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2018 Georgia Code 14-4-100 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-4-100 Case Law from Google Scholar Amendments to OCGA 14-4-100

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 4. Secretary of State Corporations, 14-4-1 through 14-4-183.

ARTICLE 6 AMENDMENT OF CHARTER

14-4-100. Application for amendment of charter of companies incorporated by Act of General Assembly; surrender of certain powers by insurance companies.

  1. Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the corporate powers and privileges granted to a like corporation under the Acts passed prior to April 1, 1969, or thereafter, providing for the grant of corporate powers and privileges to such companies by the Secretary of State, by filing with the Secretary of State an application signed with the corporate name stating the name and character of the corporation, the date of the original Act of incorporation and all amendments thereto, and that it desires an amendment to its charter by having granted to it the corporate powers and privileges granted to similar corporations by the Act or certain specified sections of the Act, providing for the grant of corporate powers and privileges to such corporations by the Secretary of State, and by paying to the Secretary of State the fee provided by law, to be paid by him into the state treasury. The company shall file along with the application an abstract from the minutes of the corporation, duly certified by the president and secretary of the corporation, which abstract shows that the application for amendment has been authorized by resolution which has been duly adopted by the affirmative vote of the holders of a majority of the shares entitled to vote thereon at a meeting held for the purpose of passing upon the resolution.
  2. Whenever any insurance company incorporated by special Act of the General Assembly which is permitted by its charter to do other than a fire insurance business desires to abandon the same or any part thereof, it may, upon application to the Secretary of State, relinquish and surrender any or all of the powers and privileges granted to it for the conduct of such other business, provided no rights of contract are thereby violated.

(Ga. L. 1893, p. 89, § 1; Civil Code 1895, § 1840; Ga. L. 1902, p. 49, § 1; Civil Code 1910, § 2197; Code 1933, § 22-505; Code 1933, § 22-4306, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 103.)

JUDICIAL DECISIONS

Charter amendment authorizing majority vote.

- A 1970 charter amendment authorizing a railroad company, originally chartered by the General Assembly in 1847, to amend its charter by a vote of the majority of its stockholders, which amendment was approved by all shares present, was valid. Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, § 87.

C.J.S.

- 18 C.J.S., Corporations, § 82 et seq.

ALR.

- Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.

Cases Citing O.C.G.A. § 14-4-100

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Long v. Atlanta & West Point R.R., 253 Ga. 257 (Ga. 1984).

Published | Supreme Court of Georgia | Sep 6, 1984 | 320 S.E.2d 530

...(Chapter 3 relates to nonprofit corporations.) Chapter 4 relates primarily to corporations chartered by the Secretary of State but it contains some provisions relating to corporations, including railroads, created by acts of the General Assembly. E.g., OCGA §§ 14-4-40, 14-4-80, 14-4-81, 14-4-100, 14-4-120....
...ion Code).6 With this goal in *261mind, we look to the provisions of the Business Corporation Code and those relating to Secretary of State chartered corporations to see whether the A & WP may lawfully merge with the Blue Berry Corporation. In OCGA § 14-4-100 we find the following: “Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the cor...
...laws applicable to railroads chartered by the Secretary of State. At the shareholders’ meeting held in 1970, a charter amendment at least adopting the power to make future amendments by majority vote, as contemplated by the last sentence of OCGA § 14-4-100, quoted above, was duly passed by the shareholders.7 As a result, in 1970 A & WP became subject to the provisions of the Code applicable *262to Secretary of State corporations pursuant to OCGA § 14-4-100, supra, and therefore is to be treated as having received its charter from the Secretary of State. Chapter 4 contains a provision allowing mergers of certain Secretary of State corporations and business corporations....
...es the current trading value of this stock. Ga. L. 1892, pp. 37, 50, supra, now appears as part of our railroad laws, OCGA § 46-8-54. Ga. L. 1893, p. 89, supra, became part of the Corporation Code in 1895 (§ 1840) and now appears as part of OCGA § 14-4-100, quoted in footnote 3, below. The accuracy of the statement quoted is not in issue here. The general corporate law, enacted in 1968, Ga. L. 1968, pp. 565, 804, amended in 1969, Ga. L. 1969, pp. 152, 204, now OCGA § 14-4-100, provides: “Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the corporate power...