2025 Code of Georgia
Title 14 - Corporations, Partnerships, and Associations (Chs. 1 — 11)
Chapter 3 - Nonprofit Corporations (Arts. 1 — 17)

Annotations

Notes

Ga. L. 1991, p. 465, effective July 1, 1991, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter consisted of Code Sections 14-3-1 through 14-3-3, 14-3-3.1, 14-3-4 through 14-3-6, 14-3-6.1, 14-3-7 (Article 1); 14-3-20 through 14-3-23 (Article 2); 14-3-40, 14-3-41 (Article 3); 14-3-60, 14-3-61, 14-3-61.1, 14-3-62, 14-3-63 (Article 4); 14-3-80 through 14-3-83 (Article 5); 14-3-100 through 14-3-113.1 (Article 6); 14-3-130 through 14-3-136 (Article 7); 14-3-150 through 14-3-155 (Article 8); 14-3-170 through 14-3-175 (Article 9); 14-3-190, 14-3-191 (Article 10); 14-3-210 through 14-3-230 (Article 11); 14-3-240 through 14-3-248, 14-3-248.1, 14-3-249 through 14-3-260 (Article 12); 14-3-270, 14-3-271 (Article 13); 14-3-290 through 14-3-293 (Article 14); 14-3-310 through 14-3-313 (Article 15); and 14-3-330 through 14-3-332 (Article 16); and was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 1, 54-68, 75, 83; Ga. L. 1970, p. 605, §§ 3, 4; Ga. L. 1972, p. 433, §§ 4, 5; Ga. L. 1975, p. 583, §§ 29-42; Ga. L. 1975, p. 778, § 2; Ga. L. 1976, p. 1102, §§ 21-32; Ga. L. 1976, p. 1576, § 5; Ga. L. 1977, p. 324, §§ 12-16; Ga. L. 1980, p. 603, §§ 5-7; Ga. L. 1980, p. 623, §§ 15-18; Ga. L. 1981, p. 1425, § 1; Ga. L. 1982, p. 3, § 14; Ga. L. 1982, p. 886, §§ 6, 12; Ga. L.1983, p. 3, § 11; Ga. L. 1983, p. 1479, §§ 19-28; Ga. L. 1984, p. 22, § 14; Ga. L. 1987, p. 537, § 6; Ga. L. 1987, p. 849, §§ 4, 5; Ga. L. 1987, p. 1448, §§ 4, 5; Ga. L. 1988, p. 157, § 2; Ga. L. 1988, p. 303, §§ 3, 4; Ga. L. 1989, p. 946, §§ 77-102; Ga. L. 1989, p. 1027, §§ 1-24, 26-30; and Ga. L. 1990, p. 257, §§ 28-31.

Commentary

The comments appearing in this chapter were prepared by the Georgia Bar Nonprofit Law Section Legislative Committee. These comments are included in the Official Code of Georgia Annotated at the request of the Committee. The General Assembly of Georgia did not participate in the drafting or reviewing of these comments. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia, nor do they have the force of statutory law.

NOTE AS TO DRAFTING COMMITTEE

The Georgia Nonprofit Corporation Code was completely recodified by enactment in 2023 of Senate Bill 148, which was based on a draft prepared by the Georgia Bar Nonprofit Law Section Legislative Committee. The Committee was composed of the following individuals:

Robyn M. Miller, Chair and Reporter

Brooks W. Binder, Past Chair of the Nonprofit Law Section (CSG Legal)

Cass Brewer, Past Chair of Nonprofit Law Section (Professor, Georgia State Law)

Katherine Cohen (Of Counsel, Eversheds Sutherland)

Nikola Djuric, Past Chair Fiduciary Law Section (Shareholder, Djuric Spratt),

Julie Fisher (Deputy General Counsel, Georgia Secretary of State)

Brooke Ingoglia (Associate, Bryan Cave Leighton Paisner)

Julie Jacobs (Deputy Attorney General, State of Georgia)

Aaron Lewis (Deputy General Counsel, Habitat for Humanity International)

Robyn M. Miller, Past Chair Nonprofit Law Section (Senior Corporate/Tax Counsel, Pro Bono Partnership of Atlanta)

Jennifer Odom (Wealth Manager, Chastain Wealth Management)

Kristie Piasta (formerly Assistant General Counsel, Children’s Healthcare of Atlanta)

Thomas Richey (Retired Partner, Bryan Cave Leighton Paisner)

Bernadett Rosszer Figueroa (Assistant Attorney General, State of Georgia)

Melinda Simon, Past Chair of Nonprofit Law Section (Associate General Counsel, Emory University)

The following individuals provided special assistance to the Committee:

Senator John F. Kennedy

Representative Rob Leverett

The Notes to 1982 and 1983 Amendments included in the Comments in this chapter were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. The Notes to 1984 and 1986 Amendments were prepared by William E. Eason, Jr., Chairman, and Mitchell M. Purvis, Secretary, of that Committee. The Notes to the 1985 Amendments were prepared by William E. Eason, Jr., Chairman, Mitchell M. Purvis, Secretary, and members William S. Jacobs and Michael J. Egan, III of that Committee. The Notes to 1987 Amendments were prepared by Mitchell M. Purvis, Chairman, and member William S. Jacobs of that Committee. Mitchell M. Purvis, Chairman of that Committee, prepared the Notes to 1988 Amendments.

The comments in Chapter 3 of Title 14 were not amended to reflect 1989 amendments to this chapter. The 1989 amendments largely conformed procedures for nonprofit corporations to those for business corporations. In large part these changes involve changes in cross references to the revised Georgia Business Corporation Code that became effective July 1, 1989. As a result, references to Chapter 2 in the comments may be outdated, and readers should refer to the sections of Chapter 2 contained in the statute, where they differ from the references contained in the comments.

The comments in Chapter 3 of Title 14, reflecting the 1991 amendments to this chapter, were prepared by Patricia T. Morgan, Reporter to the Georgia Nonprofit Corporation Code Revision Committee (the “Committee”), an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. The comments were reviewed by the Committee, which was chaired by George H. Lanier.

The comments in Chapter 3 of Title 14, reflecting the 2023 amendments to this chapter, were prepared by the Georgia Bar Nonprofit Law Section Legislative Committee (“Committee”). The comments were reviewed by the Committee, which was chaired by Robyn M. Miller.

Research References & Practice Aids

Management of funds held by organizations for eleemosynary purposes, § 44-15-1 et seq.

For article, “1975 Amendments to the Georgia Business and Nonprofit Corporation Codes,” see 12 Ga. St. B. J. 81 (1975).

For article, “The Development of Nonprofit Corporation Law and an Agenda for Reform,” see 34 Emory L. J. 617 (1985).

For note on 1999 amendments to Code sections in this chapter, see 16 Ga. St. U. L. Rev. 27 (1999).

6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 18 Am. Jur. 2d, Corporations, § 33 et seq.

7 C. J. S., Associations, §§ 2-5.

Determination of property rights between local church and parent church body: modern view, 52 A. L. R.3d 324.

Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A. L. R.4th 1206.

O. C. G. A. Title 14