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are pending on July 1, 1989, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;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valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;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the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or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(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.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 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.
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CHAPTER 3 NONPROFIT CORPORATIONS
Article 1
General Provisions.
Part 1
SHORT TITLE; LEGISLATIVE POWER.
14-3-101. Short title.
14-3-102. Reservation of power of General Assembly.
Part 2
DOCUMENTS.
14-3-120. Filing of documents.
14-3-120.1. Valid period for annual registration.
14-3-121. Forms.
14-3-122. Filing fees.
14-3-123. Effective time and date of document.
14-3-124. Correcting filed document.
14-3-125. Duty of Secretary of State to file documents; effect of filing or refusing to do so.
14-3-126. Appeal from Secretary of State's refusal to file document.
14-3-127. Evidence of filing.
14-3-128. Certificate of existence or authorization.
14-3-129. Penalty for signing false document.
Part 3
SECRETARY OF STATE.
14-3-130. Powers of Secretary of State.
Part 4
DEFINITIONS; NOTICE.
14-3-140. Definitions.
14-3-141. Notice.
Part 5
COURT-ORDERED MEETINGS.
14-3-160. Authority of court to order meetings; notice; validity of meeting or vote.
Part 6
POWERS OF ATTORNEY GENERAL.
14-3-170. Powers of Attorney General over unlawful assignment of corporate assets; dissolution of corporation; investigative and subpoena powers.
Part 7
RELIGIOUS CORPORATIONS DOCTRINE.
14-3-180. Construction of chapter when religious doctrine inconsistent.
Article 2
Incorporation.
14-3-201. Who may incorporate.
14-3-202. Articles of incorporation.
14-3-202.1. Publication of notice of intent to file articles of incorporation.
14-3-203. Effect of filing articles of incorporation.
14-3-204. Liability for preincorporation transactions.
14-3-205. Organizational meeting.
14-3-206. Bylaws.
14-3-207. Emergency bylaws.
Article 3
Purposes and Powers.
14-3-301. Purposes of corporation.
14-3-302. Duration and powers of corporation.
14-3-303. Emergency powers.
14-3-304. Ultra vires.
14-3-305. Nonprofit defined; rights; director's role; reporting.
Article 4
Corporate Name.
14-3-401. Corporate name.
14-3-402. Reservation of corporate name.
14-3-403. Registered name of foreign corporation [Repealed].
Article 5
Registered Office and Registered Agent.
Part 1
GENERAL PROVISIONS.
14-3-501. Registered office and registered agent.
14-3-502. Change of registered office or registered agent.
14-3-503. Resignation of registered agent.
14-3-504. Service of process on corporation.
Part 2
VENUE.
14-3-510. Venue - Applicable laws; where corporation deemed to reside; corporations with principal office under prior law.
Article 6
Membership.
Part 1
GENERAL PROVISIONS.
14-3-601. Authority to establish criteria or procedures for membership.
14-3-602. Consideration for membership in corporation.
14-3-603. Membership not required.
Part 2
RIGHTS AND LIABILITIES OF MEMBERS.
14-3-610. Voting rights.
14-3-611. Limitation on members' liability.
14-3-612. Liability for dues, assessments, or fees.
14-3-613. Remedies of creditors of corporation against members.
Part 3
TERMINATION OF MEMBERSHIP.
14-3-620. Resignation by member and effect thereof.
14-3-621. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees.
Part 4
DELEGATES.
14-3-630. Authority to provide for delegates.
Article 7
Meetings.
Part 1
GENERAL PROVISIONS.
14-3-701. Annual meeting.
14-3-702. Special meetings.
14-3-703. Court-ordered meetings.
14-3-704. Approval of action without meeting.
14-3-705. Notice of meeting.
14-3-706. Waiver of notice.
14-3-707. Record date.
14-3-708. Action taken without meeting.
Part 2
VOTING.
14-3-720. Membership list for meeting.
14-3-721. Number of votes to which member entitled; effect of membership in names of two or more persons.
14-3-722. Quorum.
14-3-723. Majority of votes constitutes act of membership.
14-3-724. Proxies.
14-3-725. Voting requirements for election of directors; cumulative voting.
14-3-726. Election of directors by category.
14-3-727. Validity of signature on proxy.
Part 3
VOTING AGREEMENTS.
14-3-730. Agreements among members.
Part 4
DERIVATIVE PROCEEDINGS.
14-3-740. Definitions.
14-3-741. Standing.
14-3-742. Demand for suitable action by corporation required.
14-3-743. Stay of proceeding.
14-3-744. Dismissal of proceeding.
14-3-745. Discontinuance or settlement of proceeding prohibited without court approval.
14-3-746. Payment of expenses of proceeding.
14-3-747. Applicability to foreign corporations.
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.
Article 9
Reserved.
Article 10
Amendment of Articles of Incorporation and Bylaws.
Part 1
AMENDMENT OF ARTICLES OF INCORPORATION.
14-3-1001. Authority of corporation to amend.
14-3-1002. Amendment where corporation has no members or members not entitled to vote.
14-3-1003. Amendment where vote of members required.
14-3-1004. Voting on amendments by classes of members.
14-3-1005. Articles of amendment.
14-3-1005.1. Notice of intent to change corporate name.
14-3-1006. Restated articles of incorporation.
14-3-1007. Amendment of articles pursuant to court order.
14-3-1008. Effect of amendment on existing cause of action.
Part 2
AMENDMENT OF BYLAWS.
14-3-1020. Amendment where corporation has no members or members not entitled to vote.
14-3-1021. Amendment where vote of members required.
14-3-1022. Voting by classes of members.
Part 3
APPROVAL OF AMENDMENTS.
14-3-1030. When approval by specified person required.
Part 4
AMENDMENT TO OPERATE FOR PROFIT.
14-3-1040. Authority to amend articles to operate as for profit corporation.
14-3-1041. Procedure for amendment.
14-3-1042. Applicability of Business Corporation Code.
Article 11
Merger.
14-3-1101. Plan of merger.
14-3-1102. Merger without court approval; notice to Attorney General; receipt or retention by member of anything resulting from merger.
14-3-1103. Approval of plan of merger by members or directors; abandonment of plan.
14-3-1104. Articles of merger; publication of notice of merger.
14-3-1104.1. Required filing of notice of merger.
14-3-1105. Effect of merger.
14-3-1106. Merger with foreign corporation.
14-3-1107. Effect of merger on bequest, devise, or other transfer of property.
14-3-1108. Definitions; merger with foreign corporations; requirements.
Article 11A
Domestication of Foreign Corporations.
14-3-1120. Procedure for domestication of foreign corporation; filing certificate of conversion and articles of incorporation.
14-3-1121. Certificates of conversion; implementation.
Article 12
Sale, Encumbrance, or Other Disposition of Assets.
14-3-1201. Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets.
14-3-1202. Sale or other disposition of assets other than in usual course of activities.
Article 13
Distributions.
14-3-1301. Distributions prohibited.
14-3-1302. Exceptions to prohibition against distributions.
Article 14
Dissolution.
Part 1
VOLUNTARY DISSOLUTION.
14-3-1401. Dissolution by incorporators or initial directors.
14-3-1402. Proposal of dissolution and approval thereof.
14-3-1403. Plan of dissolution.
14-3-1404. Notice of intent to dissolve.
14-3-1404.1. Publication of notice of intent to dissolve.
14-3-1405. Revocation of dissolution proceedings.
14-3-1406. Effect of notice of intent to dissolve.
14-3-1407. Disposition of known claims against corporation.
14-3-1408. Request for presentation of claims; enforcement of claims; when claims barred.
14-3-1409. Articles of dissolution.
14-3-1409.1. Claims pending prior to dissolution of a corporation.
14-3-1410. Revival of corporation after dissolution by expiration of period of duration.
Part 2
ADMINISTRATIVE DISSOLUTION.
14-3-1420. Grounds for administrative dissolution.
14-3-1421. Procedure for and effect of administrative dissolution.
14-3-1422. Reinstatement following administrative dissolution.
14-3-1423. Appeal from denial of reinstatement.
Part 3
JUDICIAL DISSOLUTION.
14-3-1430. Grounds for judicial dissolution.
14-3-1431. Procedure for judicial dissolution.
14-3-1432. Authority to appoint receiver or custodian; powers and duties of receiver or custodian.
14-3-1433. Decree of dissolution.
Part 4
ASSETS OF DISSOLVED CORPORATION.
14-3-1440. Deposit of assets with Office of the State Treasurer.
Article 15
Foreign Corporations.
Part 1
CERTIFICATE OF AUTHORITY.
14-3-1501. Certificate of authority to transact business required.
14-3-1502. Transacting business without certificate of authority.
14-3-1503. Application for certificate of authority.
14-3-1504. When amended certificate of authority required.
14-3-1505. Effect of certificate of authority.
14-3-1506. Corporate name of foreign corporation.
14-3-1507. Registered office and registered agent of foreign corporation.
14-3-1508. Change of registered office or registered agent of foreign corporation.
14-3-1509. Resignation of registered agent of foreign corporation.
14-3-1510. Service of process on foreign corporation.
Part 2
CERTIFICATE OF WITHDRAWAL.
14-3-1520. Withdrawal of foreign corporation from state.
Part 3
REVOCATION OF CERTIFICATE OF AUTHORITY.
14-3-1530. Grounds for revocation.
14-3-1531. Procedure for and effect of revocation.
14-3-1532. Appeal from revocation.
Part 4
DOMESTICATION UNDER PRIOR LAW.
14-3-1540. Applicability of chapter to foreign corporations domesticated under prior law.
Article 16
Records and Reports.
Part 1
RECORDS.
14-3-1601. Required corporate records.
14-3-1602. Members' right to copy and inspect records.
14-3-1603. Scope of inspection right.
14-3-1604. Court-ordered inspection.
14-3-1605. Use of membership list.
Part 2
REPORTS.
14-3-1620. Furnishing financial statements to members.
14-3-1621. Report to members of indemnification or advance of expenses.
14-3-1622. Annual registration of corporation.
Article 17
Applicability.
14-3-1701. Corporations as to which chapter applicable and as to which not applicable; corporations existing on July 1, 1991; foreign and interstate commerce.
14-3-1702. Applicability to qualified foreign corporations.
14-3-1703. Saving provisions.
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 Code 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, § 33 et seq.
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 A.L.R.3d 324.
Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A.L.R.4th 1206.
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ARTICLE 1 GENERAL PROVISIONS
Cross references. - Incorporation of condominium associations, § 44-3-100 et seq.
Electric membership corporations, § 46-3-170 et seq.
Rural telephone cooperatives, § 46-5-60 et seq.
Monitoring of activities of nonprofit contractors who contract with state, § 50-20-1 et seq.
RESEARCH REFERENCES
Liability of Nonprofit Corporation for Engaging in For-Profit Business Activities, 46 POF3d 431.
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PART 1 SHORT TITLE; LEGISLATIVE POWER