O.C.G.A. § 14-3-101 (2019)

Annotations

Law reviews. - 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).

COMMENT 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.

CORPORATIONS & PARTNERSHIPS

JUDICIAL DECISIONS Removal of board of directors of church was secular issue. - 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 and 14-5-40 et seq. Waverly Hall Baptist Church, Inc. v. Branham, 276 Ga. App. 818, 625 S.E.2d 23 (2005). Requiring meeting was not impermissible intrusion. - 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).

RESEARCH REFERENCES Am. Jur. 2d. - 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. C.J.S. - 19 C.J.S., Corporations, § 518 et seq. ALR. - Removal by court of director or officer of private corporation, 124 ALR 364. Nonprofit purposes and character which warrant creation of nonprofit corporation, 16 ALR2d 1345.

Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 ALR3d 623. Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser’s designees, 13 ALR3d 361. Distribution of funds by nonprofit corporation absent dissolution, 51 ALR3d 1318.