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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 |
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Article 8. DIRECTORS AND OFFICERS |
| Part 1. BOARD OF DIRECTORS |
| § 14-3-801. Requirement for and duties of board of directors |
| § 14-3-802. Qualifications of directors |
| § 14-3-803. Number of directors |
| § 14-3-804. Election of directors |
| § 14-3-805. Terms of directors |
| § 14-3-806. Staggered terms for directors |
| § 14-3-807. Resignation of directors |
| § 14-3-808. Removal of directors |
| § 14-3-809. Procedure for removing directors |
| § 14-3-810. Removal of director by court |
| § 14-3-811. Vacancies |
| § 14-3-812. Compensation of directors |
| § 14-3-813. Appointment of provisional director in case of deadlock |
| Part 2. MEETINGS AND ACTION OF THE BOARD |
| § 14-3-820. Meetings of directors |
| § 14-3-821. Action taken without meeting |
| § 14-3-822. Notice |
| § 14-3-823. Waiver of notice |
| § 14-3-824. Quorum; when director deemed to assent to action |
| § 14-3-825. Committees |
| Part 3. STANDARDS OF CONDUCT |
| § 14-3-830. Standards of conduct for directors |
| § 14-3-831. Liability for unlawful distribution |
| Part 4. OFFICERS |
| § 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 |
| § 14-3-841. Duties of officers |
| § 14-3-842. Standards of conduct for officers |
| § 14-3-843. Resignation and removal of officers |
| § 14-3-844. Contract rights of officers |
| § 14-3-845. Authority of officer to sign documents; validity of document |
| § 14-3-846. Effect of corporate seal on document |
| Part 5. INDEMNIFICATION |
| § 14-3-850. Definitions |
| § 14-3-851. Authority to indemnify director involved in legal proceeding |
| § 14-3-852. Indemnification for reasonable expenses of successful defense |
| § 14-3-853. Advance or reimbursement of litigation expenses |
| § 14-3-854. Court ordered indemnification and payment of expenses |
| § 14-3-855. Determination of right and authorization for payment of indemnification required |
| § 14-3-856. Indemnification of officers, employees, and agents |
| § 14-3-857. Insurance |
| § 14-3-858. Applicability of indemnification provisions |
| Part 6. CONFLICTING INTEREST TRANSACTIONS |
| § 14-3-860. Definitions |
| § 14-3-861. Transactions not subject to being enjoined, set aside, or other sanctions |
| § 14-3-862. Directors' action after disclosure of conflict or abstention by interested director |
| § 14-3-863. Members' action following disclosure of conflict |
| § 14-3-864. Effect of court approval of transaction |
| § 14-3-865. Voidability of conflicting interest transaction |
REFS & ANNOS
TITLE 14 Chapter 3 Article 8 NOTE
RESEARCH REFERENCES
AM. JUR. 2D. --18B Am. Jur. 2d, Corporations, §§ 1345, 1354-1358, 1483-1485, 1931. 66 Am. Jur. 2d, Religious Societies, § 8.
Am. Jur. Proof of Facts. --Liability of Nonprofit Corporation for Engaging in For-Profit Business Activities, 46 POF3d 431.
C.J.S. --19 C.J.S., Corporations, §§ 447, 448, 460, 534.
ALR. --Liability of bank which credits paper payable to a corporation to the personal credit of corporate officer who endorsed it, and pays out the proceeds on the latter's personal checks, 9 ALR 346.
Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 ALR 570.
Personal liability of directors as affected by terms of contract or form of signature, 51 ALR 319.
Abatement upon death, of cause of action to enforce personal liability of corporate officer, director, or trustee, 79 ALR 1517.
Nonresident director or officer of domestic corporation as subject to constructive service of process in suit or proceeding to enforce duty or obligation to corporation, its stockholders or creditors, 148 ALR 1251.
Participation by corporate director in vote or meeting fixing compensation for his own services, 175 ALR 577.
Power of corporation or its officers with respect to payment of remuneration, bonus, and the like, to widow or family of deceased officer, 29 ALR2d 1262.
Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 ALR2d 663.
AM. JUR. 2D. --18B Am. Jur. 2d, Corporations, §§ 1345, 1354-1358, 1483-1485, 1931. 66 Am. Jur. 2d, Religious Societies, § 8.
Am. Jur. Proof of Facts. --Liability of Nonprofit Corporation for Engaging in For-Profit Business Activities, 46 POF3d 431.
C.J.S. --19 C.J.S., Corporations, §§ 447, 448, 460, 534.
ALR. --Liability of bank which credits paper payable to a corporation to the personal credit of corporate officer who endorsed it, and pays out the proceeds on the latter's personal checks, 9 ALR 346.
Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 ALR 570.
Personal liability of directors as affected by terms of contract or form of signature, 51 ALR 319.
Abatement upon death, of cause of action to enforce personal liability of corporate officer, director, or trustee, 79 ALR 1517.
Nonresident director or officer of domestic corporation as subject to constructive service of process in suit or proceeding to enforce duty or obligation to corporation, its stockholders or creditors, 148 ALR 1251.
Participation by corporate director in vote or meeting fixing compensation for his own services, 175 ALR 577.
Power of corporation or its officers with respect to payment of remuneration, bonus, and the like, to widow or family of deceased officer, 29 ALR2d 1262.
Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 ALR2d 663.