reglab/statecodes huggingface dataset:
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-3-860 — 14-3-865) › Section 14-3-865 - Definitions; officer's conflicting interest transactions

(a)
As used in this Code section, the term:
(1)
"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.
(2)
"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.
(3)
"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
.
(4)
"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
.
(5)
"Time of commitment" shall have the same meaning as in paragraph (5) of Code Section
14-3-860
.
(b)
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.
(c)
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 under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, 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:
(1)
The transaction was approved by the board of directors after required disclosure;
(2)
The transaction was approved by the members after required disclosure;
(3)
The action was approved by the superior court in an action to which the Attorney General was a party; or
(4)
The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation. Part
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 66, eff. 7/1/2004.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 14-3-1001 - Authority of corporation to amend

(a)
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.
(b)
Except as provided in the articles of incorporation, a member of a corporation does not have a vested property right resulting from any provision in the articles, including provisions relating to management, control, purpose, or duration of the corporation.
(c)
Subsection (b) of this Code section shall not apply to vested real property rights of members of a corporation, including a property owners' association, established pursuant to a recorded declaration of covenants or any other recorded agreement between the corporation and all of its members.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 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
.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 14-3-1003 - Amendment where vote of members required

If the articles or bylaws require a vote of the members:
(1)
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:
(A)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(B)
To delete the names and addresses of the initial directors;
(C)
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;
(D)
To change the corporate name; or
(E)
To make any other change expressly permitted by this chapter to be made without member action;
(2)
If there are members required to vote thereon, to adopt an amendment to a corporation's articles:
(A)
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;
(B)
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
(C)
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;
(3)
The members may condition the amendment's adoption on any basis;
(4)
The board may condition its submission of the proposed amendment on any basis;
(5)
The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section
14-3-704
. 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
(6)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 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:
(1)
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;
(2)
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
(3)
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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 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:
(1)
The name of the corporation;
(2)
The text of each amendment adopted;
(3)
The date of each amendment's adoption;
(4)
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;
(5)
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
(6)
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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 14-3-1005.1 - Notice of intent to change corporate name

(a)
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.
(b)
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:
"NOTICE OF CHANGE OF CORPORATE NAME
Notice is given that articles of amendment which will change the name of __________________ (present corporate name) to __________________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at __________________ (address of registered office)."
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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 14-3-1006 - Restated articles of incorporation

(a)
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.
(b)
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
.
(c)
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
14-3-704
. 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.
(d)
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.
(e)
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:
(1)
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;
(2)
If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section
14-3-1005
; and
(3)
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.
(f)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(g)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 46, eff. 7/1/2004.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 14-3-1007 - Amendment of articles pursuant to court order

(a)
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
.
(b)
The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:
(1)
The name of the corporation;
(2)
The text of each amendment approved by the court;
(3)
The date of the court's order or decree approving the articles of amendment;
(4)
The title of the reorganization proceeding in which the order or decree was entered; and
(5)
A statement that the court had jurisdiction of the proceeding under federal statute.
(c)
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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-3-1001 — 14-3-1008) › Section 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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 2 - AMENDMENT OF BYLAWS (§§ 14-3-1020 — 14-3-1022) › Section 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
. The corporation shall require notice of any meeting of directors at which an amendment is to be approved. Such notice shall be provided in accordance with Code Section
14-3-822
.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 2 - AMENDMENT OF BYLAWS (§§ 14-3-1020 — 14-3-1022) › Section 14-3-1021 - Amendment where vote of members required

(a)
To adopt an amendment to a corporation's bylaws if there are members required to vote thereon:
(1)
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;
(2)
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
(3)
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.
(b)
The members may condition the amendment's adoption on any basis.
(c)
The board may condition its submission of the proposed amendment on any basis.
(d)
The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section
14-3-704
. 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.
(e)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 2 - AMENDMENT OF BYLAWS (§§ 14-3-1020 — 14-3-1022) › Section 14-3-1022 - Voting on amendments to bylaws by classes of members

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:
(1)
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;
(2)
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
(3)
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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 3 - APPROVAL OF AMENDMENTS (§ 14-3-1030) › Section 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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 4 - AMENDMENT TO OPERATE FOR PROFIT (§§ 14-3-1040 — 14-3-1042) › Section 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.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 4 - AMENDMENT TO OPERATE FOR PROFIT (§§ 14-3-1040 — 14-3-1042) › Section 14-3-1041 - Procedure for amendment

(a)
A charitable corporation may amend its articles of incorporation as provided in Code Section
14-3-1040
only:
(1)
Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or
(2)
If on or before the effective date of the amendment:
(A)
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;
(B)
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
(C)
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.
(b)
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.
(c)
Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member, director, or officer 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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-3-1001 — 14-3-1042) › Part 4 - AMENDMENT TO OPERATE FOR PROFIT (§§ 14-3-1040 — 14-3-1042) › Section 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."
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1101 - Plan of merger

(a)
One or more corporations may merge into another entity or entities, whether foreign or domestic, if the plan of merger is approved for the corporation or corporations as provided in Code Section
14-3-1103
and the merger complies with the applicable approvals, notices, limitations, and restrictions set forth in this article. In addition:
(1)
If one or more of the corporations is a charitable corporation, each corporation must comply with Code Section
14-3-1102
;
(2)
If a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each foreign corporation and foreign business corporation must comply with Code Section
14-3-1106
; and
(3)
If an entity other than a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each other entity must comply with Code Section
14-3-1108
.
(b)
The plan of merger for any merger authorized by this article must set forth:
(1)
The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2)
The terms and conditions of the planned merger; and
(3)
The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.
(c)
The plan of merger may set forth:
(1)
Amendments to the articles of incorporation of the surviving corporation; and
(2)
Other provisions relating to the merger.
(d)
Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 47, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1102 - Merger without court approval; notice to Attorney General; receipt or retention by member of anything resulting from merger

(a)
A charitable corporation may merge with a corporation or foreign corporation or other entity without the prior approval of the superior court so long as notice is provided to the Attorney General pursuant to subsection (b) of this Code section and:
(1)
The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or
(2)
(A)
On or prior to the effective date of the merger, 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;
(B)
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 merger, in accordance with such condition; and
(C)
The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.
(b)
At least 30 days before consummation of any merger of a corporation pursuant to this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.
(c)
No member of a charitable corporation may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity without the prior approval of the superior court in a proceeding in which the Attorney General is provided notice. The court shall approve the transaction if it is in the public interest.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 48, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1104.1 - Required filing of notice of merger

(a)
Together with the articles or certificate of merger, the surviving corporation or entity shall deliver to the Secretary of State an undertaking which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation or entity that the request for publication of a notice of filing the articles or certificate of merger and payment therefor will be made as required by subsection (b) of this Code section.
(b)
No later than the next business day after filing the articles or certificate of merger, the surviving corporation or entity shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving corporation or entity is to be located, if the surviving corporation or entity will be required to maintain a registered office in Georgia, or where the registered office of the merging corporation or entity was located prior to the merger in any other case, 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 MERGER
Notice is given that articles or a certificate of merger which will effect a merger by and between (or among) __________________ (name and state of incorporation or organization of each constituent corporation or entity) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The name of the surviving corporation (or other entity) in the merger will be __________________, a corporation (or other entity) incorporated (organized pursuant to the laws of) in the State of __________________. The registered office of such corporation (name of type of entity) (is) (will be) located at __________________ (address of registered office) and its registered (agent) (agents) at such address (is) (are) __________________ (name or names of agent or agents)."
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 surviving corporation or entity 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 merger.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Added by 2004 Ga. Laws 533, § 51, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1105 - Effect of merger

When a merger governed by this chapter takes effect:
(1)
Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases;
(2)
The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred, subject to any and all conditions to which the property was subject prior to the merger;
(3)
The surviving corporation or entity has all liabilities and obligations of each corporation or entity party to the merger;
(4)
A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; and
(5)
The articles of incorporation and bylaws or governing agreements of the surviving corporation or entity are amended to the extent provided in the plan of merger.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 52, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1106 - Merger with foreign corporation

(a)
One or more foreign corporations or foreign business corporations may merge with one or more corporations if:
(1)
The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger;
(2)
The foreign corporation or foreign business corporation complies with Code Sections
14-3-1104
and
14-3-1104.1
if it is the surviving corporation of the merger; and
(3)
Each corporation complies with the applicable provisions of Code Sections
14-3-1101
through
14-3-1103
and, if it is the surviving corporation of the merger, with Code Sections
14-3-1104
and
14-3-1104.1
.
(b)
Upon the merger taking effect, the surviving foreign corporation or foreign business corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 52, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1107 - Effect of merger on bequest, devise, or other transfer of property

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation or entity and that takes effect or remains payable after the merger, inures to the surviving corporation or entity unless the will or other instrument otherwise specifically provides.
Amended by 2004 Ga. Laws 533, § 52, eff. 7/1/2004.
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 11 - MERGER (§§ 14-3-1101 — 14-3-1108) › Section 14-3-1108 - Merger with other entities; requirements

(a)
Subject to the limitations set forth in Code Sections
14-3-1101
and
14-3-1102
, one or more corporations may merge with one or more entities, except an entity formed under the laws of a state or jurisdiction which forbids a merger with a corporation. The corporation or corporations and one or more entities may merge into a single corporation or other entity, which may be any one of the constituent corporations or entities.
(b)
The board of directors of each merging corporation and the appropriate body of each entity, in accordance with its governing agreements and the laws of the state or jurisdiction under which it was formed, shall adopt a plan of merger in accordance with each corporation's and entity's governing agreements and the laws of the state or jurisdiction under which it was formed, as the case may be.
(c)
In the case of any entity, the plan of merger shall be approved in the manner required by its governing agreements and in compliance with any applicable laws of the state or jurisdiction under which it was formed. In addition, each of the corporations shall comply with all other provisions of this chapter which relate to the merger of corporation. Each other entity shall comply with all other provisions of its governing agreements and all provisions of the laws, if any, of the state or jurisdiction in which it was formed which relate to the merger.
(d)
Each merging entity must comply with Code Sections
14-3-1104
and
14-3-1104.1
if such merging entity is the surviving entity of the merger.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2010 Ga. Laws 506,§ 10, eff. 7/1/2010.
Amended by 2005 Ga. Laws 19,§ 14, eff. 4/7/2005.
Added by 2004 Ga. Laws 533, § 53, eff. 7/1/2004.
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 12 - SALE, ENCUMBRANCE, OR OTHER DISPOSITION OF ASSETS (§§ 14-3-1201 — 14-3-1202) › Section 14-3-1201 - Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets

Unless otherwise provided by this chapter, the articles, or the bylaws, a corporation may, on the terms and conditions and for the consideration determined by the board of directors, and without the approval of the members or any other person:
(1)
Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its property in the usual and regular course of its activities;
(2)
Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities; or
(3)
Transfer any or all of such corporation's assets to one or more other corporations or other entities, of which all of the memberships or interests are owned or controlled by such corporation.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 13 - DISTRIBUTIONS (§§ 14-3-1301 — 14-3-1302) › Section 14-3-1301 - Distributions prohibited

Except as provided in Code Section
14-3-1302
and Article 14 of this chapter, a corporation shall not pay dividends to or make distributions of any part of its assets, income, or profits to its members, directors, or officers.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
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 13 - DISTRIBUTIONS (§§ 14-3-1301 — 14-3-1302) › Section 14-3-1302 - Exceptions to prohibition against distributions

(a)
Payments to any of the following are not unlawful distributions:
(1)
Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation;
(2)
Organizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual; or
(3)
A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia.
(b)
Except for charitable corporations, a corporation may repurchase a membership for the consideration that the member paid for his or her membership or return a portion of a membership fee to a withdrawing member if, after the purchase or return is completed:
(1)
The corporation would be able to pay its debts as they become due in the normal course of business; and
(2)
The corporation's total assets would at least equal the sum of its liabilities.
(c)
Payments of indemnification or reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation are not unlawful distributions.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 54, eff. 7/1/2004.
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 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 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 other than routine formation related 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:
(1)
The name of the corporation;
(2)
The date of its incorporation;
(3)
That:
(A)
The corporation has not admitted members entitled to vote on dissolution;
(B)
The corporation has not commenced activities; and
(C)
The corporation has no net assets;
(4)
That no debt of the corporation remains unpaid; and
(5)
That a majority of the incorporators or initial directors authorized the dissolution.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2005 Ga. Laws 19,§ 14, eff. 4/7/2005.
Amended by 2004 Ga. Laws 533, § 55, eff. 7/1/2004.
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 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1402 - Proposal of dissolution and approval thereof

(a)
A corporation's board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows:
(1)
For a proposal to dissolve to be adopted:
(A)
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
(B)
The members entitled to vote must approve the proposal to dissolve as provided in paragraph (4) of this subsection;
(2)
The board of directors may condition its submission of the proposal for dissolution on any basis;
(3)
The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with Code Section
14-3-704
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation;
(4)
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
(5)
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.
(b)
Unless the articles of incorporation or bylaws require 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.
(c)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 56, eff. 7/1/2004.
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 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 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:
(1)
The name of the corporation;
(2)
The date dissolution was authorized; and
(3)
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
.