O.C.G.A.

O.C.G.A. § 14-3-304 (2019)

Ultra vires

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation’s power to act may be challenged:

(1) In a proceeding by a member against the corporation to enjoin the act;

(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) In a proceeding by the Attorney General under Code Section

(c) In a member’s proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may

CORPORATIONS & PARTNERSHIPS enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

History

(Code 1981, § 14-3-304, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 26.)

Annotations

JUDICIAL DECISIONS Cited in Free For All Missionary Baptist Church, Inc. v. Southeastern Beverage

& Ice Equip. Co., 135 Ga. App. 498, 218 S.E.2d 169 (1975).

RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, §§ 1712 et seq. C.J.S. - 7 C.J.S., Associations, § 33. 19 C.J.S., Corporations, § 673 et seq. ALR. - Doctrine of ultra vires as applied to torts of private corporation, 57 ALR 302. Assumption of mortgage or lien by bank or other corporation as ultra vires, 91 ALR 177.

Right of corporation to perform or to hold itself out as ready to perform functions in the nature of legal services, 157 ALR 282. Power of corporation to make political contribution or expenditure under state law, 29 ALR2d 1262; 79 ALR3d 491.

Notes of Decisions

Cited in 2 cases, 2004–2005 · leading case: Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005).

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Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). · cites it 4× “Therefore, the Court of Appeals correctly reversed the grant of summary judgment in favor of Appellants and remanded the case to the trial court “with instructions to set aside the dissolution as ultra vires pursuant to OCGA§ 14-3-304 (c).” Baptist Convention &c.”

Baptist Convention v. Shorter Coll., 596 S.E.2d 761 (Ga. Ct. App. 2004). · cites it 2× “In fashioning a remedy, we note that both the college’s complaint and the GBC’s answer and counterclaim include a prayer for “such other and further relief’ as may be necessary and proper. The proper relief, at this stage of the litigation, is that the dissolution be set aside.”

— 14-3-304(c) — 1 case

Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). “Therefore, the Court of Appeals correctly reversed the grant of summary judgment in favor of Appellants and remanded the case to the trial court “with instructions to set aside the dissolution as ultra vires pursuant to OCGA§ 14-3-304 (c).” Baptist Convention &c.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.