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Call Now: 904-383-7448This chapter shall be known and may be cited as the "Georgia Nonprofit Corporation Code."
(Code 1981, §14-3-101, enacted by Ga. L. 1991, p. 465, § 1.)
- For annual survey of law of business associations, see 43 Mercer L. Rev. 85 (1991). For symposium article, "Incorporation Choice, Uniformity, and the Reform of Nonprofit State Law," see 41 Ga. L. Rev. 1113 (2007). For symposium article, "Revising the Model Nonprofit Corporation Act: Plus Ca Change, Plus C'est La Meme Chose," see 41 Ga. L. Rev. 1335 (2007). For article, "Georgia Condominium Law: Beyond the Condominium Act," see 13 Ga. St. B. J. 24 (2007). For comment, "Must God Regulate Religious Corporations? A Proposal for Reform of the Religious Corporation Provisions of the Revised Model Nonprofit Corporation Act," see 42 Emory L.J. 721 (1993).
Source: Model Act § 18.
This Code was drawn principally from the Georgia Business Corporation Code (referred to throughout the comments hereto as the "Business Code"), enacted by Ga. L. 1988, p. 1070, § 1, and adheres to its nomenclature and its structure when appropriate. The former Georgia Nonprofit Corporation Code was adopted in 1968 and was patterned on the Model Nonprofit Corporation Act. The former Code was amended periodically to reflect changes made to the Georgia Business Corporation Code. Although a Revised Model Nonprofit Corporation Act (the "Model Act") was approved in 1987 and published in 1988, its general approach of categorizing nonprofit corporations into three groups was not followed.
Because of the desire to conform this Code to the Business Code whenever possible and appropriate, separate comments on similar or identical provisions were deemed unnecessary. Accordingly, the comments to this Code seek to illuminate only those provisions that differ from their Business Code counterparts. Comments to some provisions based on the Model Act are based on comments to the Model Act, with permission of the American Bar Association and the publisher, Prentice Hall Law and Business.
- Trial court erred in granting summary judgment for a former board of directors of a church for want of jurisdiction as the issues of removal of the former board of directors under the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101 et seq., and disposition of church property were secular in nature and capable of judicial review without considering ecclesiastical matters. Members of Calvary Missionary Baptist Church v. Jackson, 259 Ga. App. 647, 578 S.E.2d 275 (2003).
Construction with O.C.G.A. §§ 14-3-180 and 14-5-40. - Georgia Nonprofit Corporate Code, O.C.G.A. § 14-3-101 et seq., can be used to resolve certain controversies involving religious institutions, under O.C.G.A. §§ 14-3-180 and14-5-40 et seq. Waverly Hall Baptist Church, Inc. v. Branham, 276 Ga. App. 818, 625 S.E.2d 23 (2005).
- Merely requiring a congregational church to hold a meeting pursuant to the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101 et seq., did not constitute an impermissible intrusion or excessive entanglement into ecclesiastical matters. Waverly Hall Baptist Church, Inc. v. Branham, 276 Ga. App. 818, 625 S.E.2d 23 (2005).
Cited in Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).
- 18 Am Jur 2d Corporations § 27 et seq., § 33 et seq. 18B Am. Jur. 2d, Corporations, §§ 1325 et seq., 1337, 1406 et seq. 66 Am. Jur. 2d, Religious Societies, § 7.
- 19 C.J.S., Corporations, § 518 et seq.
- Removal by court of director or officer of private corporation, 124 A.L.R. 364.
Nonprofit purposes and character which warrant creation of nonprofit corporation, 16 A.L.R.2d 1345.
Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.
Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser's designees, 13 A.L.R.3d 361.
Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.
Total Results: 18
Court: Ga. Ct. App. | Date Filed: 2022-08-26T00:00:00-07:00
Snippet: judgment, and the trial court should have dismissed that claim without prejudice. 7 The Association is organized as a nonprofit corporation under the Georgia Nonprofit Corporation Code. See OCGA § 14-3-101 et seq.; see also OCGA § 44-3-227 (a). Under that Code, members of a nonprofit corporation may, under certain circumstances, file derivative proceedings. See OCGA § 14-3-740 et seq. In a nonprofit derivative suit, a member asserts for the
Court: Ga. Ct. App. | Date Filed: 2021-02-04T00:00:00-08:00
Snippet: related enumerations of error, Walhalla asserts that the trial court erred by concluding that it could not recover against the defendants based upon its lack of standing. As set forth above, Kennestone is a Georgia non-profit corporation. See OCGA § 14-3-101 et seq. “[M]embers of a nonprofit corporation may, under certain circumstances, file derivative proceedings. See OCGA §§ 14-3-740 through 14-3-747.” Ga. Appreciation Property v. Enclave at Riverwalk Townhome Assn., 345
Court: Ga. Ct. App. | Date Filed: 2019-03-11T00:00:00-07:00
Citation: 826 S.E.2d 189, 349 Ga. App. 343
Snippet: 3541, 3545, Sec. 1). 16 City of Marietta Charter, Sec. 1.2 (a) (5). (Ga. L. 1977, p. 3541, 3543, Sec. 1). 17 OCGA § 14-3-101 et seq. 18 A for-profit corporation is defined in this title as a "business corporation." OCGA § 14-3-140 (3). 19 OCGA § 14-3-140 (19.1). 20 OCGA § 14-3-101 et seq. 21 See OCGA § 14-11-100 et seq., and specifically OCGA § 14-11-101 (5), defining corporation as "a corporation incorporated
Court: Ga. Ct. App. | Date Filed: 2018-03-15T00:00:00-07:00
Citation: 812 S.E.2d 157
Snippet: the trial court erred by dismissing Count I of its complaint for lack of standing to pursue a derivative action. We disagree. Enclave was organized as a Georgia non-profit corporation pursuant to the Georgia Nonprofit Corporation Code. See OCGA § 14-3-101 et seq. ; see also OCGA § 44-3-227 (a). Under that Code, members of a non-profit corporation may, under certain circumstances, file derivative proceedings. See OCGA §§ 14-3-740 through 14-3-747. In a nonprofit derivative suit, a member asserts for
Court: Ga. Ct. App. | Date Filed: 2017-08-16T00:00:00-07:00
Citation: 805 S.E.2d 450
Snippet: formed under Title 14 of the Georgia Code. Chapters 2 and 3 of Title 14 of the Georgia Code govern the incorporation of profit and non-profit corporations under Georgia law. See OCGA §§ 14-2-101 et. seq. (Georgia Business Corporation Code); 14-3-101 et seq. (Georgia Nonprofit Corporation Code). Incorporation under these chapters refers to the delivery of articles of incorporation to the Secretary of State of Georgia, who then files the articles, bringing the corporation into legal existence
Court: Ga. Ct. App. | Date Filed: 2015-07-08T00:00:00-07:00
Citation: 332 Ga. App. 693, 774 S.E.2d 755
Snippet: that, since their only claim for damages had been decided against them, the grant of a directed verdict was harmless error. Id. 7 In Georgia today, such a religious corporation would be considered a nonprofit corporation under OCGA § 14-3-101. See OCGA § 14-5-40. 8 Oglethorpe and Smarr point to the statement in Northern Pac. R. Co. v. Whalen, 149 U. S. 157, 163 (13 SCt 822, 37 LE 686) (1893), that “[a]s a corporation cannot be said to have life or health
Court: Ga. Ct. App. | Date Filed: 2013-07-16T00:00:00-07:00
Citation: 323 Ga. App. 103, 746 S.E.2d 719
Snippet: to hold an election resulted from the McGees’ own conduct. (a) The trial court relied on the purported bylaws to find as a matter of fact that the MEHOA was organized as a nonprofit corporation under the Georgia Nonprofit Corporation Code, OCGA § 14-3-101 et seq. The court concluded that the failure of the board to hold the required elections was of no legal consequence because the board’s actions were proper under OCGA § 14-3-805 (d).6 But as shown in Division 2, an issue of fact remains regarding
Court: Ga. | Date Filed: 2011-11-21T00:00:00-08:00
Citation: 718 S.E.2d 237, 290 Ga. 95, 2011 Fulton County D. Rep. 3631, 2011 Ga. LEXIS 932
Snippet: corporate affairs of CCS through the Bishop's actions, despite having no cognizable legal authority to do so. As a result, the Bishop's conduct may be entirely ultra vires, and therefore, unlawful under the Georgia Nonprofit Corporation Code, OCGA § 14-3-101 et seq. It appears from the record that the Bishop performed these acts without any legal authority to do so after CCS terminated its relationship with the National Church. See generally OCGA § 14-3-302 (explaining that all nonprofit corporations
Court: Ga. Ct. App. | Date Filed: 2009-06-25T00:00:00-07:00
Citation: 680 S.E.2d 588, 298 Ga. App. 563, 2009 Fulton County D. Rep. 2229
Snippet: that "none of the individuals alleging to be members of the Board of Directors of the Church ... are actually members of the Board." After discussing the church's bylaws and the applicable provisions of the Georgia Nonprofit Corporation Code, OCGA § 14-3-101 et seq., Jackson argued that this claim must be brought by the real party in interest and that these individuals were not board members, were not church members, did not represent the church, and had no authority to act on its behalf. The court held
Court: Ga. Ct. App. | Date Filed: 2007-10-19T00:00:00-07:00
Citation: 652 S.E.2d 881, 287 Ga. App. 888, 2007 Fulton County D. Rep. 3218
Snippet: adjudicate issues of fact with finality or grant final relief.[16] Judgment affirmed. JOHNSON, P.J., and MIKELL, J., concur. NOTES [1] Bernocchi v. Forcucci, 279 Ga. 460, 461(1), 614 S.E.2d 775 (2005) (citations and punctuation omitted). [2] OCGA § 14-3-101 et seq. [3] OCGA § 14-3-603 (corporation not required to have members); OCGA § 14-3-801(a) (corporation must have board of directors). [4] OCGA § 14-3-804(b). [5] OCGA § 14-3-804(a). [6] OCGA § 14-3-610 (emphasis supplied). [7] See OCGA § 14-3-601(a)
Court: Ga. | Date Filed: 2005-05-23T00:00:00-07:00
Citation: 614 S.E.2d 37, 279 Ga. 466, 2005 Fulton County D. Rep. 2099
Snippet: corporation. The current Georgia Nonprofit Corporation Code “was drawn principally from the Georgia Business Corporation Code” and reflects “the desire to conform [it] to the Business Code whenever possible and appropriate . . ..” Comment to OCGA § 14-3-101. See also 2 Kaplan’s Nadler, Ga. Corps., Lim. Parts. and Lim. Liab. Cos. (1999 ed.), § 14-2, p. 21. Thus, “ ‘ “unless otherwise specifically noted, the fundamental rules and principles of law of profit and business corporations are equally applicable
Court: Ga. Ct. App. | Date Filed: 2004-08-20T00:00:00-07:00
Citation: 269 Ga. App. 194, 603 S.E.2d 711, 2004 Fulton County D. Rep. 2804
Snippet: other former church members for lack of jurisdiction. The underlying lawsuit involved issues regarding (i) the disposition of church property and (ii) church members’ compliance with the provisions of the Georgia Nonprofit Corporation Code (OCGA § 14-3-101 etseq.) in dismissing Jackson and the other former church members from the church’s Board of Directors. See Jackson, supra, 259 Ga. App. at 647. We reversed the trial court’s decision to dismiss the lawsuit, holding that because the resolution of
Court: Ga. Ct. App. | Date Filed: 2004-03-17T00:00:00-08:00
Citation: 596 S.E.2d 761, 266 Ga. App. 312
Snippet: 168(1), 596 S.E.2d 694 (2004) (although prosecution had ended, dispute concerning restrictive order entered in case held "capable of repetition, yet evading review"; this Court's dismissal of appeal as moot reversed by Supreme Court). [11] OCGA § 14-3-101 et seq. [12] OCGA § 14-3-140(20). [13] Id. [14] OCGA § 14-3-140(23). [15] See Comment, OCGA § 14-3-801: "Boards of directors of nonprofit corporations are sometimes called boards of trustees." [16] See, e.g., Fleetwood v. Wieuca North Condominium
Court: Ga. Ct. App. | Date Filed: 2003-02-13T00:00:00-08:00
Citation: 578 S.E.2d 275, 259 Ga. App. 647, 2003 Ga. App. LEXIS 222
Snippet: fired the church pastor. The pastor refused to vacate his position, and the members of the church voted to remove appellees from the Board of Directors and then from the church, allegedly pursuant to the Georgia Nonprofit Corporation Code, OCGA § 14-3-101 et seq. Appellants then filed a lawsuit against appellees based on alleged actions that appellees had taken while purporting to continue as the Board of Directors of the church. Specifically, appellants alleged, among other things, that the former
Court: Ga. Ct. App. | Date Filed: 2000-07-14T00:00:00-07:00
Citation: 537 S.E.2d 435, 245 Ga. App. 190, 2000 Fulton County D. Rep. 3176
Snippet: that operate hospitals regardless of whether they are designed to make a profit. The definition is not limited to private entities onlyit includes hospital authorities. The definition is not limited to statutory nonprofit corporations. See OCGA § 14-3-101 et seq. It specifically includes those entities yet also includes all other nonprofit entities. And hospital authorities are nonprofit entities. OCGA §§ 31-7-77; 31-7-84. Finally, "hospitals, whether owned directly by a county or city, or by an authority
Court: Ga. Ct. App. | Date Filed: 1996-12-09T00:00:00-08:00
Citation: 479 S.E.2d 190, 223 Ga. App. 885, 96 Fulton County D. Rep. 4381
Snippet: by OCGA § 14-3-1604, which is based on the corresponding statute in the Georgia Business Corporation Code, OCGA § 14-2-1604, which in turn is based on § 16.04 of the Model Business Corporation Act. See Code Revision Committee comments to OCGA §§ 14-3-101 and 14-2-1604. OCGA § 14-3-1604(a) provides that a superior court may "summarily" issue an order for access to records covered by OCGA § 14-3-1602(a). The superior court is directed by OCGA § 14-3-1604(b) to dispose of an application for access to
Court: Ga. Ct. App. | Date Filed: 1995-11-29T00:00:00-08:00
Citation: 465 S.E.2d 491, 219 Ga. App. 470, 95 Fulton County D. Rep. 3827
Snippet: which owns the certificate of deposit, the *492 Kidist Mariam Ethiopian Orthodox Tawahedo Church, Inc. ("the corporation" or "the Kidist Mariam Church"). The Kidist Mariam Church was established under Georgia's Nonprofit Corporation Code, OCGA § 14-3-101 et seq. and is dedicated to the religious, spiritual and liturgical precepts of a religious body known as the Ethiopian Orthodox Tawahedo Church ("EOTC").[1] However, the corporation's articles of incorporation reserve control of the "internal affairs
Court: N.D. Ga. | Date Filed: 1966-01-11T00:00:00-08:00
Citation: 250 F. Supp. 433, 1966 U.S. Dist. LEXIS 6429
Snippet: flood. In substance, the flooding due to Weiss Dam is illustrated by the following chart. ELEVATION ACRES DURATION OF BAND IN BAND WITHOUT WITH INCREASE ACRE DAY WEISS WEISS INCREASE 1st Flood December, 1962 564-566 14.0 13 15 2 28.0 566-568 33.7 11 14 3 101.1 568-570 73.1 7 13 6 438.6 570.0-571.9 131.2 2 5 3 393.6 571.9-573.0 103.5 0 1 1 103.5 TOTAL ACRE-DAY INCREASE 1067.8 2nd Flood January & February, 1962 564-566 14.0 7 9 2 28.0 566-568 33.7 4 7 3 101.1 568-569.8 62.8 2 3 1 62.8 569.8-570.6 44.5