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2018 Georgia Code 14-3-845 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-845 Case Law from Google Scholar Amendments to OCGA 14-3-845

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 8 DIRECTORS AND OFFICERS

14-3-845. Authority of officer to sign documents; validity of document.

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below.Categories shall be as follows:

  1. Category 1 shall consist of the presiding officer of the board and the president; and
  2. Category 2 shall consist of a vice president, the secretary, the treasurer, and the executive director.

    The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.

(Code 1981, §14-3-845, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on the Model Act and has no counterpart in the Business Code. It provides a safe harbor (in addition to the one contained in Code Section 14-5-7 pertaining to real property conveyancing documents) that permits third parties to rely on the signatures of specified officers of nonprofit corporations. In the nonprofit corporation context, the authority of officers is sometimes unclear because of the informality of the entity or the titles of its agents. This section is intended to provide a fail-safe mechanism for protection against a claim of lack of authority. Of course, if the third party has actual knowledge of the signing party's lack of authority, this section provides no relief.

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