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GEORGIA CODE (Last Updated: August 20, 2013) |
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Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS |
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Chapter 3. NONPROFIT CORPORATIONS |
| Article 1. GENERAL PROVISIONS |
| Article 2. INCORPORATION |
| Article 3. PURPOSES AND POWERS |
| Article 4. CORPORATE NAME |
| Article 5. REGISTERED OFFICE AND REGISTERED AGENT |
| Article 6. MEMBERSHIP |
| Article 7. MEETINGS |
| Article 8. DIRECTORS AND OFFICERS |
| Article 10. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS |
| Article 11. MERGER |
| Article 12. SALE, ENCUMBRANCE, OR OTHER DISPOSITION OF ASSETS |
| Article 13. DISTRIBUTIONS |
| Article 14. DISSOLUTION |
| Article 15. FOREIGN CORPORATIONS |
| Article 16. RECORDS AND REPORTS |
| Article 17. APPLICABILITY |
REFS & ANNOS
TITLE 14 Chapter 3 NOTE
COMMENT
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this chapter were prepared under the supervision of the Georgia Nonprofit Corporation Code Revision Committee, an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. These comments are included in the Official Code of Georgia Annotated at the request of the Committee. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia participated in the drafting of these comments or reviewed the comments for content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia, nor do they have the force of statutory law.
CROSS REFERENCES. --Management of funds held by organizations for eleemosynary purposes, § 44-15-1 et seq.
EDITOR'S NOTES. --Ga. L. 1991, p. 465, effective July 1, 1991, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter consisted of Code Sections 14-3-1 through 14-3-3, 14-3-3.1, 14-3-4 through 14-3-6, 14-3-6.1, 14-3-7 (Article 1); 14-3-20 through 14-3-23 (Article 2); 14-3-40, 14-3-41 (Article 3); 14-3-60, 14-3-61, 14-3-61.1, 14-3-62, 14-3-63 (Article 4); 14-3-80 through 14-3-83 (Article 5); 14-3-100 through 14-3-113.1 (Article 6); 14-3-130 through 14-3-136 (Article 7); 14-3-150 through 14-3-155 (Article 8); 14-3-170 through 14-3-175 (Article 9); 14-3-190, 14-3-191 (Article 10); 14-3-210 through 14-3-230 (Article 11); 14-3-240 through 14-3-248, 14-3-248.1, 14-3-249 through 14-3-260 (Article 12); 14-3-270, 14-3-271 (Article 13); 14-3-290 through 14-3-293 (Article 14); 14-3-310 through 14-3-313 (Article 15); and 14-3-330 through 14-3-332 (Article 16); and was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 1, 54-68, 75, 83; Ga. L. 1970, p. 605, §§ 3, 4; Ga. L. 1972, p. 433, §§ 4, 5; Ga. L. 1975, p. 583, §§ 29-42; Ga. L. 1975, p. 778, § 2; Ga. L. 1976, p. 1102, §§ 21-32; Ga. L. 1976, p. 1576, § 5; Ga. L. 1977, p. 324, §§ 12-16; Ga. L. 1980, p. 603, §§ 5-7; Ga. L. 1980, p. 623, §§ 15-18; Ga. L. 1981, p. 1425, § 1; Ga. L. 1982, p. 3, § 14; Ga. L. 1982, p. 886, §§ 6, 12; Ga. L.1983, p. 3, § 11; Ga. L. 1983, p. 1479, §§ 19-28; Ga. L. 1984, p. 22, § 14; Ga. L. 1987, p. 537, § 6; Ga. L. 1987, p. 849, §§ 4, 5; Ga. L. 1987, p. 1448, §§ 4, 5; Ga. L. 1988, p. 157, § 2; Ga. L. 1988, p. 303, §§ 3, 4; Ga. L. 1989, p. 946, §§ 77-102; Ga. L. 1989, p. 1027, §§ 1-24, 26-30; and Ga. L. 1990, p. 257, §§ 28-31.
LAW REVIEWS. --For article, "1975 Amendments to the Georgia Business and Nonprofit Corporation Codes," see 12 Ga. St. B.J. 81 (1975). For article, "The Development of Nonprofit Corporation Law and an Agenda for Reform," see 34 Emory L.J. 617 (1985).
For note on 1999 amendments to sections in this chapter, see 16 Ga. St. U.L. Rev. 27 (1999).
Comments to Georgia Nonprofit Corporation Code
NOTE AS TO DRAFTING COMMITTEE
The Georgia Nonprofit Corporation Code was completely recodified by enactment in 1991 of House Bill 226, which was based on a draft prepared by the Georgia Nonprofit Corporation Code Revision Committee, an ad hoc committee of two sections of the State Bar of Georgia. The Committee, operating under the auspices of the Fiduciary and Corporate and Banking Law Sections, was composed of the following individuals:
George H. Lanier, Chairman
Patricia T. Morgan, Reporter
(Associate Professor, Georgia State University College of Law)
Judith M. Becker Larry V. McLeod
Joseph W. Crooks Robert J. B. Petmecky
David N. Dorough Mary F. Radford
John C. Joyner Tobin N. Watt
Joseph B. Kennedy Benjamin T. White
James H. Landon
The following individuals provided special assistance to the Committee:
Representative Mary Margaret Oliver
Senator C. Donald Johnson, Jr.
Verley J. Spivey, Deputy Secretary of State
Warren Rary, Special Assistant and Legislation Coordinator, Office of the Secretary of State
Janet K. Jackson, Deputy Director, Business Services and Regulation, Office of the Secretary of State
H. Perry Michael, Executive Assistant, Attorney General
Mark H. Cohen, Senior Assistant Attorney General
Terry A. McKenzie, Deputy Legislative Counsel
George E. Hibbs, Assistant General Counsel, State Bar of Georgia
NOTES AS TO COMMENTS
The Notes to 1982 and 1983 Amendments included in the Comments in this chapter were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. The Notes to 1984 and 1986 Amendments were prepared by William E. Eason, Jr., Chairman, and Mitchell M. Purvis, Secretary, of that Committee. The Notes to the 1985 Amendments were prepared by William E. Eason, Jr., Chairman, Mitchell M. Purvis, Secretary, and members William S. Jacobs and Michael J. Egan, III of that Committee. The Notes to 1987 Amendments were prepared by Mitchell M. Purvis, Chairman, and member William S. Jacobs of that Committee. Mitchell M. Purvis, Chairman of that Committee, prepared the Notes to 1988 Amendments.
The comments in Chapter 3 of Title 14 were not amended to reflect 1989 amendments to this chapter. The 1989 amendments largely conformed procedures for nonprofit corporations to those for business corporations. In large part these changes involve changes in cross references to the revised Georgia Business Corporation Code that became effective July 1, 1989. As a result, references to Chapter 2 in the comments may be outdated, and readers should refer to the sections of Chapter 2 contained in the statute, where they differ from the references contained in the comments.
The comments in Chapter 3 of Title 14 were prepared by Patricia T. Morgan, Reporter to the Georgia Nonprofit Corporation Code Revision Committee (the "Committee"), an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. The comments were reviewed by the Committee, which was chaired by George H. Lanier.
RESEARCH REFERENCES
AM. JUR. 2D. --6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 18 Am. Jur. 2d, Corporations, §§ 32, 33.
C.J.S. --7 C.J.S., Associations, §§ 2-5.
ALR. --Determination of property rights between local church and parent church body: modern view, 52 ALR3d 324.
Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 ALR4th 1206.
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this chapter were prepared under the supervision of the Georgia Nonprofit Corporation Code Revision Committee, an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. These comments are included in the Official Code of Georgia Annotated at the request of the Committee. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia participated in the drafting of these comments or reviewed the comments for content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia, nor do they have the force of statutory law.
CROSS REFERENCES. --Management of funds held by organizations for eleemosynary purposes, § 44-15-1 et seq.
EDITOR'S NOTES. --Ga. L. 1991, p. 465, effective July 1, 1991, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter consisted of Code Sections 14-3-1 through 14-3-3, 14-3-3.1, 14-3-4 through 14-3-6, 14-3-6.1, 14-3-7 (Article 1); 14-3-20 through 14-3-23 (Article 2); 14-3-40, 14-3-41 (Article 3); 14-3-60, 14-3-61, 14-3-61.1, 14-3-62, 14-3-63 (Article 4); 14-3-80 through 14-3-83 (Article 5); 14-3-100 through 14-3-113.1 (Article 6); 14-3-130 through 14-3-136 (Article 7); 14-3-150 through 14-3-155 (Article 8); 14-3-170 through 14-3-175 (Article 9); 14-3-190, 14-3-191 (Article 10); 14-3-210 through 14-3-230 (Article 11); 14-3-240 through 14-3-248, 14-3-248.1, 14-3-249 through 14-3-260 (Article 12); 14-3-270, 14-3-271 (Article 13); 14-3-290 through 14-3-293 (Article 14); 14-3-310 through 14-3-313 (Article 15); and 14-3-330 through 14-3-332 (Article 16); and was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 1, 54-68, 75, 83; Ga. L. 1970, p. 605, §§ 3, 4; Ga. L. 1972, p. 433, §§ 4, 5; Ga. L. 1975, p. 583, §§ 29-42; Ga. L. 1975, p. 778, § 2; Ga. L. 1976, p. 1102, §§ 21-32; Ga. L. 1976, p. 1576, § 5; Ga. L. 1977, p. 324, §§ 12-16; Ga. L. 1980, p. 603, §§ 5-7; Ga. L. 1980, p. 623, §§ 15-18; Ga. L. 1981, p. 1425, § 1; Ga. L. 1982, p. 3, § 14; Ga. L. 1982, p. 886, §§ 6, 12; Ga. L.1983, p. 3, § 11; Ga. L. 1983, p. 1479, §§ 19-28; Ga. L. 1984, p. 22, § 14; Ga. L. 1987, p. 537, § 6; Ga. L. 1987, p. 849, §§ 4, 5; Ga. L. 1987, p. 1448, §§ 4, 5; Ga. L. 1988, p. 157, § 2; Ga. L. 1988, p. 303, §§ 3, 4; Ga. L. 1989, p. 946, §§ 77-102; Ga. L. 1989, p. 1027, §§ 1-24, 26-30; and Ga. L. 1990, p. 257, §§ 28-31.
LAW REVIEWS. --For article, "1975 Amendments to the Georgia Business and Nonprofit Corporation Codes," see 12 Ga. St. B.J. 81 (1975). For article, "The Development of Nonprofit Corporation Law and an Agenda for Reform," see 34 Emory L.J. 617 (1985).
For note on 1999 amendments to sections in this chapter, see 16 Ga. St. U.L. Rev. 27 (1999).
Comments to Georgia Nonprofit Corporation Code
NOTE AS TO DRAFTING COMMITTEE
The Georgia Nonprofit Corporation Code was completely recodified by enactment in 1991 of House Bill 226, which was based on a draft prepared by the Georgia Nonprofit Corporation Code Revision Committee, an ad hoc committee of two sections of the State Bar of Georgia. The Committee, operating under the auspices of the Fiduciary and Corporate and Banking Law Sections, was composed of the following individuals:
George H. Lanier, Chairman
Patricia T. Morgan, Reporter
(Associate Professor, Georgia State University College of Law)
Judith M. Becker Larry V. McLeod
Joseph W. Crooks Robert J. B. Petmecky
David N. Dorough Mary F. Radford
John C. Joyner Tobin N. Watt
Joseph B. Kennedy Benjamin T. White
James H. Landon
The following individuals provided special assistance to the Committee:
Representative Mary Margaret Oliver
Senator C. Donald Johnson, Jr.
Verley J. Spivey, Deputy Secretary of State
Warren Rary, Special Assistant and Legislation Coordinator, Office of the Secretary of State
Janet K. Jackson, Deputy Director, Business Services and Regulation, Office of the Secretary of State
H. Perry Michael, Executive Assistant, Attorney General
Mark H. Cohen, Senior Assistant Attorney General
Terry A. McKenzie, Deputy Legislative Counsel
George E. Hibbs, Assistant General Counsel, State Bar of Georgia
NOTES AS TO COMMENTS
The Notes to 1982 and 1983 Amendments included in the Comments in this chapter were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. The Notes to 1984 and 1986 Amendments were prepared by William E. Eason, Jr., Chairman, and Mitchell M. Purvis, Secretary, of that Committee. The Notes to the 1985 Amendments were prepared by William E. Eason, Jr., Chairman, Mitchell M. Purvis, Secretary, and members William S. Jacobs and Michael J. Egan, III of that Committee. The Notes to 1987 Amendments were prepared by Mitchell M. Purvis, Chairman, and member William S. Jacobs of that Committee. Mitchell M. Purvis, Chairman of that Committee, prepared the Notes to 1988 Amendments.
The comments in Chapter 3 of Title 14 were not amended to reflect 1989 amendments to this chapter. The 1989 amendments largely conformed procedures for nonprofit corporations to those for business corporations. In large part these changes involve changes in cross references to the revised Georgia Business Corporation Code that became effective July 1, 1989. As a result, references to Chapter 2 in the comments may be outdated, and readers should refer to the sections of Chapter 2 contained in the statute, where they differ from the references contained in the comments.
The comments in Chapter 3 of Title 14 were prepared by Patricia T. Morgan, Reporter to the Georgia Nonprofit Corporation Code Revision Committee (the "Committee"), an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. The comments were reviewed by the Committee, which was chaired by George H. Lanier.
RESEARCH REFERENCES
AM. JUR. 2D. --6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 18 Am. Jur. 2d, Corporations, §§ 32, 33.
C.J.S. --7 C.J.S., Associations, §§ 2-5.
ALR. --Determination of property rights between local church and parent church body: modern view, 52 ALR3d 324.
Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 ALR4th 1206.