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2018 Georgia Code 14-3-801 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-801 Case Law from Google Scholar Amendments to OCGA 14-3-801

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 8 DIRECTORS AND OFFICERS

14-3-801. Requirement for and duties of board of directors.

  1. Each corporation must have a board of directors.
  2. Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board.
  3. No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation.
  4. The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.

(Code 1981, §14-3-801, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

Boards of directors of nonprofit corporations are sometimes called boards of trustees, regents, overseers, or other names. This section applies to the group or person under whose authority corporate powers are exercised and under whose direction the affairs of the corporation are managed, regardless of the name or designation given to the person or group.

This Code allows considerable flexibility in structuring nonprofit corporations. While every nonprofit corporation must have a board, the articles of incorporation may authorize delegation of some duties of the board. The person(s) to whom such power is delegated assume the same duties and responsibilities as directors.

JUDICIAL DECISIONS

Church corporation and director were privies.

- Trial court did not err in granting a landowner summary judgment in a church's quiet title action because the doctrine of collateral estoppel applied when prior action adjudicated that the director of the church did not have the authority to act on behalf of or to represent the church, but the director did so by directing the filing of the quiet title action; the church and the director were privies because a church corporation could only conduct the church's business and affairs under the direction of the church's board of directors, O.C.G.A. § 14-3-801(b), and the record clearly showed that the director, purporting to control the church corporation as a director, directed the filing of the quiet title lawsuit. Body of Christ Overcoming Church of God, Inc. v. Brinson, 287 Ga. 485, 696 S.E.2d 667 (2010).

Cited in Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).

Cases Citing Georgia Code 14-3-801 From Courtlistener.com

Total Results: 1

Body of Christ Overcoming Church of God, Inc. v. Brinson

Court: Supreme Court of Georgia | Date Filed: 2010-07-05

Citation: 696 S.E.2d 667, 287 Ga. 485, 2010 Fulton County D. Rep. 2178, 2010 Ga. LEXIS 514

Snippet: the direction of its board of directors, OCGA § 14-3-801 (b), and because the record clearly shows that