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(Code 1981, §14-3-831, enacted by Ga. L. 1991, p. 465, § 1.)
This section is based on the Model Act. It differs from its Business Code counterpart, section 14-2-832, in that it does not contain a limitation period for proceedings brought under it. In addition, the Business Code statement that "[i]n any proceeding commenced under this Code section, a director has all of the defenses ordinarily available to a director" was omitted. This omission should not alter the availability of defenses, such as the common law business judgment rule, to directors in a proceeding under this section, because liability under this section is predicated on a violation of the standards contained in section 14-3-830. All defenses to an alleged violation of the standards contained in section 14-3-830 are necessarily available to a director in a proceeding under this section.
Section 14-3-1301 prohibits distributions except those authorized by section 14-3-1302. "Distribution" is defined in section 14-3-140(9).
- 6 Am. Jur. 2d, Associations and Clubs, § 60.
- 7 C.J.S., Associations, § 59.
- Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 A.L.R. 570.
Right or duty of corporation to pay dividends; and liability for wrongful payment, 55 A.L.R. 8; 76 A.L.R. 885; 109 A.L.R. 1381.
Liability of payee who accepts checks of corporation in payment of personal debts of officer who was authorized to use corporate funds for that purpose, 100 A.L.R. 60.
Participation by corporate director in vote or meeting fixing compensation for his own services, 175 A.L.R. 577.
Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.
- An officer who takes part in the commission of a corporate tort or who specifically directs the particular act to be done or who participates or cooperates therein is personally liable for the commission of the tort. Alexie, Inc. v. Old S. Bottle Shop Corp., 179 Ga. App. 190, 345 S.E.2d 875 (1986).
Cited in Riverdale Assembly of God, Inc. v. Advanced Refrigeration, Inc., 128 Ga. App. 718, 197 S.E.2d 767 (1973); Free For All Missionary Baptist Church, Inc. v. Southeastern Beverage & Ice Equip. Co., 135 Ga. App. 498, 218 S.E.2d 169 (1975).
- 18B Am. Jur. 2d, Corporations, §§ 1318 et seq., 1335, 1368, 1369, 1505 et seq. 36 Am. Jur. 2d, Fraternal Orders and Benefit Societies, §§ 28 et seq. 66 Am. Jur. 2d, Religious Societies, §§ 7, 8.
- 10 C.J.S., Beneficial Associations, §§ 31 et seq. 14 C.J.S., Charities, § 92 et seq. 19 C.J.S., Corporations, §§ 530, 531, 535, 552, 625, 685, 694. 77 C.J.S., Religious Societies, § 35 et seq.
- When resignation of officer of private corporation becomes effective, 20 A.L.R. 267.
Authority of corporate officer to employ agent or broker to sell property, 159 A.L.R. 796.
Power of president of corporation to have litigation instituted by it where board of directors has failed or refused to grant permission, 10 A.L.R.2d 701.
Power of president of corporation to commence or to carry on arbitration proceedings, 65 A.L.R.2d 1321.
Power and authority of president of business corporation to execute commercial paper, 96 A.L.R.2d 549.
No results found for Georgia Code 14-3-831.