reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 3 - STANDARDS OF CONDUCT (§§ 14-2-830 — 14-2-832) › Section 14-2-830 - General standards for directors; presumption of good faith and ordinary care

(a)
A director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.
(b)
In performing his or her duties a director may rely upon:
(1)
Other officers, employees, or agents of the corporation whom the director reasonably believed to be reliable and competent in the functions performed; and
(2)
Information, data, opinions, reports, or statements provided by officers, employees, agents of the corporation, 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 a director followed in arriving at decisions was done in good faith and that such director has 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 in a like position under similar circumstances.
(d)
Nothing contained 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 corporation 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 under the Official Code of Georgia Annotated, including the governance of the consequences of an unlawful distribution under Code Section
14-2-832
or a conflicting interest transaction under Code Section
14-2-861
;
(3)
Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or
(4)
Deprive a director of the applicability, effect, or protection of the business judgment rule.
Amended by 2017 Ga. Laws 248,§ 2, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 3 - STANDARDS OF CONDUCT (§§ 14-2-830 — 14-2-832) › Section 14-2-831 - Derivative actions against directors and officers

(a)
Subject to Code Sections
14-2-830
and
14-2-842
, a derivative proceeding, as defined in paragraph (1) of Code Section
14-2-740
, may be brought by a shareholder, or an action may be brought by the corporation, against one or more directors or officers of the corporation to procure for the benefit of the corporation a judgment for the following relief:
(1)
Subject to any provision of the articles of incorporation authorized pursuant to paragraph (4) of subsection (b) of Code Section
14-2-202
, to compel the defendant to account for 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 corporation or in the disposition of corporate assets;
(B)
The acquisition, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of duties; or
(C)
The appropriation, in violation of his or her duties, of any business opportunity of the corporation;
(2)
To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful transaction where there is sufficient evidence that it will be made; and
(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)
No action shall be brought for the relief provided in subsection (a) of this Code section more than four years from the time the cause of action accrued.
(c)
This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.
Amended by 2016 Ga. Laws 364,§ 1-6, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 3 - STANDARDS OF CONDUCT (§§ 14-2-830 — 14-2-832) › Section 14-2-832 - Liability for unlawful distributions

(a)
A director who votes for or assents to a distribution made in violation of Code Section
14-2-640
or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Code Section
14-2-640
or the articles of incorporation if it is established that he did not perform his duties in compliance with Code Section
14-2-830
. In any proceeding commenced under this Code section, a director has all of the defenses ordinarily available to a director.
(b)
A director held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:
(1)
From every other director who could be held liable under subsection (a) of this Code section for the unlawful distribution; and
(2)
From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of Code Section
14-2-640
or the articles of incorporation.
(c)
A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under subsection (e) or (g) of Code Section
14-2-640
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 4 - OFFICERS (§§ 14-2-840 — 14-2-844) › Section 14-2-840 - Officers

(a)
A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b)
The board of directors may elect individuals to fill one or more offices of the corporation. A duly appointed officer may appoint one or more officers if authorized by the bylaws or the board of directors.
(c)
The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under subsections (a) of Code Sections
14-2-1601
and
14-2-1602
.
(d)
The same individual may simultaneously hold more than one office in a corporation.
Amended by 2016 Ga. Laws 364,§ 1-7, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 4 - OFFICERS (§§ 14-2-840 — 14-2-844) › Section 14-2-841 - Functions of officers

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers. Unless the articles of incorporation, bylaws, or action of the board of directors of a corporation provide otherwise, the chief executive officer (or the president if no person has been designated as chief executive officer) of a corporation shall have authority to conduct all ordinary business on behalf of such corporation and may execute and deliver on behalf of a corporation any contract, conveyance, or similar document not requiring approval by the board of directors or shareholders as provided in this chapter.
Amended by 2016 Ga. Laws 364,§ 1-8, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 4 - OFFICERS (§§ 14-2-840 — 14-2-844) › Section 14-2-842 - Standards of conduct for officers; presumption of good faith and ordinary care

(a)
An officer shall perform his or her duties in good faith and with the degree of care which an ordinarily prudent person in a like position would use under similar circumstances.
(b)
In performing his or her duties an officer may rely upon:
(1)
Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and
(2)
Information, data, opinions, reports, statements provided by officers, employees, or agents of the corporation, 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 an officer followed in arriving at decisions was done in good faith and that such officer has 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 an officer in a like position under similar circumstances.
(d)
Nothing contained 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 corporation as evaluated under paragraph (3) of subsection (c) of Code Section
14-2-864
, alter the burden of proving the fact or lack of fairness otherwise applicable;
(2)
Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a transactional interest under Code Section
14-2-864
;
(3)
Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or
(4)
Deprive an officer of the applicability, effect, or protection of the business judgment rule.
Amended by 2017 Ga. Laws 248,§ 3, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 4 - OFFICERS (§§ 14-2-840 — 14-2-844) › Section 14-2-843 - Resignation and removal of officers

(a)
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with the Secretary of State.
(b)
An officer may be removed at any time with or without cause by:
(1)
The board of directors;
(2)
The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or
(3)
Any other officer if authorized by the bylaws or the board of directors.
Amended by 2016 Ga. Laws 364,§ 1-9, eff. 7/1/2016.
Amended by 2004 Ga. Laws 533, § 16, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 4 - OFFICERS (§§ 14-2-840 — 14-2-844) › Section 14-2-844 - Contract rights of officers

(a)
The appointment of an officer does not itself create contract rights.
(b)
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-850 - Definitions

As used in this part, the term:
(1)
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2)
"Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. Director or officer includes, unless the context otherwise requires, the estate or personal representative of a director or officer.
(3)
"Disinterested director" means a director who at the time of a vote referred to in subsection (c) of Code Section
14-2-853
or a vote or selection referred to in subsection (b) or (c) of Code Section
14-2-855
or subsection (a) of Code Section
14-2-856
is not:
(A)
A party to the proceeding; or
(B)
An individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
(4)
"Expenses" includes counsel fees.
(5)
"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(6)
"Official capacity" means:
(A)
When used with respect to a director, the office of director in a corporation; and
(B)
When used with respect to an officer, as contemplated in Code Section
14-2-857
, the office in a corporation held by the officer.
Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(7)
"Party" means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(8)
"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-851 - Authority to indemnify

(a)
Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:
(1)
Such individual conducted himself or herself in good faith; and
(2)
Such individual reasonably believed:
(A)
In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;
(B)
In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and
(C)
In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.
(b)
A director's conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.
(c)
The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.
(d)
A corporation may not indemnify a director under this Code section:
(1)
In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or
(2)
In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-852 - Mandatory indemnification

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-853 - Advance for expenses

(a)
A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation:
(1)
A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Code Section
14-2-851
or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by paragraph (4) of subsection (b) of Code Section
14-2-202
; and
(2)
His or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part.
(b)
The undertaking required by paragraph (2) of subsection (a) of this Code section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c)
Authorizations under this Code section shall be made:
(1)
By the board of directors:
(A)
When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or
(B)
When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section
14-2-824
, in which authorization directors who do not qualify as disinterested directors may participate; or
(2)
By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-854 - Court ordered indemnification and advances for expenses

(a)
A director who is a party to a proceeding because he or she is a director may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1)
Order indemnification or advance for expenses if it determines that the director is entitled to indemnification or advance for expenses under this part; or
(2)
Order indemnification or advance for expenses if it determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify the director or to advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in subsections (a) and (b) of Code Section
14-2-851
, failed to comply with Code Section
14-2-853
, or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Code Section
14-2-851
, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b)
If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (1) of subsection (a) of this Code section, it shall also order the corporation to pay the director's reasonable expenses to obtain court ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (2) of subsection (a) of this Code section, it may also order the corporation to pay the director's reasonable expenses to obtain court ordered indemnification or advance for expenses.
(c)
The court may summarily determine, without a jury, a corporation's obligation to advance expenses.
Amended by 2006 Ga. Laws 817,§ 4, eff. 7/1/2006.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-855 - Determination and authorization of indemnification

(a)
A corporation may not indemnify a director under Code Section
14-2-851
unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in Code Section
14-2-851
.
(b)
The determination shall be made:
(1)
If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(2)
By special legal counsel:
(A)
Selected in the manner prescribed in paragraph (1) of this subsection; or
(B)
If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or
(3)
By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
(c)
Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph (b) (2) (B) of this Code section to select special legal counsel.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-856 - Shareholder approved indemnification

(a)
If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders by a majority of the votes entitled to be cast, a corporation may indemnify or obligate itself to indemnify a director made a party to a proceeding including a proceeding brought by or in the right of the corporation, without regard to the limitations in other Code sections of this part, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not be voted on the authorization.
(b)
The corporation shall not indemnify a director under this Code section for any liability incurred in a proceeding in which the director is adjudged liable to the corporation or is subjected to injunctive relief in favor of the corporation:
(1)
For any appropriation, in violation of the director's duties, of any business opportunity of the corporation;
(2)
For acts or omissions which involve intentional misconduct or a knowing violation of law;
(3)
For the types of liability set forth in Code Section
14-2-832
; or
(4)
For any transaction from which he or she received an improper personal benefit.
(c)
Where approved or authorized in the manner described in subsection (a) of this Code section, a corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if:
(1)
The director furnishes the corporation a written affirmation of his or her good faith belief that his or her conduct does not constitute behavior of the kind described in subsection (b) of this Code section; and
(2)
The director furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that the director is not entitled to indemnification under this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-857 - Indemnification of officers, employees, and agents

(a)
A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:
(1)
To the same extent as a director; and
(2)
If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:
(A)
Appropriation, in violation of his or her duties, of any business opportunity of the corporation;
(B)
Acts or omissions which involve intentional misconduct or a knowing violation of law;
(C)
The types of liability set forth in Code Section
14-2-832
; or
(D)
Receipt of an improper personal benefit.
(b)
The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c)
An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section
14-2-852
, and may apply to a court under Code Section
14-2-854
for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.
(d)
A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-858 - Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under this part.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-2-860 — 14-2-864) › Section 14-2-861 - Judicial action

(a)
A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of a director or any person with whom or which he has a personal, economic, or other association.
(b)
A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if:
(1)
Directors' action respecting the transaction was at any time taken in compliance with Code Section
14-2-862
;
(2)
Shareholders' action respecting the transaction was at any time taken in compliance with Code Section
14-2-863
; or
(3)
The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-2-860 — 14-2-864) › Section 14-2-862 - Directors' action

(a)
Directors' action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section
14-2-861
if the transaction received the affirmative vote of a majority (but not less than two) of those qualified directors on the board of directors or on a duly empowered committee thereof who voted on the transaction after either required disclosure to them (to the extent the information was not known by them) or compliance with subsection (b) of this Code section.
(b)
If a director has a conflicting interest respecting a transaction, but neither he nor a related person of the director specified in subparagraph (A) of paragraph (3) of Code Section
14-2-860
is a party thereto, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director cannot, consistent with that duty, make the disclosure contemplated by subparagraph (B) of paragraph (4) of Code Section
14-2-860
, then disclosure is sufficient for purposes of subsection (a) of this Code section if the director:
(1)
Discloses to the directors voting on the transaction the existence and nature of his conflicting interest and informs them of the character of and limitations imposed by that duty prior to their vote on the transaction; and
(2)
Plays no part, directly or indirectly, in their deliberations or vote.
(c)
A majority (but not less than two) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this Code section. Directors' action that otherwise complies with this Code section is not affected by the presence or vote of a director who is not a qualified director.
(d)
For purposes of this Code section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction or (2) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-2-860 — 14-2-864) › Section 14-2-863 - Shareholders' action

(a)
Shareholders' action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section
14-2-861
if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to shareholders describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the shareholders who voted on the transaction (to the extent the information was not known by them).
(b)
For purposes of this Code section, "qualified shares" means any shares entitled to vote with respect to a director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are beneficially owned (or the voting of which is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
(c)
A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, shareholders' action that otherwise complies with this Code section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
(d)
For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the number, and the identity of persons holding or controlling the vote, of all shares that to the knowledge of the director are beneficially owned (or the voting of which is controlled) by the director or by a related person of the director, or both.
(e)
If a shareholders' vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section
14-2-861
, take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-2-860 — 14-2-864) › Section 14-2-864 - Definitions; officer's conflicting interest transactions

(a)
As used in this Code section, the term:
(1)
"Officer" means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.
(2)
"Officer's conflicting interest transaction" means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section
14-2-860
, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.
(3)
"Related person" of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section
14-2-860
.
(4)
"Required disclosure" with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section
14-2-860
.
(5)
"Time of commitment" shall have the same meaning as in paragraph (5) of Code Section
14-2-860
.
(b)
No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.
(c)
An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the officer or any person with whom or which he has a personal, economic, or other association, if:
(1)
The transaction was approved by the board of directors after required disclosure;
(2)
The transaction was approved by the shareholders after required disclosure; or
(3)
The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 1 - CREATION (§§ 14-2-901 — 14-2-902) › Section 14-2-901 - Application of Business Corporation Code and Professional Corporation Act

(a)
This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article.
(b)
This article applies to a professional corporation organized under Chapter 7 of this title, known as the "Georgia Professional Corporation Act," whose articles of incorporation contain the statement required by Code Section
14-7-3
, except insofar as the "Georgia Professional Corporation Act" contains inconsistent provisions, if such professional corporation's articles of incorporation also contain the statement required by subsection (a) of Code Section
14-2-902
.
(c)
This article does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under this chapter or Chapter 7 of this title, known as the "Georgia Professional Corporation Act" and that does not elect to become a statutory close corporation under Code Section
14-2-902
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 1 - CREATION (§§ 14-2-901 — 14-2-902) › Section 14-2-902 - Definition and election of statutory close corporation status

(a)
A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.
(b)
A corporation having 50 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a) of this Code section. The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-910 - Notice of statutory close corporation status on issued shares

(a)
The following statement must appear conspicuously on each share certificate issued by a statutory close corporation:
"The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation."
(b)
Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a) of this Code section.
(c)
The notice required by this Code section satisfies all requirements of this article and of Code Section
14-2-627
that notice of share transfer restrictions be given.
(d)
A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this Code section is bound by the documents referred to in the notice. Any document referred to in subsection (a) of this Code section, whether or not referred to on the share certificate in the manner required by this Code section, is enforceable against a person with knowledge of the document.
(e)
A corporation shall provide to any shareholder upon his written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-911 - Share transfer prohibition

(a)
An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Code Section
14-2-912
.
(b)
Except to the extent the articles of incorporation provide otherwise, this Code section does not apply to a transfer:
(1)
To the corporation or to any other holder of the same class or series of shares;
(2)
To members of the shareholder's immediate family (or to a trust, all of whose beneficiaries are members of the shareholder's immediate family), which immediate family consists of his spouse, parents, lineal descendants (including adopted children and stepchildren), and the spouse of any lineal descendant, and brothers and sisters;
(3)
That has been approved in writing by all of the holders of the corporation's shares having general voting rights;
(4)
To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;
(5)
By merger or share exchange under Article 11 of this chapter or an exchange of existing shares for other shares of a different class or series of the corporation;
(6)
By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or
(7)
Made after termination of the corporation's status as a statutory close corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-913 - Attempted share transfer in breach of prohibition

(a)
An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.
(b)
An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Code Section
14-2-910
was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them; provided, however, that in the case of a gift, the purchase shall be at a price and upon terms which are agreed upon by the parties, or if no agreement is reached, then at the fair value of the shares and upon terms as determined by a court in accordance with standards set forth in Code Section
14-2-942
. To exercise its option, the corporation must give the transferee written notice within 30 days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.