reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-820 - Meetings of directors

(a)
A board of directors may hold regular or special meetings in or out of this state. If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting shall be a regular meeting. All other directors' meetings shall be special meetings.
(b)
Unless the articles of incorporation or bylaws provide otherwise, the chair of the board or the chief executive officer, or at least 20 percent of the directors then in office, may call and deliver notice of a special meeting of the board of directors.
(c)
Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-821 - Action taken without meeting

(a)
Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (c) of this Code section.
(b)
A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors required for an action to be taken.
(c)
Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
(d)
Action taken under this Code section is effective when the last required signed consent is delivered to the corporation, unless the consent specifies a different effective date.
(e)
A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document.
(f)
Except as otherwise provided in the articles or bylaws, whenever this chapter, the articles, or the bylaws require the signature of a director, the signature may be manual, facsimile, conformed, or electronic.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 40, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-822 - Notice

(a)
Unless the articles or bylaws provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting.
(b)
Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c)
Unless the articles or bylaws provide otherwise, notice shall be provided for any meeting where an amendment to the articles or bylaws or the removal of a director shall be considered. Such notice shall include the date, time, place, and purpose, including the proposed amendment, of the meeting.
(d)
The articles of incorporation or bylaws may authorize oral notice of meetings of the board of directors.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-823 - Waiver of notice

(a)
A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 41, eff. 7/1/2004.
Amended by 2004 Ga. Laws 533, §§ 67, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-824 - Quorum; when director deemed to assent to action

(a)
Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of:
(1)
A majority of the fixed number of directors if the corporation has a fixed board size; or
(2)
A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b)
The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.
(c)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors.
(d)
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1)
The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;
(2)
The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
(e)
The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(f)
No director shall vote by proxy at a meeting of the board of directors.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 14-3-820 — 14-3-825) › Section 14-3-825 - Committees

(a)
Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board. A committee exercising the authority of the board of directors shall consist of two or more current or former directors, at least one of whom shall be a current director. A committee not exercising authority of the board of directors shall consist of two or more persons, at least one of whom shall be a current director. Committee members shall be appointed by the board of directors or as otherwise provided for in the articles or bylaws.
(b)
All provisions of this article applicable to directors shall apply equally to such individuals serving on committees.
(c)
Code Sections
14-3-820
through
14-3-824
, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees and committee members as well.
(d)
A committee may not
(1)
Authorize distributions;
(2)
Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
(3)
Elect, appoint, or remove directors or fill director vacancies on the board;
(4)
Unless the articles or bylaws provide otherwise, elect, appoint, or remove directors on any of its committees exercising the authority of the board; or
(5)
Adopt, amend, or repeal the articles or bylaws.
(e)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Code Section
14-3-830
.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 3 - STANDARDS OF CONDUCT (§§ 14-3-830 — 14-3-831) › Section 14-3-830 - Standards of conduct for directors

(a)
Unless a different standard is prescribed by law, 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)
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, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, 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 exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from 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 (4) of subsection (b) of Code Section
14-3-861
, 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
14-3-831
or a conflicting interest transaction under Code Section
14-3-861
;
(3)
Affect any rights to which the corporation or its members may be entitled under another law of this state or of the United States;
(4)
Deprive a director of the applicability, effect, or protection of the business judgment rule; or
(5)
Deprive a director of the applicability, effect, or protection of Code Section
51-1-20
.
(e)
A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2020 Ga. Laws 391,§ 1, eff. 7/1/2020.
See 2020 Ga. Laws 391, § 6.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 3 - STANDARDS OF CONDUCT (§§ 14-3-830 — 14-3-831) › Section 14-3-831 - Liability for unlawful distribution

(a)
Unless a director complies with the applicable standards of conduct described in Code Section
14-3-830
, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
(b)
A director held liable for an unlawful distribution under subsection (a) of this Code section is entitled to contribution:
(1)
From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section
14-3-830
; and
(2)
From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-840 - Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents

(a)
A corporation shall have a chief executive officer, a secretary, and a chief financial officer, provided that the articles of incorporation or bylaws may designate other titles in lieu of or in addition to chief executive officer or chief financial officer. The corporation may have additional officers as described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.
(b)
A corporation may have an executive director. Unless the corporation's articles or bylaws state otherwise, the executive director shall be an officer of the corporation.
(c)
A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.
(d)
The articles, bylaws, or board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
(e)
Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation, except that the offices of chief executive officer and secretary shall not be held by the same individual.
(f)
The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws, and in such case any document required or permitted by any law of this state to be signed by the chief executive officer, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-841 - Duties and authority of officers

Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles or bylaws, the duties and authority prescribed by the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. Unless the articles, the bylaws, or a resolution of the board of directors of the corporation provides otherwise, the chief executive officer shall have authority to conduct all ordinary business on behalf of the corporation and may execute and deliver on behalf of the corporation any contract, conveyance, or similar document not requiring approval by the board of directors or members as provided in this chapter.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 42, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-842 - Standards of conduct for officers; presumption of good faith and ordinary care

(a)
Unless a different standard is prescribed by law, an officer shall perform his or her duties as an officer 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, 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, or statements provided by other officers, employees, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, 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 exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from 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 (4) of subsection (c) of Code Section
14-3-865
, 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 conflicting interest transaction under Code Section
14-3-865
;
(3)
Affect any rights to which the corporation or its members may be entitled under another law of this state or of the United States;
(4)
Deprive an officer of the applicability, effect, or protection of the business judgment rule; or
(5)
Deprive an officer of the applicability, effect, or protection of Code Sections
51-1-20
and
51-1-20.1
.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2020 Ga. Laws 391,§ 2, eff. 7/1/2020.
Amended by 2004 Ga. Laws 533, §§ 66, 68, eff. 7/1/2004.
See 2020 Ga. Laws 391, § 6.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-843 - Resignation and removal of officers

(a)
An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors, or, if authorized by the bylaws, an officer, may fill the pending vacancy before the effective date if the board or such appointing officer provides that the successor does not take office until the effective date.
(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.
(c)
Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 43, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-844 - 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 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-845 - Authority of officer to sign documents; validity of document

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument, provided that it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below. Categories shall be as follows:
(1)
Category 1 shall consist of the presiding officer of the board and the chief executive officer; and
(2)
Category 2 shall consist of a vice president, the secretary, the chief financial officer, and any other officer delineated in the articles or bylaws.
The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 4 - OFFICERS (§§ 14-3-840 — 14-3-846) › Section 14-3-846 - Secretary or assistant secretary of corporation to authenticate records of corporation; effect of corporate seal on document

(a)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic corporation or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:
(1)
That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;
(2)
That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and
(3)
That the execution of the document on behalf of the corporation has been duly authorized.
(b)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic corporation or a foreign corporation, execution by the chief executive officer, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:
(1)
That the person executing the document as chief executive officer does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and
(2)
That the execution of the document on behalf of the corporation has been duly authorized.
(c)
When the seal of a corporation or the facsimile thereof is affixed to any document and is attested by the secretary or assistant secretary of a corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.
(d)
The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-851 - Authority to indemnify director involved in legal proceeding

(a)
Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1)
He or she conducted himself or herself in good faith; and
(2)
He or she reasonably believed:
(A)
In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation;
(B)
In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and
(C)
In the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.
(b)
A director's conduct with respect to an employee benefit plan for a purpose the director believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a) 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 other proceeding with respect to conduct for which the director was adjudged liable on the basis that personal benefit was improperly received by the director, whether or not involving action in the director's official capacity.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-852 - Indemnification for reasonable expenses of successful defense

A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director 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 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-853 - Advance or reimbursement of litigation 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 the director is a director if the director delivers to the corporation:
(1)
A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in Code Section
14-3-851
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
14-3-202
; and
(2)
The director's 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)
If 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)
If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section
14-3-824
, in which authorization directors who do not qualify as disinterested directors may participate; or
(2)
By the disinterested members.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-854 - Court ordered indemnification and payment of expenses

(a)
A director who is a party to a proceeding because he or she is a director may apply for indemnification or advances of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, 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 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:
(A)
To indemnify the director; or
(B)
To advance expenses to the director,
even if he or she has not met the relevant standard of conduct set forth in subsections (a) and (b) of Code Section
14-3-851
, failed to comply with Code Section
14-3-853
, or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Code Section
14-3-851
, but if he or she was adjudged so liable his or her 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 indemnify or advance expenses.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-855 - Determination of right and authorization for payment of indemnification required

(a)
A corporation may not indemnify a director under Code Section
14-3-851
unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct set forth in Code Section
14-3-851
.
(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 disinterested members.
(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 paragraph (3) of subsection (b) of this Code section to select special legal counsel.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-856 - Additional measure of director indemnification

(a)
If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by a majority of disinterested members unless otherwise specified in the articles or bylaws, or, in the case of a corporation without members, by a majority of disinterested directors unless otherwise specified in the articles or bylaws, 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.
(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 Sections
14-3-860
through
14-3-864
; or
(4)
For any transaction from which the director 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 with a written affirmation of the director's good faith belief that the director's conduct does not constitute behavior of the kind described in subsection (b) of this Code section; and
(2)
The director furnishes the corporation with a written undertaking, executed personally or on his or her behalf, to repay any advances for expenses if it is ultimately determined that the director is not entitled to indemnification under this Code section.
Added by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Renumbered as §
14-3-857
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 44, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-857 - 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 Sections
14-3-860
through
14-3-865
; 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
14-3-852
, and may apply to a court under Code Section
14-3-854
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, its bylaws, general or specific action of its board of directors, or contract.
Renumbered from §
14-3-856
and amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 44, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 5 - INDEMNIFICATION (§§ 14-3-850 — 14-3-859) › Section 14-3-858 - 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 business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
Renumbered from §
14-3-857
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-3-860 — 14-3-865) › Section 14-3-861 - Transactions not subject to being enjoined, set aside, or other sanctions

(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 under the laws of this state by a member or by or in the right of the corporation or any other person who otherwise has standing, on the ground of an interest in the transaction of a director or any person with whom or which he or she 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 under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground of an interest in the transaction of the director or any person with whom or which he or she has a personal, economic, or other association, if:
(1)
Directors' action respecting the transaction was at any time taken in compliance with Code Section
14-3-862
;
(2)
Members' action respecting the transaction was at any time taken in compliance with Code Section
14-3-863
;
(3)
Action by the superior court respecting the transaction was at any time taken in compliance with Code Section
14-3-864
; or
(4)
The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-3-860 — 14-3-865) › Section 14-3-862 - Directors' action after disclosure of conflict or abstention by interested director

(a)
Directors' action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section
14-3-861
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 or she nor a related person of the director specified in subparagraph (A) of paragraph (3) of Code Section
14-3-860
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
14-3-860
, 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 or her 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.
Amended by 2004 Ga. Laws 533, §§ 66, 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 8 - DIRECTORS AND OFFICERS (§§ 14-3-801 — 14-3-870) › Part 6 - CONFLICTING INTEREST TRANSACTIONS (§§ 14-3-860 — 14-3-865) › Section 14-3-864 - Effect of court approval of transaction

In a case involving a charitable corporation, a transaction that was not the subject of either directors' action under Code Section
14-3-862
or members' action under Code Section
14-3-863
is effective for purposes of paragraph (3) of subsection (b) of Code Section
14-3-861
if the transaction is approved by the superior court, in an action in which the Attorney General is joined as a party.
Amended by 2024 Ga. Laws 701,§ 6, eff. 7/1/2024.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.