O.C.G.A. § 14-2-1703 (2019)
Saving provisions
(a) Except as provided in subsection (b) of this Code section, the amendment or repeal of a statute by this chapter does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal except as provided in subsection (f ) of Code Section 14-2-630 and Code Section 14-2-1332; but the same, as well as actions that are pending on July 1, 1989, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Transactions validly entered into before July 1, 1989, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;
(5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1989, that was authorized or permitted by the prior general corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
History
(Code 1981, § 14-2-1703, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 27.)
Annotations
Code Commission notes. - Pursuant to Code Section 28-9-5, in 1993, a comma
was deleted following ‘‘Code Section 14-2-630’’ in paragraph (a)(2).
COMMENT The saving provisions of Section 14-2-1703 are derived from section 25 of the Uniform Statutory Construction Act, which was promulgated by the National Conference of Commissioners on Uniform State Laws in 1965. They have been supplemented by subsections (a)(3) and (a)(4), which draw upon present § 14-2-3(e). An exception has been made for the limitations imposed on actions for violations of preemptive rights, dissenters’ rights, and claims against dissolved corporations by the Code, which is intended to limit actions for violations of preemptive rights that occurred prior to as well as after adoption of the Code. Note to 1993 Amendment The 1993 amendment deleted reference to Code Section 14-2-1407, which dealt with statutes of limitations against dissolved corporations. The drafters never intended for § 14-2-1407 to be applied retroactively to corporations that were previously dissolved under former § 14-2-293. Since corporations dissolved prior to the effective date of the new Code ( July 1, 1989) could not have published the newspaper notice required by § 14-2-1407, and in many cases lacked the power to engage in a later publication, because they were fully wound up, the effect of this subsection could have been read to extend liability for all corporations dissolving prior to July 1, 1989 indefinitely for contingent claims and claims arising after dissolution. Because there was no intent to extend the periods of limitation, the deletion of the exception has the effect of ensuring that corporations dissolved prior to July 1, 1989 are entitled to the limitation periods afforded under the former law. The 1993 amendment also added subparagraph (6) to include a general savings provision to the effect that any provision in a corporation’s articles of incorporation or bylaws which was valid and properly adopted under the prior Georgia corporate law and which is permissible under current law remains valid even if current law requires a different manner of adoption. OPINIONS OF THE ATTORNEY GENERAL Effect of repeal on reinstatement of corporation. - A foreign or domestic business corporation which was dissolved
or revoked under the law in effect prior to July 1, 1989, may be reinstated in accordance with the prior law in effect at the
CORPORATIONS & PARTNERSHIPS
time of the revocation or dissolution. 1990 Op. Att’y Gen. No. 90-39. Effect of repeal on civil penalty provisions. - For a foreign business corporation that had its certificate of authority revoked under the former corporation code and sought reinstatement after July 1, 1989, the civil penalty of $500.00 per
year or part thereof for operation without a certificate of authority should be assessed for the period of time between revocation and reinstatement, if the foreign corporation continued to transact business in Georgia without a certificate of authority. 1990 Op. Att’y Gen. No. 90-39.
CHAPTER 3 NONPROFIT CORPORATIONS Sec.
Article 1
meetings; notice; validity of meeting or vote.
General Provisions PART 1
PART 6
Sec.
Short title. Reservation of power General Assembly.
of
PART 2
PART 7
Filing of documents. Valid period for annual registration. Forms. Filing fees. Effective time and date of document. Correcting filed document. Duty of Secretary of State to file documents; effect of filing or refusing to do so. Appeal from Secretary of State’s refusal to file document. Evidence of filing. Certificate of existence or authorization. Penalty for signing false document. PART 3
Powers State.
of
Secretary
Article 2
Who may incorporate. Articles of incorporation. Publication of notice of intent to file articles of incorporation. Effect of filing articles of incorporation. Liability for preincorporation transactions. Organizational meeting. Bylaws. Emergency bylaws. Article 3
of
PART 4
Purposes and Powers
Construction of chapter when religious doctrine inconsistent.
Incorporation
Powers of Attorney General over unlawful assignment of corporate assets; dissolution of corporation; investigative and subpoena powers.
Definitions. Notice.
Purposes of corporation. Duration and powers of corporation. Emergency powers. Ultra vires. Nonprofit defined; rights; director’s role; reporting.
PART 5
Article 4
Corporate Name
Authority of court to order
Corporate name.
Sec.
CORPORATIONS & PARTNERSHIPS PART 3 Reservation of corporate name. Registered name of foreign corporation [Repealed]. Article 5
TERMINATION OF MEMBERSHIP Sec.
Registered Office and Registered Agent PART 1 GENERAL PROVISIONS
Registered office and registered agent. Change of registered office or registered agent. Resignation of registered agent. Service of process on corporation.
Article 7 Meetings GENERAL PROVISIONS
Venue - Applicable laws; where corporation deemed to reside; corporations with principal office under prior law. Article 6 Membership
Annual meeting. Special meetings. Court-ordered meetings. Approval of action without meeting. Notice of meeting. Waiver of notice. Record date. Action taken without meeting. PART 2
Authority to establish criteria or procedures for membership. Consideration for membership in corporation. Membership not required.
PART 1
PART 2
Authority to provide for delegates.
PART 1
Resignation by member and effect thereof. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees. PART 4
PART 2
Voting rights. Limitation on members’ liability. Liability for dues, assessments, or fees. Remedies of creditors of corporation against members.
Membership list for meeting. Number of votes to which member entitled; effect of membership in names of two or more persons. Quorum. Majority of votes constitutes act of membership. Proxies. Voting requirements for election of directors; cumulative voting. Election of directors by category. Validity of signature on proxy.
PART 3
Sec.
VOTING AGREEMENTS Sec.
Agreements among members.
Definitions. Standing. Demand for suitable action by corporation required. Stay of proceeding. Dismissal of proceeding. Discontinuance or settlement of proceeding prohibited without court approval. Payment of expenses of proceeding. Applicability to foreign corporations. Article 8
Directors and Officers
PART 4
Requirement for and duties of board of directors. Qualifications of directors. Number of directors. Election of directors. Terms of directors. Staggered terms for directors. Resignation of directors. Removal of directors. Procedure for removing directors. Removal of director by court. Vacancies. Compensation of directors. Appointment of provisional director in case of deadlock.
Meetings of directors. Action taken without meeting. Notice.
Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents. Duties of officers. Standards of conduct for officers. Resignation and removal of officers. Contract rights of officers. Authority of officer to sign documents; validity of document. Effect of corporate seal on document. PART 5
PART 2 MEETINGS AND ACTION OF THE BOARD
Standards of conduct for directors. Liability for unlawful distribution. OFFICERS
PART 1
Waiver of notice. Quorum; when director deemed to assent to action. Committees. PART 3
PART 4
Definitions. Authority to indemnify director involved in legal proceeding. Indemnification for reasonable expenses of successful defense. Advance or reimbursement of litigation expenses. Court ordered indemnification and payment of expenses. Determination of right and authorization for payment of indemnification required. Indemnification of officers, employees, and agents. Insurance.
CORPORATIONS & PARTNERSHIPS
Sec.
Sec.
Applicability of indemnification provisions.
PART 6
Definitions. Transactions not subject to being enjoined, set aside, or other sanctions. Directors’ action after disclosure of conflict or abstention by interested director. Members’ action following disclosure of conflict. Effect of court approval of transaction. Voidability of conflicting interest transaction.
PART 3 APPROVAL OF AMENDMENTS
When approval by specified person required. PART 4
Article 9
members not entitled to vote. Amendment where vote of members required. Voting by classes of members.
Reserved
Authority to amend articles to operate as for profit corporation. Procedure for amendment. Applicability of Business Corporation Code.
Article 10
Article 11
Amendment of Articles of Incorporation and Bylaws
Merger
PART 1 AMENDMENT OF ARTICLES OF INCORPORATION
Authority of corporation to amend.