joint or common economic interest; domestic joint-stock association and foreign joint-stock association; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; state, United States, and foreign government; and regional commission solely for the purpose of implementing subsection (f) of Code Section
50-8-35
.
(18)
"Foreign business corporation" means a corporation for profit incorporated under a law other than the law of this state.
(19)
"Foreign corporation" means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under, or subject to, this chapter.
(20)
"Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.
(21)
"Governing agreements" includes the articles of incorporation and bylaws of a business corporation, foreign business corporation, or corporation or foreign corporation; the articles of association or trust agreement or indenture and bylaws of a joint-stock association; the articles of organization and operating agreement of a limited liability company; the certificate of limited partnership and limited partnership agreement of a limited partnership; and agreements serving comparable purposes under the laws of other states or jurisdictions.
(22)
"Governmental subdivision" includes an authority, county, district, and municipality or any other political subdivision.
(23)
"Includes" or "including" denotes a partial definition or a nonexclusive list.
(24)
"Individual" means a natural person and includes the estate of an incompetent or deceased individual.
(25)
"Joint-stock association" includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust, or enterprise having members or having outstanding shares of stock or other evidences of financial and beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but shall not include a corporation, partnership, limited liability partnership, limited liability company, or nonprofit organization. A joint-stock association as defined in this paragraph may be formed under the laws of this state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53 or a trust formed under or pursuant to the laws of any other state or jurisdiction.
(26)
"Limited liability company" means any limited liability company formed under Chapter 11 of this title.
(27)
"Limited partnership" includes limited partnerships formed under the laws of this state or of any other state or territory of the United States or the District of Columbia.
(28)
"Mail" includes the United States mail.
(29)
"Means" denotes an exhaustive definition.
(30)
"Member" means without regard to the name by which a person is designated in the articles or bylaws any person who is entitled to vote for the election of a director or directors pursuant to a provision of the corporation's articles that expressly provides for or contemplates the existence of members. A person is not a member solely by virtue of any of the following:
(A)
Any rights such person has as a delegate;
(B)
Any rights such person has to nominate, appoint, or confirm a director or directors;
(C)
Any rights such person has as a director; or
(D)
A contribution by such person to the corporation.
(31)
"Membership corporation" means a corporation whose articles of incorporation provide for a member or members.
(32)
"Notice" is described in Code Section
14-3-141
.
(33)
"Person" includes an individual and an entity.
(34)
"Principal office" means the office in or out of this state so designated in the annual registration where the principal executive offices of a domestic corporation or foreign corporation are located.
(35)
"Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(36)
"Record date" means the date established under Article 6 or 7 of this chapter on which a corporation determines the identity of its members for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(37)
"Secretary" means the corporate officer to whom the board of directors has delegated responsibility under subsection (d) of Code Section
14-3-840
for custody of the minutes of the meetings of the board of directors and of any members and for authenticating records of the corporation.
(38)
"Share" includes shares, memberships, financial or beneficial interests, units, or proprietary or partnership interests in a business corporation or a foreign business corporation, limited liability company, joint-stock association, or limited partnership but does not include debt obligations of any entity.
(39)
"Shareholder" means any person who owns or holds title to or beneficial interest in a share.
(40)
"Signature" or "sign" includes any manual, facsimile, conformed, or electronic signature.
(41)
"State," when referring to a part of the United States, includes a state, commonwealth, the District of Columbia (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.
(42)
"Superior court" means the superior court of the county in which the corporation's registered office is located; if the corporation has no registered office, the county in which the corporation's principal office is located; or, if the corporation has neither a registered office nor a principal office, then the Superior Court of Fulton County.
(43)
"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.
(44)
"Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2016 Ga. Laws 364,§ 2-2, eff. 7/1/2016.
Amended by 2008 Ga. Laws 436,§ 14, eff. 7/1/2009.
Amended by 2005 Ga. Laws 19,§ 14, eff. 4/7/2005.
Amended by 2004 Ga. Laws 533, § 22, eff. 7/1/2004.