2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 3 - Purposes and Powers
§ 14-3-302. Duration and Powers of Corporation

Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or in the case of a corporation existing prior to or on April 1, 1969, an amendment thereto adopted on or after April 1, 1969, provides otherwise. Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:

1. To sue, be sued, complain, and defend in its corporate name;
2. To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;
3. To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;
4. To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;
5. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
6. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any entity;
7. To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
8. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by Code Sections 14-3-860 through 14-3-864;
9. To be a promoter, fiduciary, shareholder, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
10. To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state;
11. To elect or appoint directors, officers, delegates, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
12. To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
13. To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;
14. To impose dues, assessments, admission fees, and transfer fees upon its members;
15. To provide insurance for its benefit on the life or physical or mental ability of any of its directors, officers, or employees or any other person whose death or physical or mental disability might causefinancial loss to the corporation; or, pursuant to any contract obligating the corporation, as part of compensation arrangements, or pursuant to any contract obligating the corporation as guarantor or surety, on the life of the principal obligor, and for these purposes the corporation is deemed to have an insurable interest in such persons;
16. To establish conditions for admission of members, admit members, and issue memberships;
17. To carry on a business; and
18. To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

(Code 1981, §14-3-302, enacted by Ga. L. 1991, p. 465, § 1.)

- Financing unemployment benefits paid to employees of nonprofit organizations, § 34-8-158.

- For note on statutory restrictions upon corporate ownership of real property, see 13 Mercer L. Rev. 410 (1962).

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1933, §§ 2201 and 22-3-108, are included in the annotations for this Code section.

- Failure to operate a nonprofit hospital corporation in accordance with the provisions of its articles of incorporation will subject the corporation to a loss of its charter by involuntary dissolution. Bradfield v. Hospital Auth., 226 Ga. 575, 176 S.E.2d 92 (1970) (decided under former Code 1933, §§ 2201 and22-3-108).

- In a suit challenging a homeowners association's declaration amendment allowing the association to enter into an agreement with a nearby private swim and tennis club, the trial court erred by not granting the association's summary judgment because even without the amendment, the association was authorized, for the common benefit of all homeowners, to accept an easement granting the homeowners access to recreational facilities, and to assess the homeowners their pro rata share of the ongoing cost of the easement. Amberfield Homeowners Ass'n v. Young, 346 Ga. App. 29, 813 S.E.2d 618 (2018).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code Section 14-3-20, are included in the annotations for this Code section.

- A nonprofit corporation may be organized under Georgia law for the purpose of raising funds or acquiring property to donate to an agency or organization of Georgia state government. 1987 Op. Att'y Gen. No. 87-24 (decided under former § 14-3-20).

RESEARCH REFERENCES

Am. Jur. 2d.

- 6 Am. Jur. 2d, Associations and Clubs, §§ 10 et seq. 19 Am. Jur. 2d, Corporations, §§ 1979 et seq., 2022 et seq., 2030 et seq. 66 Am. Jur. 2d, Religious Societies, §§ 43, 44.

- 7 C.J.S., Associations, §§ 33-37. 10 C.J.S., Beneficial Associations, §§ 8 et seq., 21, 26 et seq. 14 C.J.S., Charities, § 95 et seq. 19 C.J.S., Corporations, § 652 et seq. 77 C.J.S., Religious Societies, §§ 79 et seq., 65 et seq.

- Power of corporation to pass title to real property which it holds in excess of its powers, 37 A.L.R. 204; 62 A.L.R. 494.

Responsibility of agricultural society for tort, 52 A.L.R. 1400.

Power of corporation organized for religious, educational, or charitable purpose, to engage in enterprise for profit, 100 A.L.R. 579.

Statutory added liability of stockholders of bank or other corporation as affected by sale of, or other transaction in relation to, assets, 100 A.L.R. 1276.

Construction, application, and effect of statutory provision that directors or corporation may remove officer, agent, or employee at pleasure, 111 A.L.R. 894.

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

Implied power of corporation belonging to one of the three classes, religious, charitable, or educational, to promote, or to accept gifts for, objects which more appropriately pertain to the purposes of those in one of the other classes, 121 A.L.R. 1526.

Power of corporation to enforce a contract made after taking the steps necessary to put its corporate existence beyond collateral attack, as affected by limited amount of capital subscribed or paid in, 128 A.L.R. 874.

Nature of estate created by, and enforceability of, provision in devise or bequest to charitable, religious, or educational corporation as to particular purpose of the corporation for which it shall be used, 130 A.L.R. 1101.

Implied obligation of purchaser of corporate stock to indemnify a vendor against future calls and assessments, 141 A.L.R. 1351.

Insurance on life of officer for benefit of private corporation, 143 A.L.R. 293.

Computation of fund to be provided by private employer for payment of pension or retirement allowance to employees, 153 A.L.R. 818.

Provisions of articles or bylaws of nonprofit corporation or association formed by business competitors whereby the amount of dues of respective members varies according to amount of business done by them, as contrary to public policy, 161 A.L.R. 795.

Power of corporation or its officers with respect to payment of bonus or pension to officers or employees, 164 A.L.R. 1125.

Applicability of statutes regulating sale of assets or property of corporation as affected by purpose or character of corporation, 9 A.L.R.2d 1306.

Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 A.L.R.2d 663.

Leasing of real estate by foreign corporation, as lessor or lessee, as doing business within state within statutes prescribing conditions of right to do business, 59 A.L.R.2d 1131.

Power of president of corporation to commence or to carry on arbitration proceedings, 65 A.L.R.2d 1321.

Failure to issue stock as factor in disregard of corporate entity, 8 A.L.R.3d 1122.

Liability of corporation for contracts of subsidiary, 38 A.L.R.3d 1102.

Charitable contributions by public utility as part of operating expense, 59 A.L.R.3d 941.

Power of corporation to make political contribution or expenditure under state law, 79 A.L.R.3d 491.