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 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 5 - COURT-ORDERED MEETINGS (§ 14-3-160) › Section 14-3-160 - Authority of court to order meetings; notice; validity of meeting or vote

(a)
If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, other person entitled to participate, or the Attorney General, the superior court may order that such a meeting be called or that a ballot in writing or by electronic transmission or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(b)
The court shall, in an order issued pursuant to this Code section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, or this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this Code section the court may determine who the members or directors are.
(c)
The order issued pursuant to this Code section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.
(d)
Whenever practical, any order issued pursuant to this Code section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this Code section; provided, however, that an order under this Code section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
(e)
Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this Code section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 23, 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 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 6 - POWERS OF ATTORNEY GENERAL (§ 14-3-170) › Section 14-3-170 - Powers and authority of Attorney General

(a)
The Attorney General may petition the superior court:
(1)
To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;
(2)
To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;
(3)
To dissolve a corporation that:
(A)
Obtained its articles of incorporation through fraud;
(B)
Was reinstated under Code Section
14-3-1422
through fraud; or
(C)
Has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or
(4)
To compel accounting and restitution or other appropriate relief for violation of Code Sections
14-3-830
,
14-3-842
,
14-3-860
through
14-3-864
, or
14-3-1301
.
(b)
In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section
45-15-17
.
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 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 7 - RELIGIOUS CORPORATIONS DOCTRINE (§ 14-3-180) › Section 14-3-180 - Construction of chapter when religious doctrine inconsistent

If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 8 - [DONOR INTENT PROTECTION] (§§ 14-3-190 — 14-3-192) › Section 14-3-190 - [Short title]

This part shall be known and may be cited as the "Donor Intent Protection Act."
Added by 2024 Ga. Laws 423,§ 1, eff. 7/1/2024, app. to any endowment agreement entered into on or after 7/1/2024.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 8 - [DONOR INTENT PROTECTION] (§§ 14-3-190 — 14-3-192) › Section 14-3-191 - [Definitions]

As used in this part, the term:
(1)
"Charitable organization" shall have the same meaning as provided in Code Section
14-3-140
, provided that such organization is recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code.
(2)
"Charitable trust" shall have the same meaning as provided in Code Section
53-12-170
.
(3)
"Donor" means an individual or entity who has made a contribution of property or money to either an existing endowment fund a new endowment fund of a charitable organization or of a charitable trust pursuant to the terms of an endowment agreement that may include donor imposed restrictions or conditions governing the use of the contribution.
(4)
"Donor imposed restriction" means a provision of an endowment agreement that specifies obligations of the charitable organization or of the charitable trust regarding the management or use of the contribution made by the donor.
(5)
"Endowment agreement" means a written agreement between a charitable organization and a donor or of a charitable trust and a donor regarding the contribution made by the donor and accepted by the charitable organization or the charitable trust which may include donor imposed restrictions or other conditions governing the use of the contribution.
(6)
"Endowment fund" means an institutional fund, including any aggregate institutional fund or part thereof, that under the terms of a gift instrument is not wholly expendable by the institution on a current basis; provided, however, that such term does not include assets that an institution designates as an endowment fund for its own use.
(7)
"Gift instrument" means a record, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
(8)
"Lineal descendants" means a donor's children, grandchildren, or great-grandchildren.
Added by 2024 Ga. Laws 423,§ 1, eff. 7/1/2024, app. to any endowment agreement entered into on or after 7/1/2024.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 8 - [DONOR INTENT PROTECTION] (§§ 14-3-190 — 14-3-192) › Section 14-3-192 - [Donor imposed restrictions; violation]

(a)
Except as required or authorized by federal or state law or a valid court order, a charitable organization or a charitable trust that accepts a contribution of property or money pursuant to an endowment agreement containing a donor imposed restriction shall not violate the terms of such restriction without potential penalty.
(b)
If a charitable organization or a charitable trust violates a donor imposed restriction contained in an endowment agreement, the donor, that donor's lineal descendants, or the donor's legal representative may bring a civil action within four years after discovery of a breach of the endowment agreement. Such civil action may be filed in the county where a charitable organization or a charitable trust named as a party has its principal office or principal place of carrying out its charitable purpose. Such civil action may be filed regardless of whether the endowment agreement expressly reserves a right to sue or enforce, and it shall not seek a judgment awarding damages to the plaintiff. In the event no legal representative was named by the donor, the donor's lineal descendants may bring a civil action.
(c)
A charitable organization or a charitable trust may obtain a judicial declaration of rights as to the terms of an endowment agreement, including any donor imposed restrictions, and the actions the agreement contemplates, including but not limited to the interpretation, performance, and enforcement of the agreement and determination of its validity. A charitable organization or a charitable trust may do so by bringing a civil action and shall seek such declaration in any suit brought against it under this part.
(d)
If the court determines, in an action brought pursuant to this part, that a charitable organization or a charitable trust violated a donor imposed restriction, the court shall be authorized to order one or more remedies consistent with the charitable purposes expressed in the endowment agreement; provided, however, that the court shall not be authorized to order the return of the contribution to the donor, the donor's lineal descendants, or the donor's legal representative or estate.
Added by 2024 Ga. Laws 423,§ 1, eff. 7/1/2024, app. to any endowment agreement entered into on or after 7/1/2024.
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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-201 - Who may incorporate

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-202 - Articles of incorporation

(a)
The articles of incorporation must set forth:
(1)
A corporate name for the corporation that satisfies the requirements of Code Section
14-3-401
;
(2)
The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office;
(3)
The name and address of each incorporator;
(4)
Whether or not the corporation will have members;
(5)
The mailing address of the initial principal office of the corporation, if different from the initial registered office; and
(6)
A statement that the corporation is organized pursuant to the Georgia Nonprofit Corporation Code.
(b)
The articles of incorporation may set forth:
(1)
The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2)
The names and addresses of the individuals who are to serve as the initial directors;
(3)
Provisions not inconsistent with law regarding:
(A)
Managing and regulating the affairs of the corporation;
(B)
Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); and
(C)
The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(4)
A provision eliminating or limiting the liability of a director to the corporation or its members for monetary damages for any action taken, or any failure to take any action, as a director, except liability:
(A)
For any appropriation, in violation of his or her duties, of any business opportunity of the corporation;
(B)
For acts or omissions which involve intentional misconduct or a knowing violation of law;
(C)
For the types of liability set forth in Code Sections
14-3-860
through
14-3-864
; or
(D)
For any transaction from which the director received an improper personal benefit,
provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;
(5)
A provision permitting indemnification of directors as set forth in Code Section
14-3-856
, provided that no such provision shall permit indemnification of a director for any act or omission occurring prior to the date when such provision becomes effective.
(6)
Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(7)
Provisions not inconsistent with law regarding the distribution of assets on dissolution.
(c)
One or more incorporators named in the articles must sign the articles unless the filing is being signed by an attorney in fact.
(d)
The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-202.1 - Publication of notice of intent to file articles of incorporation

Code Section
14-2-201.1
shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form:
"NOTICE OF INCORPORATION
Notice is given that articles of incorporation which incorporate __________________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation is located at __________________ (address of registered office) and its initial registered agent at such address is __________________ (name of agent)."
Amended by 2004 Ga. Laws 533, § 24, 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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-203 - Effect of filing articles of incorporation

(a)
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b)
The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve 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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-204 - Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-205 - Organizational meeting

(a)
After incorporation:
(1)
If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or
(2)
If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(A)
To elect directors and complete the organization of the corporation; or
(B)
To elect a board of directors who shall complete the organization of the corporation.
(b)
Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.
(c)
An organizational meeting may be held in or out of this state or in accordance with Code Section
14-3-821
.
Amended by 2004 Ga. Laws 533, § 25, 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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-206 - Bylaws

(a)
The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(b)
The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
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 2 - INCORPORATION (§§ 14-3-201 — 14-3-207) › Section 14-3-207 - Emergency bylaws

(a)
Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(1)
How to call a meeting of the board;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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 3 - PURPOSES AND POWERS (§§ 14-3-301 — 14-3-305) › Section 14-3-301 - Purposes of corporation

(a)
Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
(b)
A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
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 3 - PURPOSES AND POWERS (§§ 14-3-301 — 14-3-305) › Section 14-3-303 - Emergency powers

(a)
In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:
(1)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b)
During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:
(1)
Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio;
(2)
Those directors who participate in a meeting of the board of directors shall constitute a quorum; and
(3)
One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority.
(c)
Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
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 3 - PURPOSES AND POWERS (§§ 14-3-301 — 14-3-305) › Section 14-3-304 - Ultra vires

(a)
Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b)
A corporation's power to act may be challenged:
(1)
In a proceeding by a member against the corporation to enjoin the act;
(2)
In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3)
In a proceeding by the Attorney General under Code Section
14-3-170
or
14-3-1430
.
(c)
In a member's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 26, 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 3 - PURPOSES AND POWERS (§§ 14-3-301 — 14-3-305) › Section 14-3-305 - Nonprofit defined; rights; director's role; reporting

(a)
As used in this Code section only, the term "nonprofit" means any corporation which is formed, created, or operated by or on behalf of a hospital authority.
(b)
Nonprofits shall have all of the rights, powers, benefits, and purposes granted to other corporations under this chapter and shall not be subject to any restrictions contained in Article 4 of Chapter 7 of Title 31, the "Hospital Authorities Law," except as provided in subsections (c) and (d) of this Code section.
(c)
A director of a nonprofit shall be subject to the provisions of Code Section
31-7-74.1
with respect to conflicts of interest regarding such nonprofit and the hospital authority which formed, created, or operates such nonprofit, and Code Section
31-7-74.1
shall be deemed to apply to such nonprofit and such hospital authority only for such purpose.
(d)
A nonprofit shall be subject to the provisions of Code Section
31-7-90.1
with respect to reporting community benefits provided by such nonprofit and with respect to annual reports by such nonprofit disclosing certain transactions with the nonprofit or with the hospital authority which formed, created, or operates the nonprofit and Code Section
31-7-90.1
shall be deemed to apply to both that nonprofit and that hospital authority only for such purposes.
(e)
Nothing in this Code section shall be deemed or construed to affect in any manner the provisions of Code Section
31-7-75.2
, Chapter 14 of Title 50, or Article 4 of Chapter 18 of Title 50 or to change existing law as to whether such statutory provisions are applicable to nonprofits.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 27, 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 4 - CORPORATE NAME (§§ 14-3-401 — 14-3-403) › Section 14-3-402 - Reservation of corporate name

(a)
A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section
14-3-122
. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.
(b)
Upon expiration of a name reservation after 30 days without the filing of articles of incorporation, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.
(c)
A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Amended by 2003 Ga. Laws 385, § 4, eff. 7/1/2003.
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 4 - CORPORATE NAME (§§ 14-3-401 — 14-3-403) › Section 14-3-403 - [Repealed] Registered name of foreign corporation

Repealed by 2002 Ga. Laws 872, § 9, eff. 7/1/2002.
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 5 - REGISTERED OFFICE AND REGISTERED AGENT (§§ 14-3-501 — 14-3-510) › Part 1 - GENERAL PROVISIONS (§§ 14-3-501 — 14-3-504) › Section 14-3-501 - Registered office and registered agent

Each corporation must continuously maintain in this state:
(1)
A registered office with the same address as that of the registered agent; and
(2)
A registered agent, who may be:
(A)
A person who resides in this state and whose office is identical with the registered office;
(B)
A domestic corporation, business corporation, or domestic limited liability company formed under this title whose office is identical with the registered office; or
(C)
A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose office is identical with the registered office.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2016 Ga. Laws 364,§ 3-3, eff. 7/1/2016.
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 5 - REGISTERED OFFICE AND REGISTERED AGENT (§§ 14-3-501 — 14-3-510) › Part 1 - GENERAL PROVISIONS (§§ 14-3-501 — 14-3-504) › Section 14-3-502 - Change of registered office or registered agent

(a)
A domestic corporation or a foreign corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:
(1)
The name of the corporation;
(2)
The street address of its current registered office;
(3)
If the current registered office is to be changed, the street address of the new registered office;
(4)
The name of its current registered agent;
(5)
If the current registered agent is to be changed, the name of the new registered agent; and
(6)
That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
(b)
If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this Code section and recites that the corporation has been notified of the change.
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 5 - REGISTERED OFFICE AND REGISTERED AGENT (§§ 14-3-501 — 14-3-510) › Part 1 - GENERAL PROVISIONS (§§ 14-3-501 — 14-3-504) › Section 14-3-503 - Resignation of registered agent

(a)
A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b)
On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, or secretary of the corporation or the foreign corporation, as named and at the address shown in the annual registration or in the articles of incorporation if no annual registration has been filed.
(c)
The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation or the foreign corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.
(d)
When a statement of resignation takes effect, the person who resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as registered agent for the corporation or the foreign corporation. The resignation does not affect any contractual rights the corporation or the foreign corporation has against the registered agent or that the registered agent has against the corporation or the foreign corporation.
(e)
A registered agent may resign with respect to a corporation or a foreign corporation regardless of whether the corporation or the foreign corporation is entitled at the time to a certificate of existence or authority under Code Section
14-3-128
.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 68, 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 5 - REGISTERED OFFICE AND REGISTERED AGENT (§§ 14-3-501 — 14-3-510) › Part 1 - GENERAL PROVISIONS (§§ 14-3-501 — 14-3-504) › Section 14-3-504 - Service of process on corporation

(a)
A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b)
If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection on the earliest of:
(1)
The date the corporation receives the mail;
(2)
The date shown on the return receipt, if signed on behalf of the corporation; or
(3)
Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed.
(c)
This Code section does not prescribe the only means, or necessarily the required means, of serving a 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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 1 - GENERAL PROVISIONS (§§ 14-3-601 — 14-3-603) › Section 14-3-601 - Admission of members

(a)
The articles or bylaws may establish criteria or procedures for admission of members.
(b)
No person shall be admitted as a member without his or her consent.
(c)
A person is not a member of a corporation for the purposes of this chapter unless the person meets the definition of a member under Code Section
14-3-140
, regardless of whether the corporation designates or refers to the person as a member.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 68, 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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 1 - GENERAL PROVISIONS (§§ 14-3-601 — 14-3-603) › Section 14-3-602 - Consideration for membership in corporation

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 1 - GENERAL PROVISIONS (§§ 14-3-601 — 14-3-603) › Section 14-3-603 - Membership not required

A corporation is not required to have members.
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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 2 - RIGHTS AND LIABILITIES OF MEMBERS (§§ 14-3-610 — 14-3-613) › Section 14-3-610 - Voting rights

Members as defined in Code Section
14-3-140
shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. Except for the rights specified in Code Sections
14-3-740
through
14-3-747
, members of any corporation existing on July 1, 1991, shall be limited to having the same voting and other rights as before such date, until changed by amendment of its articles of incorporation or bylaws.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 29, 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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 2 - RIGHTS AND LIABILITIES OF MEMBERS (§§ 14-3-610 — 14-3-613) › Section 14-3-611 - Limitation on members' liability

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations 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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 2 - RIGHTS AND LIABILITIES OF MEMBERS (§§ 14-3-610 — 14-3-613) › Section 14-3-612 - Dues, assessments, and fees

(a)
A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws.
(b)
The amount and method of collection of such dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board of directors or members to fix the amount and method of collection.
(c)
The articles of incorporation or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 2 - RIGHTS AND LIABILITIES OF MEMBERS (§§ 14-3-610 — 14-3-613) › Section 14-3-613 - Remedies of creditors of corporation against members

(a)
No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such action would be useless.
(b)
All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this Code section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 3 - TERMINATION OF MEMBERSHIP (§§ 14-3-620 — 14-3-621) › Section 14-3-620 - Resignation by member and effect thereof

(a)
Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, although the articles or bylaws may require reasonable notice before the resignation is effective.
(b)
This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.
Amended by 2004 Ga. Laws 533, § 30, 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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 3 - TERMINATION OF MEMBERSHIP (§§ 14-3-620 — 14-3-621) › Section 14-3-621 - Expulsion or suspension of members

Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date:
(1)
No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith;
(2)
A procedure is fair and reasonable when either:
(A)
The articles or bylaws set forth a procedure that provides:
(i)
Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(ii)
An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(B)
It is fair and reasonable taking into consideration all of the relevant facts and circumstances;
(3)
Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery, return receipt requested, sent to the last address of the member shown on the corporation's records;
(4)
Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and
(5)
A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension.
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 6 - MEMBERSHIP (§§ 14-3-601 — 14-3-630) › Part 4 - DELEGATES (§ 14-3-630) › Section 14-3-630 - Rights and authority of delegates

(a)
A corporation may provide for delegates having some or all of the rights and authority of members. Any such provision must be set forth in such corporation's articles or bylaws.
(b)
If the corporation's articles or bylaws provide for delegates, the articles or bylaws must set forth provisions relating to:
(1)
The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;
(2)
Calling, noticing, holding, and conducting meetings of delegates; and
(3)
Carrying on corporate activities during and between meetings of delegates.
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 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-701 - Annual meeting and regular meetings

(a)
A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws.
(b)
A membership corporation may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws.
(c)
(1)
Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place.
(2)
Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication as authorized and provided for in Code Section
14-3-709
.
(d)
At the annual meeting:
(1)
The chief executive officer and chief financial officer shall report on the activities and financial condition of the corporation; and
(2)
The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections
14-3-704
and
14-3-705
.
(e)
At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections
14-3-704
and
14-3-705
.
(f)
The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2021 Ga. Laws 37,§ 4, eff. 4/29/2021.
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 7 - MEETINGS (§§ 14-3-701 — 14-3-730) › Part 1 - GENERAL PROVISIONS (§§ 14-3-701 — 14-3-709) › Section 14-3-702 - Special meetings; remote communication

(a)
A membership corporation shall hold a special meeting of members:
(1)
On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(2)
If the holders of at least 5 percent of the voting power of the corporation, or such other amount as the articles of incorporation or bylaws shall specify (but such articles or bylaws shall not require more than 25 percent as a minimum of the voting power), sign, date, and deliver to any corporate officer one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held.
(b)
If not otherwise fixed under Code Section
14-3-703
or Code Section
14-3-706
, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.
(c)
If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this Code section is not given pursuant to Code Section
14-3-704
within 30 days after the date the demand or demands in writing or by electronic transmission are delivered to a corporate officer, regardless of the requirements of subsection (d) of this Code section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Code Section
14-3-704
.
(d)
(1)
Except as provided for in paragraph (2) of this subsection, special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office or other suitable place.
(2)
Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special meeting of members be held wholly or partially by means of remote communication as authorized by Code Section
14-3-709
.
(e)
Only those matters that are within the purpose or purposes described in the meeting notice required by Code Section
14-3-704
may be conducted at a special meeting of members.
(f)
Unless otherwise provided in the articles, a demand by a member for a special meeting may be revoked in writing or by electronic transmission by the member if such revocation is received by the corporation prior to the call of the special meeting.
(g)
A bylaw provision governing the voting power required to call special meetings is not a quorum or voting requirement.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2021 Ga. Laws 37,§ 5, eff. 4/29/2021.
Amended by 2004 Ga. Laws 533, § 31, eff. 7/1/2004.