O.C.G.A.
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.
(a) No derivative proceeding may be commenced until:
(1) A written demand has been made upon the corporation to take suitable action; and
(2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.
(b) In the case of corporations described in subsection (a) of Code Section 14-3-1302, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation.
History
(Code 1981, § 14-3-742, enacted by Ga. L. 1991, p. 465, § 1.)
Annotations
COMMENT Subsection (b) requires notice to the Attorney General of a demand made on a corporation described in section 14-3-1302(a)(2). The purpose of this requirement is
to ensure that the Attorney General is notified of alleged improprieties involving charitable corporations. JUDICIAL DECISIONS Procedures required must be met. - A director and member of a nonprofit corporation were required to follow the procedures of O.C.G.A. § 14-3-742 before
bringing a derivative action against directors for breach of fiduciary duties. Dunn v. Ceccarelli, 227 Ga. App. 505, 489 S.E.2d 563 (1997).
Notes of Decisions
Cited in
9
cases (
2 in the last 5 years), 1997–2026 · leading case:
Dunn v. Ceccarelli, 489 S.E.2d 563 (Ga. Ct. App. 1997).
Dunn v. Ceccarelli, 489 S.E.2d 563 (Ga. Ct. App. 1997).
· cites it 9× “” They contend the court erred in failing to address this issue and in failing to grant them summary judgment since in bringing suit, Ceccarelli and McClellan did not comply with OCGA § 14-3-742 (a) of the Georgia Nonprofit Corporation Code.”
Pinnacle Benning, LLC v. Clark Realty Capital, LLC, 724 S.E.2d 894 (Ga. Ct. App. 2012).
· cites it 4× “”); OCGA § 14-3-742 (a) (1) (“No derivative proceeding may be commenced until. . . [a] written demand has been made upon the corporation to take suitable action .”
Longanecker v. Diamondhead Country Club, 760 So. 2d 764 (Miss. 2000).
“See Ga.Code Ann. § 14-3-742 (1991). The official comment to the Model Nonprofit Corporation Act, on which Mississippi's statutes are based, sets out the purpose of the demand rule, stating, "[t]he demand allows the directors to investigate the *770 claim and to act on behalf of…”
Dunn v. Ceccarelli, 521 S.E.2d 237 (Ga. Ct. App. 1999).
· cites it 2× “In so doing, this Court held the trial court should have treated appellees’ complaint seeking injunctive relief and an accounting of appellant-defendant Association board members as a time-barred derivative action for failure to comply with the ante litem demand requirements set…”
Girish Modi v. India-Am. Cultural Ass'n (Ga. Ct. App. 2024).
· cites it 4× “ivate actors such as [IACA]”; (3) Modi’s repeated failure to take steps to establish standing despite repeatedly being placed on notice that his various amended complaints/claims presented standing issues; and (4) Modi’s attempt to bring his claims in a derivative capacity in…”
Gary Longanecker v. Diamondhead Country Club & Prop. Owners (Miss. 1999).
“See Ga. Code Ann. § 14-3-742 (1991). The official comment to the Model Nonprofit Corporation Act, on which Mississippi's statutes are based, sets out the purpose of the demand rule, stating, "[t]he demand allows the directors to investigate the claim and to act on behalf of the…”
— 14-3-742(a)(1) — 1 case
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.