O.C.G.A. § 1-2-1 (2019)

Annotations

Cross references. - Definition of ‘‘person’’ generally, § 1-3-3. Editor’s notes. - Ga. L. 2019, p. 711, § 1/HB 481, not codified by the General Assembly, provides: ‘‘This Act shall be known and may be cited as the ‘Living Infants Fairness and Equality (LIFE) Act.’ ’’ Ga. L. 2019, p. 711, § 2/HB 481, not codified by the General Assembly, provides: ‘‘(1) In the founding of the United States of America, the State of Georgia and the several states affirmed that: ‘We hold these Truths to be self evident, that all Men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty, and the Pursuit of Happi-

ness - that to secure these Rights, Governments are instituted among men;’ ‘‘(2) To protect the fundamental rights of all persons, and specifically to protect the fundamental rights of particular classes of persons who had not previously been recognized under law, the 14th Amendment to the United States Constitution was ratified, providing that, ‘nor shall any State deprive any person of life, liberty, or property, without due process of law; nor deny any person within its jurisdiction the equal protection of the laws’; ‘‘(3) Modern medical science, not available decades ago, demonstrates that unborn children are a class of living, distinct persons and more expansive state recognition of unborn children as persons did not exist when Planned Parenthood v. Casey (1992) and Roe v. Wade (1973) established abortion related precedents; ‘‘(4) The State of Georgia, applying reasoned judgment to the full body of modern medical science, recognizes the benefits of providing full legal recognition to an unborn child above the minimum requirements of federal law; ‘‘(5) Article I, Section I, Paragraphs I and II of the Constitution of the State of Georgia affirm that ‘[n]o person shall be deprived of life, liberty, or property except by due process of law’; and that ‘[p]rotection to person and property is the paramount duty of government and shall be

impartial and complete. No person shall be denied the equal protection of the laws’; and ‘‘(6) It shall be the policy of the State of Georgia to recognize unborn children as natural persons.’’ Ga. L. 2019, p. 711, § 13/HB 481, not codified by the General Assembly, provides: ‘‘Any citizen of this state shall have standing and the right to intervene and defend in any action challenging the constitutionality of any portion of this Act.’’ Ga. L. 2019, p. 711, § 14/HB 481, not

codified by the General Assembly, provides: ‘‘All provisions of this Act shall be severable in accordance with Code Section 1-1-3.’’ Law reviews. - For survey article on business associations, see 34 Mercer L. Rev. 13 (1982). For article, ‘‘Rights: Afterthoughts,’’ see 27 Ga. L. Rev. 473 (1993). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000).

JUDICIAL DECISIONS Section becomes, in substance, a part of the charter of a corporation. Railroad Co. v. Georgia, 98 U.S. 359, 25 L. Ed. 185 (1878). Corporation is a creature of the law. Eminent Household of Columbian Woodmen v. Thornton, 134 Ga. 405, 67 S.E. 849 (1910). Corporation brought into existence only as result of express legislation. - The conference of power upon persons to organize a corporation is legislative in character and must be done by direct legislation, or be founded upon legislative or constitutional provisions. Free Gift Soc’y No. 25 Bros. & Sisters of Benevolence v. Edwards, 163 Ga. 857, 137 S.E. 382 (1927). State Board of Workers’ Compensation agency of state. - The State Board of Workmen’s Compensation (now State Board of Workers’ Compensation) is not a natural person, partnership or corporation, but an agency of the state. The state has not consented for this agency to be sued and a suit cannot be maintained against the state without its consent. Cardin v. Riegel Textile Corp., 219 Ga. 695, 135 S.E.2d 284 (1964). Averment in indictment that representations were made to corporation is sufficient, for this is a representation to a person, although an artificial one. Turnipseed v. State, 53 Ga. App. 194, 185 S.E. 403 (1936). In 1863 Code, state for first time asserted its right to change, modify, or alter. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Power to change, modify, destroy is referred to as reserved power of state. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940). Sovereign power never committed to court, but vested in state itself. - The sovereign power to alter, modify, or repeal charters is vested in the state itself, and has never been committed to the superior court. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940). Corporation of this state cannot be dissolved by act of Congress. Holland v. Heyman & Bro., 60 Ga. 174 (1878). Where power reserved, corporations may be authorized to merge or consolidate. - Where the reserved power existed at the time of their creation, the General Assembly may authorize preexisting corporations to merge or consolidate upon the affirmative vote of less than all of the stockholders. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940). Section is broader than former Code 1910, § 2239, which pertains to withdrawal of franchise. Central R.R. & Banking Co. v. State, 54 Ga. 401 (1875), rev’d on other grounds, 92 U.S. 665, 23 L. Ed. 757 (1876). State has right to withdraw any privilege which is part of corporation’s franchise. Railroad Co. v. Georgia, 98 U.S. 359, 25 L. Ed. 185 (1878). Right to withdraw franchise must authorize a withdrawal of every or any right or privilege which is a part of the franchise, especially in view of this statutory provision that private corporations are

subject to be changed, modified, or destroyed at the will of their creator. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940). Corporation’s power differs from state’s power. - There is a substantial difference between a corporation’s attempting to reserve right to impair vested rights of its shareholders through altering or amending its internal structure and retention by state of power to modify or withdraw charters granted to corpora-

tions created by the state. Baugh v. Citizens & S. Nat’l Bank, 248 Ga. 180, 281 S.E.2d 531 (1981). Under this section, railroad corporation may be confined to particular route on certain prescribed conditions, as to a portion of a line through a given county. Macon & B.R.R. v. Gibson, 85 Ga. 1, 11 S.E. 442, 21 Am. St. R. 135 (1890). Cited in Georgia Power Co. v. City of Decatur, 181 Ga. 187, 182 S.E. 32 (1935).

RESEARCH REFERENCES Am. Jur. 2d. - 18 Am. Jur. 2d, Corporations, §§ 65 et seq. C.J.S. - 18 C.J.S., Corporations, § 8. ALR. - Diversity of citizenship, for purposes of federal jurisdiction, in stockholders’ derivative action, 68 A.L.R.2d 824. Right of member, officer, agent, or director of private corporation or unincorporated association to assert personal privilege against self-incrimination with respect to production of corporate books or

records, 52 A.L.R.3d 636; 87 A.L.R. Fed. 177. Availability of sole shareholder’s Fifth Amendment privilege against self-incrimination to resist production of corporation’s books and records--modern status, 87 A.L.R. Fed. 177. Punitive damages in actions for violations of Title VII of the Civil Rights Act of 1964 (42 USCA § 1981a; 42 USCA § 2000e et seq.), 150 A.L.R. Fed. 601.