reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 10 - SHAREHOLDERS (§§ 7-1-430 — 7-1-441) › Section 7-1-440 - Derivative actions by shareholders; when proper

A derivative action may be brought by a shareholder in the right of the bank or trust company to procure a judgment in its favor against directors, officers, or other representatives of the bank or trust company, or shareholders, or third parties, or any combination thereof, whenever the bank or trust company has a claim or cause of action which the representatives of the bank or trust company, in violation of their duties, have failed to enforce, including a claim or cause of action against such representatives for their failure in this respect.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 11 - DIVIDENDS, DISTRIBUTIONS, AND PREFERRED SHARE ACQUISITION (§§ 7-1-460 — 7-1-463) › Section 7-1-461 - Distribution upon reduction of capital stock or paid-in capital

(a)
Upon the decrease of capital stock of a bank or trust company pursuant to amendment of its articles as provided in this chapter, the board of directors, subject to restrictions of the articles, may distribute to the shareholders of the bank or trust company an amount in cash equal to all or part of the amount of the decrease in capital stock, if immediately after such distribution the bank or trust company would have the capital stock required by this chapter.
(b)
Any portion of the amount of a decrease in capital stock which is not distributed to shareholders in accordance with this Code section shall be transferred to paid-in capital.
(c)
A bank or trust company, by resolution of its board of directors, may distribute to its shareholders amounts representing a reduction in its paid-in capital, provided that such distribution shall first be approved in writing by the department.
Amended by 2019 Ga. Laws 270,§ 14, eff. 7/1/2019.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 11 - DIVIDENDS, DISTRIBUTIONS, AND PREFERRED SHARE ACQUISITION (§§ 7-1-460 — 7-1-463) › Section 7-1-462 - Dividends and distributions must be authorized by chapter

The directors of a bank or trust company shall not declare dividends or authorize or ratify the distribution of any part of its assets to shareholders by purchase of its shares or otherwise, except as authorized by this chapter.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 11 - DIVIDENDS, DISTRIBUTIONS, AND PREFERRED SHARE ACQUISITION (§§ 7-1-460 — 7-1-463) › Section 7-1-463 - Preferred share acquisition

(a)
Unless otherwise provided in its articles, a bank or trust company, by resolution of its board of directors and with the prior approval of the department, may redeem or otherwise acquire preferred shares. In determining whether or not to give its approval under this subsection, the department shall give primary consideration to the question of whether or not, after the cancellation of the preferred shares, the capital accounts of the bank or trust company would be adequate to support its anticipated deposit or trust business.
(b)
Preferred shares which are redeemed or otherwise acquired shall be canceled and shall not be reissued without prior approval of the department.
Amended by 2019 Ga. Laws 270,§ 15, eff. 7/1/2019.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-480 - Board of directors

(a)
Administration of the business and affairs of a bank or trust company shall be the responsibility of a board of directors.
(b)
Seventy-five percent of the directors shall be citizens of the United States and at least a majority shall:
(1)
Reside in Georgia; or
(2)
Reside within 40 miles of any banking location authorized to offer a complete banking or trust service.
(c)
The residency requirements of paragraphs (1) and (2) of subsection (b) of this Code section shall not apply to banks having branches in states other than Georgia, provided that the residency of directors is consistent with the bank's articles of incorporation and bylaws.
(d)
The department may waive or modify the requirements of subsection (b) of this Code section relating to the residency requirements in the State of Georgia.
(e)
Notwithstanding other provisions of this Code section, directors who were legally qualified to serve on April 1, 1975, may continue to serve for such time as they are continuously members of the board of directors of their bank or trust company.
Amended by 2020 Ga. Laws 492,§ 3, eff. 1/1/2021.
Amended by 2001 Ga. Laws 299, § 4, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-481 - Adopting, amending, and repealing bylaws

The board of directors shall have the power to adopt, amend, or repeal bylaws as specified in paragraph (4) of Code Section
7-1-260
unless such power is reserved exclusively to the shareholders by the articles or in bylaws previously adopted by the shareholders; but any bylaws adopted by the board of directors may be altered, amended, or repealed and new bylaws adopted by the shareholders. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the board of directors. Copies of the bylaws and any change, addition, or amendment thereto shall be filed with the department immediately upon adoption by the directors or the shareholders.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-482 - Number, term, and compensation of directors; effect of failure to maintain at least five directors

(a)
The articles or bylaws of any bank or trust company may fix the number of directors of its policy-making board at not less than five nor more than 25 and may provide that the board may, within such limitation, increase or decrease the number of directors by not more than two in any one year, provided that nothing in this subsection shall require a bank with a board of directors of less than five on July 1, 1972, to increase its board to five members. The failure of a bank or trust company to maintain at least five directors at any time does not exculpate the remaining directors from their obligations and liabilities associated with the actions and decisions made as directors of the financial institution, nor does it in any way void any actions taken or decisions made by the board of directors during any such time that there were less than five directors.
(b)
Except as otherwise provided in this chapter, each director shall be elected by the shareholders for a term of one year or for staggered terms as provided in Code Section
14-2-806
and shall serve until he or she resigns, is removed, or becomes disqualified or until his or her successor shall have been duly elected and qualified.
(c)
Except as otherwise provided in the articles or bylaws, the board of directors may fix the compensation for directors; and a director may be a salaried officer of the bank or trust company.
(d)
Notwithstanding the requirements of this Code section, the board of directors of a bank may appoint one or more nonpolicy-making regional boards of directors to consist of a number of persons to be determined by the board. The members of such regional boards may not set bank policy but may exercise certain powers, duties, and responsibilities as delegated by the board. Such regional board members shall have the same status as nonpolicy-making officers of the bank. All such delegations shall be documented in detail in the minutes of the board.
Amended by 2011 Ga. Laws 169,§ 3, eff. 7/1/2011.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-483 - Meetings of board; quorum; committees; acting without meeting

(a)
The board of directors shall hold regular meetings at such times as may be fixed by the bylaws and shall at all times be subject to call by the chairman of the board, by the president, or by any two members of the board. The board shall meet at least once in ten different months of each calendar year unless an alternative schedule is approved in writing by the department, but in no event shall the board meet less frequently than once in each calendar quarter.
(b)
Unless otherwise provided in the articles or bylaws:
(1)
A majority of all the directors in office shall constitute a quorum for the transaction of business; and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the board;
(2)
The board of directors may designate three or more of its number to constitute an executive committee or other committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in regard to the business of the bank or trust company;
(3)
Any action which may be taken at a meeting of the directors or of the members of an executive or other committee may be taken without a meeting if a consent or consents in writing setting forth the action shall be signed by all of the directors or all of the members of the executive or other committee and filed with the secretary of the bank or trust company; and
(4)
The board of directors may determine that a meeting of such board will be held, in whole or in part, by any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting.
Amended by 2021 Ga. Laws 174,§ 6, eff. 7/1/2021.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-484 - Oath of directors; liability of persons who have not subscribed to such oath

(a)
Each director, before assuming office, shall take an oath or affirmation that he will diligently and honestly perform his duties in the administration of the affairs of the bank or trust company, that he will not permit a willful violation of law by the bank or trust company, and that he meets the eligibility requirements of this chapter and of the articles and bylaws.
(b)
A copy of the oath shall be signed by each director and shall be placed into the minutes of the meetings of the directors. No director shall be authorized to participate in the affairs of the board or receive any compensation for service as a director until the oath has been executed by such director. Any person seeking to act in the capacity of a director before subscribing to the oath and otherwise qualifying for service pursuant to the bylaws of the bank or the laws and regulations governing the operations of the bank shall be fully liable for his actions to the same extent as if that person had qualified to serve as a bank director.
(c)
The oath shall not modify in any manner the legal duties of or the standard of care for directors in the exercise of such duties.
Amended by 2018 Ga. Laws 339,§ 8, eff. 5/3/2018.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-485 - Removal of directors; vacancies

(a)
The entire board of directors or an individual director may be removed without cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors.
(b)
The board may remove a director from office if:
(1)
The director is adjudicated an incompetent by a court or is convicted of a felony;
(2)
The director does not, within 60 days after his or her election or such longer time as the bylaws may specify, accept the office in writing or by attendance at a meeting and fulfill other requirements for holding the office;
(3)
The director fails to attend regular meetings of the board for six successive monthly meetings or two successive quarterly meetings, if quarterly meetings have been approved by the department, without having been excused by the board;
(4)
The director was an employee or duly elected officer of the bank or trust company and was discharged or resigned at the request of the board for reasons relating to performance of duties as an employee or officer of the bank or trust company;
(5)
The director has been indicted for any crime involving moral turpitude, dishonesty, or breach of trust; or
(6)
The director has failed to make payments on a loan or other extension of credit which causes a loss to a financial institution.
(c)
Vacancies in the board of directors, whether caused by removal or otherwise and including vacancies resulting from an increase in the number of directors, may be filled by the remaining members of the board, even though less than a quorum. Each director so elected shall be a director until his successor is elected by the shareholders, who shall make such election at the next annual meeting of shareholders or at any special meeting called for that purpose prior thereto.
Amended by 2017 Ga. Laws 57,§ 12, eff. 6/1/2017.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-486 - Honorary and advisory positions

The board of directors of any bank or trust company may appoint an individual as an honorary director or director emeritus or member of an advisory board. An individual so appointed may be compensated but may not vote at any meeting of the board of directors or be counted in determining a quorum and shall not have any responsibility or be subject to any liability imposed upon a director, or otherwise be deemed a director.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-487 - Audits and financial reports

(a)
The board of directors shall at least once each year have made by independent certified public accountants an audit of the books and affairs of the bank or trust company, including such matters as may be required by the department and including, in the case of a trust company, accounts held in a fiduciary or other representative capacity. An audit of a bank holding company performed in accordance with this Code section may be made in lieu of individual audits of subsidiaries of the bank holding company. The department may by regulation establish minimum standards for audits and reports under this Code section.
(b)
A report of the audit made under subsection (a) of this Code section shall be signed by the accountants who make it. A signed copy of the report shall be submitted to the board for approval or rejection and kept in the files of the bank or trust company. The bank or trust company shall submit the audit to the department in accordance with department regulations.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-488 - Officers, agents, and employees; employee share plans

(a)
A bank or trust company shall have a president, a secretary, and such other officers as the directors may from time to time designate. An individual may hold more than one office, except that the individual shall not be both president and secretary.
(b)
Except as otherwise provided in the articles or bylaws, the board of directors shall elect the officers, fix their compensation, and fill vacancies, however occurring. An officer elected or appointed by the board may be removed by the board at any time, whenever in its judgment the best interests of the institution will be served thereby, without prejudice to any contract right of such officer. The department shall immediately be notified in writing when the individual holding the position of chief executive officer or president of the bank changes.
(c)
The officers, as between themselves and the bank or trust company, shall have such authority and perform such duties as may be provided in the bylaws adopted by the board.
(d)
A bank or trust company may also employ such agents or employees as may be required for the prompt and orderly discharge of its business.
(e)
(1)
Except as otherwise provided in the articles, a bank or trust company may adopt and carry out a plan, approved by the directors and the affirmative vote of a majority of the shares entitled to vote thereon, for the sale of shares, or for the granting of options for shares, to some or all of the officers and employees of the bank or trust company or of any affiliate of the bank or trust company or to a trustee on behalf of such employees, upon such terms and conditions and in such manner as may be provided by the bylaws or by the board. In any such plan:
(A)
Such shares may be sold or optioned upon terms (not less than the par value thereof) which are deemed advantageous to the bank or trust company by the directors other than directors who may benefit by their action or, if the number of directors who will not benefit by the action is fewer than three, by the shareholders; and
(B)
In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders as to the adequacy of the consideration received for any rights or options to purchase shares under the plan shall be conclusive.
(2)
Such a plan may be adopted whether or not it qualifies for special tax treatment under the laws of the United States.
Amended by 2016 Ga. Laws 450,§ 7-11, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-489 - Fidelity bonds

Any director who is authorized to handle money or negotiable assets on behalf of a bank or trust company and all officers and employees of a bank or trust company shall be bonded by a regularly incorporated surety company authorized to do business in this state, and the bank or trust company may pay the cost of such fidelity bonds. The form, amount, and surety of such fidelity bonds shall be such as are approved by the board of directors; but the department may require an additional amount or new or additional surety.
Amended by 2015 Ga. Laws 64,§ 10, eff. 7/1/2015.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-490 - Responsibility of directors and officers; delegation of investment decisions

(a)
Directors and officers of a bank or trust company shall discharge the duties of their respective positions in good faith and with the degree of diligence, care, and skill which an ordinarily prudent person would exercise under similar circumstances.
(b)
In performing his or her duties, a director or officer may be entitled to rely upon:
(1)
Other officers, employees, or agents of the bank or trust company whom the director or officer reasonably believed to be reliable and competent in the functions performed; and
(2)
Information, data, opinions, reports, or statements provided by other officers, employees, agents of the bank or trust company, legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.
(c)
There shall be a presumption that the process directors and officers followed in arriving at decisions was done in good faith and that such directors and officers have exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation of the standard of care of a director or officer in a like position under similar circumstances.
(d)
A bank, through its board of directors, may delegate to a correspondent bank the power to determine, within the limits set by law, the investments in which its assets, including reserve assets, may be held, provided that the bank must obtain the prior written approval of the department for such delegation.
(e)
Nothing in this Code section shall:
(1)
In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the bank or trust company as evaluated under paragraph (3) of subsection (b) of Code Section
14-2-861
, alter the burden of proving the fact or lack of fairness otherwise applicable;
(2)
Alter the fact or lack of liability of a director or officer under the Official Code of Georgia Annotated, including Code Sections
7-1-492
and
7-1-494
;
(3)
Affect any rights to which the bank or trust company or its shareholders may be entitled under another law of this state or of the United States; or
(4)
Deprive a director or officer of the applicability, effect, or protection of the business judgment rule.
Amended by 2019 Ga. Laws 321,§ 7, eff. 5/12/2019.
Amended by 2017 Ga. Laws 248,§ 1, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-491 - Financing involving directors or officers

In addition to other provisions in this chapter and federal law, a bank or trust company shall not make loans or otherwise extend financing to any one of its directors or policy-making officers except on terms, rates, and conditions which are not preferential. Preferential terms, rates, and conditions shall be determined by comparison to those terms, rates, and conditions offered contemporaneously to other borrowers making substantially similar loan requests, having substantially similar credit histories, and offering substantially similar collateral. Such loans shall be made only after the application of prudent loan underwriting criteria normally applied to loan requests of a similar nature from applicants who are not directors and policy-making officers. Approval procedures for such loans should be designed to minimize any potential abuse by bank insiders.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-492 - Prohibitions applicable to directors, officers, and employees

(a)
No director, officer, or employee of a bank or trust company shall:
(1)
Receive anything of value for procuring or attempting to procure any loan from or investment by the bank or trust company;
(2)
Purchase, or directly or indirectly be interested in purchasing, from the bank or trust company for less than its face value any promissory note or other evidence of indebtedness issued by the bank or trust company;
(3)
Purchase or sell any other asset to the bank or trust company except:
(A)
Upon terms not less favorable to the bank or trust company than those offered to other persons or corporations; and
(B)
With the prior approval of the board of directors or a committee thereof authorized to act for the board, unless the transaction is made in the regular course of business.
(b)
No director shall be eligible to vote concerning any purchase or sale where he is or would be a party to the transaction.
(c)
It shall be unlawful for any bank or trust company to lend to any officer, director, or employee any funds held in trust under powers granted in this chapter.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 12 - MANAGEMENT (§§ 7-1-480 — 7-1-494) › Section 7-1-493 - Actions against directors and officers

(a)
An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of a bank or trust company to procure for the benefit of the bank or trust company a judgment for the following relief:
(1)
To compel the defendant to account for his or her official conduct, or to decree any other relief called for by his or her official conduct, in the following cases:
(A)
The neglect of, failure to perform, or other violation of his or her duties in the management of the bank or trust company or in the disposition of corporate assets committed to his or her charge;
(B)
The acquisition by himself or herself, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of his or her duties;
(C)
The appropriation, in violation of his or her duties, of any business opportunity of the bank or trust company;
(2)
To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful corporate transaction, where there is sufficient evidence that it will be made;
(3)
To set aside an unlawful conveyance, assignment, or transfer of corporate assets, where the transferee knew of its unlawfulness and is made a party to the action.
(b)
An action may be brought for the relief provided in this Code section and in Code Section
7-1-494
, relating to the liability of directors in certain cases, by the bank or trust company, or by a receiver, trustee in bankruptcy, officer, director, or judgment creditor thereof, or by a shareholder in accordance with Code Sections
7-1-440
and
7-1-441
, relating to derivative actions.
(c)
No action shall be brought for the relief provided in this Code section more than four years from the time the cause of action accrued.
(d)
This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party, provided that after April 1, 1975, Code Section
14-4-65
, relating to improper dividends and liability of officers, shall no longer be applicable to officers or directors of banks or trust companies.
(e)
Notwithstanding the foregoing, a bank or trust company may provide in its articles of incorporation for the elimination or limitation of the personal liability of a director to the bank or trust company or its shareholders to the same extent as a business corporation incorporated under the provisions of Chapter 2 of Title 14.
Amended by 2018 Ga. Laws 339,§ 9, eff. 5/3/2018.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-510 - Authorized amendments; articles entirely restated; notice to Secretary of State

(a)
A bank or trust company may, in the manner provided in this part, amend its articles at any time in order to make any change therein which would then be authorized for inclusion in original articles under this chapter, including without limitation an amendment:
(1)
To adopt a new name permitted to be used under this chapter;
(2)
To renew the term for which it is to exist or to provide for perpetual duration;
(3)
To change, add to, or diminish the statement of its purpose or purposes;
(4)
To increase or diminish the aggregate number of shares which it has authority to issue or to reclassify the shares by changing the number, par value, designations, preferences, redemption provisions, or relative, participating, optional, or other special rights of the shares or the qualifications, limitations, or restrictions of such rights, either with or without an increase or decrease in the number of shares;
(5)
To restate the articles in their entirety;
(6)
To change its main office location to a new location; or
(7)
In the case of a bank, to become a trust company and, in the case of a trust company, to become a bank, with or without retaining an existing capacity to engage in the banking or trust business as the case may be.
(b)
Articles restated in their entirety shall state the street address and county of the current instead of the original main office of the bank or trust company and need not state the names or other information concerning the first directors or the incorporators.
(c)
Articles need not be amended for the addition or change of a registered agent or the change of a registered office. The bank or trust company shall, however, notify in writing the department and the Secretary of State of such changes.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-511 - Proposal and adoption of amendments

(a)
An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders.
(b)
The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required under Code Section
7-1-6
.
(c)
Except as provided in subsections (d), (e), and (f) of this Code section, adoption of each amendment shall require the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon and, if any class is entitled to vote thereon as a class, of the holders of at least a majority of the outstanding shares of such class.
(d)
If a proposed amendment would:
(1)
Make any change in the preferences, redemption provisions, qualifications, limitations, restrictions, or special or relative rights of the shares of any class adverse to such class;
(2)
Increase or decrease the par value of the shares of any class;
(3)
Increase the authorized number of shares of any class;
(4)
Limit or deny the existing preemptive rights of the shares of any class; or
(5)
Authorize a new class of shares or increase the number of authorized shares of any class, senior or superior in any respect to the shares of any class previously authorized,
the holders of the outstanding shares of such class shall be entitled to vote as a class on such amendment regardless of any limitation stated in the articles on the voting rights of such class.
(e)
Any amendment for the purposes set forth in paragraph (7) of subsection (a) of Code Section
7-1-510
shall require for its adoption the affirmative vote of at least two-thirds of all the shares entitled to vote thereon or of each class entitled to vote thereon where voting by class is required.
(f)
Notwithstanding the other provisions of this Code section, the board of directors may adopt a resolution amending the articles to change the name of the bank or trust company without shareholder action unless the articles provide otherwise.
Amended by 2023 Ga. Laws 348,§ 6, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-512 - Execution, contents, filing, and effect of articles of amendment

(a)
Upon the adoption of an amendment, articles of amendment shall be signed by two duly authorized officers of the bank or trust company under its seal and shall contain:
(1)
The name of the bank or trust company;
(2)
The street address and county of its main office;
(3)
Whether it was incorporated with banking or trust powers or both;
(4)
The time and place of the meeting of shareholders at which the shareholders approved the resolution of the board of directors, as originally proposed or as amended, and the kind and period of notice given to the shareholders;
(5)
The number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote as a class, the number of shares of each such class;
(6)
The number of shares voted for and against the amendment and, if shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the amendment; and
(7)
The amendment adopted, which shall be set forth in full.
(b)
The articles of amendment shall be filed with the department together with:
(1)
The fee required by Code Section
7-1-862
; and
(2)
As soon as possible, a publisher's affidavit as proof of publication of the advertisement required by Code Section
7-1-513
.
(c)
The filing of articles of amendment shall constitute an application for a certificate of amendment. If the articles of amendment involve a change in the name of a bank or trust company, it shall reserve the proposed new name under the procedures of Code Section
7-1-131
.
Amended by 2015 Ga. Laws 64,§ 11, eff. 7/1/2015.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-513 - Certification of articles of amendment; delivery to bank or trust company; publication of notice

When the articles of amendment are filed, the department shall certify one of the copies thereof and deliver the same to the bank or trust company. The bank or trust company shall cause to be published in a publication as specified in the rules, regulations, or written policies of the department a copy of the articles of amendment or, in lieu thereof, a statement in substantially the following form:
NOTICE OF AMENDMENT
An application for a certificate of amendment of its articles of incorporation has been made by (name of bank or trust company) by filing such application with the Department of Banking and Finance in accordance with the applicable provisions of Chapter 1 of Title 7 of the Official Code of Georgia Annotated, known as the "Financial Institutions Code of Georgia." The (purpose) (purposes) of said articles of amendment (is) (are) (state the purpose of each amendment affected by the articles of amendment).
The articles of amendment or the statement must be published once a week for two consecutive weeks with the first publication occurring within ten days of receipt by the newspaper of the articles of amendment or statement.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-514 - Approval or disapproval of articles of amendment

(a)
Upon receipt of the articles of amendment, the department shall conduct such investigation as it may deem necessary to determine:
(1)
That the articles of amendment and supporting items satisfy the requirements of this chapter;
(2)
Where the amendment would grant new powers or status to a bank or trust company, that the criteria for the granting of such powers or status as an original matter have been satisfied;
(3)
Where the amendment decreases the capital stock of the institution, that the remaining capital stock will be adequate to support its anticipated banking or trust business;
(4)
Where the amendment provides for a change to a new location, that the criteria for establishing a banking office at the new location have been satisfied; and
(5)
That the interests of the shareholders, depositors, and the public will not be impaired by the amendment.
(b)
Within 60 days after receipt of the articles of amendment, the department, in its discretion, shall approve or disapprove the articles of amendment on the basis of its investigation and criteria set forth in subsection (a) of this Code section. If the department shall approve the articles of amendment, it shall deliver its written approval to the Secretary of State with a copy of the amendment attached and notify the bank or trust company of its action. If the department shall disapprove the articles of amendment, it shall give written notice to the bank or trust company and shall furnish to the bank or trust company a statement generally setting out the unfavorable factors influencing its decision. The decision of the department shall be conclusive, except that it may be subject to judicial review as provided in Code Section
7-1-90
.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-515 - Issuance of certificate of amendment

If all the fees and charges required by law have been paid and, in the case of a change of name, if the proposed new name of the bank or trust company continues to be reserved or is available on the records of the Secretary of State, upon the receipt by the Secretary of State of the written approval of the department and of proof of publication of the amendments as required by Code Section
7-1-513
, the Secretary of State shall immediately issue to the bank or trust company a certificate of amendment and shall retain a copy thereof along with the approved articles of amendment, the written approval of the department, and the proof of publication.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 13 - AMENDMENT OF ARTICLES (§§ 7-1-510 — 7-1-516) › Section 7-1-516 - Effect of certificate of amendment

(a)
As of the issuance of the certificate of amendment by the Secretary of State, each amendment shall become effective and the articles shall be deemed to be amended accordingly.
(b)
The certificate of amendment shall be conclusive evidence of the performance of all conditions required by this chapter for amendment of articles, except as against the state.
(c)
No amendment shall affect any existing cause of action in favor of or against the bank or trust company, any pending action in which the bank or trust company is a party, or existing rights of persons other than shareholders. If the amendment changes the name of the bank or trust company, no action by or against the institution shall be abated for that reason.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 14 - MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES (§§ 7-1-530 — 7-1-537) › Section 7-1-533 - Additional filings with department

The parties to the plan shall also file with the department:
(1)
An application and information desired by the department in order to evaluate the proposed merger, share exchange, or consolidation, which shall be made available in the form specified by the department;
(2)
Applicable fees established by regulation of the department to defray the expenses of the investigation required by Code Section
7-1-534
; and
(3)
If the merger, share exchange, or consolidation involves the adoption of a new name, a certificate of the Secretary of State reserving said name under Code Section
7-1-131
.
Amended by 2007 Ga. Laws 256,§ 7, eff. 7/1/2007.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 14 - MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES (§§ 7-1-530 — 7-1-537) › Section 7-1-535 - Federal approval or disapproval; issuance of certificate of merger, share exchange, or consolidation

(a)
If the laws of the United States require the approval of the merger, share exchange, or consolidation by any federal agency, the department may elect to not act on the application until it receives notice of the decision of such agency.
(b)
If all the taxes, fees, and charges required by law shall have been paid and if the name of the resulting bank or trust company in a merger or consolidation continues to be reserved or is available on the records of the Secretary of State, upon receipt of the written approval of the department, the Secretary of State shall issue to the resulting bank or trust company or the acquiring corporation or limited liability company in a share exchange a certificate of merger, share exchange, or consolidation with the approved articles of merger or consolidation attached thereto and shall retain a copy of such certificate, articles, and approval by the department.
Amended by 2022 Ga. Laws 748,§ 10, eff. 7/1/2022.
Amended by 2021 Ga. Laws 174,§ 11, eff. 7/1/2021.
Amended by 2007 Ga. Laws 256,§ 9, eff. 7/1/2007.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 14 - MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES (§§ 7-1-530 — 7-1-537) › Section 7-1-536 - Effect of merger, share exchange, or consolidation

(a)
As of the issuance of the certificate of merger, share exchange, or consolidation by the Secretary of State, the merger, share exchange, or consolidation shall be effective.
(b)
The certificate of merger, share exchange, or consolidation shall be conclusive evidence of the performance of all conditions precedent to the merger, share exchange, or consolidation and of the existence or creation of the bank or trust institution, except as against the state.
(c)
When a merger or consolidation becomes effective, each party to the plan, except the resulting bank or trust company, shall cease to exist as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the bank or trust company and which shall have, without further act or deed, all the property, rights, powers, trusts, duties, and obligations of each party to the plan. When a share exchange becomes effective, the shares of each acquired bank or trust company are exchanged as provided in the plan, and the former holders of the shares are entitled only to the share exchange rights provided in the plan of share exchange or to their rights under Code Section
7-1-537
.
(d)
The articles of the resulting bank or trust company shall be, in the case of a merger, the same as its articles prior to the merger with any change stated in the articles of merger or, in the case of a consolidation, the provisions stated in the articles of consolidation.
(e)
The resulting bank or trust company, or the acquired bank or trust company in a share exchange, shall have the authority to engage only in such business and exercise only such powers as are then permissible upon original incorporation under this chapter and shall be subject to the same prohibitions and limitations as it would then be subject to upon original incorporation. It may, however, subject to permission of the department as set out in Code Sections
7-1-530
and
7-1-555
, engage in any business and exercise any right that any bank or trust company which is a party to the plan could lawfully exercise or engage in immediately prior to the merger, share exchange, or consolidation.
(f)
No liability of any party to the plan or of its shareholders, directors, or officers shall be affected nor shall any lien on any property of a party to the plan be impaired by the merger, share exchange, or consolidation. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger, share exchange, or consolidation had not taken place or the resulting bank or trust company may be substituted in its place.
Amended by 2007 Ga. Laws 256,§ 10, eff. 7/1/2007.
Amended by 2001 Ga. Laws 299, § 6, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 2 - BANKS AND TRUST COMPANIES (§§ 7-1-240 — 7-1-628.15) › Part 14 - MERGER AND CONSOLIDATION OF STATE BANKS AND TRUST COMPANIES (§§ 7-1-530 — 7-1-537) › Section 7-1-537 - Rights of dissenting shareholders; surrender of certificates

(a)
A shareholder of a bank or trust company which is a party to a plan of proposed merger, share exchange, or consolidation under this part who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14, known as the "Georgia Business Corporation Code."
(b)
The bank or trust company into which the other or others have been merged or consolidated, or the acquiring corporation in a share exchange, as the case may be, shall have the right to require the return of the original certificates of stock held by each shareholder in each or either of the institutions and in lieu thereof:
(1)
To issue to each shareholder new certificates for such number of shares of the institution into which the others shall have been merged or consolidated or of the acquiring corporation in a share exchange; or
(2)
To cause to be paid or delivered to each shareholder the amount of cash or securities of any other corporation or combination of cash and such securities as, under the plan of merger, share exchange, or consolidation, the said shareholder may be entitled to receive.
Amended by 2007 Ga. Laws 256,§ 11, eff. 7/1/2007.