Compiler's Note The Journal of the House of Representatives for the regular session of 1991 is bound in two separate volumes. Volume I contains January 14, 1991 through February 27, 1991. Volume II contains February 28, 1991 through March 15, 1991 and the complete index. JOURNAL OF THE HOUSE OF REPRESENTATIVES OF THE STATE OF GEORGIA AT THE REGULAR SESSION Commenced at Atlanta, Monday, January 14, 1991 and adjourned Friday, March 15, 1991 VOLUME II 1991 Atlanta, Ga. THURSDAY, FEBRUARY 28, 1991 1425 Representative Hall, Atlanta, Georgia Thursday, February 28, 1991 The House met pursuant to adjournment at 10:00 o'clock, A.M., this day and was called to order by the Speaker. By unanimous consent, the call of the roll was dispensed with. Prayer was offered by the Reverend Jasper Williams, Jr., Pastor, Salem Baptist Church, Atlanta, Georgia. The members pledged allegiance to the flag. Representative Bargeron of the 108th, Chairman of the Committee on Journals, reported that the Journal of the previous legislative day had been read and found to be correct. By unanimous consent, the reading of the Journal was dispensed with. The Journal was confirmed. By unanimous consent, the following was established as the order of business during the first part of the period of unanimous consents: 1. Introduction of Bills and Resolutions. 2. First reading and reference of House Bills and Resolutions. 3. Second reading of Bills and Resolutions. 4. Reports of Standing Committees. 5. Third reading and passage of Local uncontested Bills. 6. First reading and reference of Senate Bills and Resolutions. By unanimous consent, the following Bills and Resolutions of the House were introduced, read the first time and referred to the committees: HB 914. By Representatives Connell of the 87th, Padgett of the 86th, Cheeks of the 89th and Howard of the 85th: A bill to amend an Act providing for procedures whereby a Judge of the Municipal Court, City of Augusta, Richmond County, and the Civil Court of Richmond County shall be eligible to become a Judge Emeritus of such courts, so as to substantially revise such Act. Referred to the Committee on Retirement. HB 915. By Representatives Dixon of the 151st and Smith of the 152nd: A bill to create the Kingsland Area Convention and Visitors Bureau Authority as a public body corporate and politic, a political subdivision of the state, and a public corporation to have the responsibility of promotion of tourism, trade, and conventions for Kingsland, Georgia. Referred to the Committee on State Planning & Community Affairs - Local. 1426 JOURNAL OF THE HOUSE, HB 916. By Representatives Dixon of the 151st and Smith of the 152nd: A bill to amend an Act incorporating the City of Kingsland, so as to change the corporate limits of such municipality. Referred to the Committee on State Planning & Community Affairs - Local. HB 917. By Representatives Thurmond of the 67th, Stephens of the 68th, Clark of the 13th and Powell of the 13th: A bill to amend an Act establishing a City Court in the County of Clarke, formerly known as the State Court of Clarke County, now known as the State Court of Athens-Clarke County, so as to continue the existing term of the present Judge of said Court. Referred to the Committee on State Planning & Community Affairs - Local. HB 918. By Representatives Ware of the 77th, Dunn of the 73rd, Ricketson of the 82nd and Williams of the 90th: A bill to amend Chapter 1 of Title 10 of the Official Code of Georgia Annotated, relating to selling and other trade practices, so as to regulate the business of renting motor vehicles. Referred to the Committee on Motor Vehicles. HB 919. By Representatives Skipper of the 116th, Walker of the 115th, Smyre of the 92nd, Groover of the 99th, Walker of the 113th and others: A bill to amend Title 6 of the Official Code of Georgia Annotated, relating to aviation, so as to authorize the creation of regional surface and air transportation authorities; to provide for elections to participate by political subdivisions. Referred to the Committee on Transportation. HB 920. By Representatives Purcell of the 129th and Mueller of the 126th: A bill to amend an Act placing the sheriff, deputy sheriff, and clerk of the Superior Court of Bryan County upon an annual salary, so as to change the provisions relative to the compensation of the sheriff. Referred to the Committee on State Planning & Community Affairs - Local. HB 921. By Representatives McKinney of the 35th, Abernathy of the 39th, Brooks of the 34th, Holmes of the 28th, Hightower of the 36th and others: A bill to amend an Act known as the "Metropolitan Atlanta Olympic Games Authority Act," so as to change the membership of the authority. Referred to the Committee on State Planning & Community Affairs. HB 922. By Representative Holland of the 136th: A bill to amend an Act providing a new charter for the City of Warwick, so as to provide that the mayor and members of the city council shall serve for four-year terms. Referred to the Committee on State Planning & Community Affairs - Local. THURSDAY, FEBRUARY 28, 1991 1427 HB 923. By Representatives Purcell of the 129th and Mueller of the 126th: A bill to amend an Act placing the Ordinary, now Probate Court Judge, of Bryan County on an annual salary in lieu of the fee system of compensation, so as to change the amount of compensation of the Ordinary, now Probate Court Judge. Referred to the Committee on State Planning & Community Affairs - Local. HB 924. By Representatives Hammond of the 20th and Atkins of the 21st: A bill to amend Code Section 47-2-334 of the Official Code of Georgia Annotated, relating to service retirement allowances for employees who first or again become members of the Employees' Retirement System of Georgia on or after July 1, 1982, so as to authorize members to receive military service credit for active duty service in the armed forces of the United States during the period of the Vietnam Conflict. Referred to the Committee on Retirement. HB 925. By Representatives Reaves of the 147th, Patten of the 149th, Oliver of the 121st, Carter of the 146th, Royal of the 144th and others: A bill to amend Chapter 1 of Title 34 of the Official Code of Georgia Annotated, relating to general provisions with regard to labor and industrial relations, so as to provide that it shall be unlawful for an employer to discharge an employee for using legal agricultural commodities off the premises of the employer during nonworking hours. Referred to the Committee on Agriculture & Consumer Affairs. HB 926. By Representatives Morsberger of the 62nd, Goodwin of the 63rd, Barnett of the 59th and Breedlove of the 60th: A bill to amend an Act providing a county historian for Gwinnett County, so as to change the provisions relating to the county historian. Referred to the Committee on State Planning & Community Affairs - Local. HB 927. By Representatives Watson of the 114th and Walker of the 113th: A bill to create and establish the Warner Robins Building Authority, a body corporate and politic and an instrumentality of the State of Georgia. Referred to the Committee on State Planning & Community Affairs - Local. HB 928. By Representative Selman of the 32nd: A bill to amend Chapter 9 of Title 10 of the Official Code of Georgia Annotated, the "Geo. L. Smith II Georgia World Congress Center Act," so as to authorize the Geo. L. Smith II Georgia World Congress Center Authority to obtain and use conviction data, under certain conditions, concerning its officers and employees and prospective officers and employees. Referred to the Committee on State Planning & Community Affairs. 1428 JOURNAL OF THE HOUSE, HB 929. By Representative Ricketson of the 82nd: A bill to amend an Act creating a Board of Commissioners of Roads and Revenues for the County of Glascock, so as to delete the requirement of the payment of county obligations by county warrants; to provide that county obligations shall be paid in a manner to be prescribed by the board of commissioners. Referred to the Committee on State Planning & Community Affairs - Local. HB 930. By Representatives Godbee of the 110th and Bargeron of the 108th: A bill to create a public body corporate and politic, and an instrumentality of the County of Burke, to be known as the Burke County Economic Development Authority. Referred to the Committee on State Planning & Community Affairs - Local. HB 931. By Representatives Godbee of the 110th and Bargeron of the 108th: A bill to provide for the creation of one or more community improvement districts in Burke County and in each municipality therein. Referred to the Committee on State Planning & Community Affairs - Local. HB 932. By Representative Felton of the 22nd: A bill to amend an Act creating the Board of Commissioners of Fulton County, so as to provide for a code of ethics for the members of the governing authority of Fulton County; to provide for the creation of an independent Board of Ethics of Fulton County. Referred to the Committee on State Planning & Community Affairs - Local. HB 933. By Representatives Murphy of the 18th and Groover of the 99th: A bill to amend Chapter 20 of Title 45 of the Official Code of Georgia Annotated, relating to personnel administration, so as to repeal Article 5 thereof, relating to random drug testing of employees in high-risk jobs; to repeal Article 6 thereof, relating to drug testing for state employment; to provide for drug testing of safety sensitive and critical personnel. Referred to the Committee on Judiciary. HB 934. By Representatives Oliver of the 121st, Groover of the 99th and Hanner of the 131st: A bill to amend Code Section 21-3-64 of the Official Code of Georgia Annotated, relating to the authority of the General Assembly by local law to change terms of office of municipal officers, so as to provide for such additional authority with respect to the time of commencement of certain terms of municipal office. Referred to the Committee on Governmental Affairs. HR 411. By Representative Townsend of the 24th: A resolution creating the House Study Committee on Local Government Revenue Diversification. Referred to the Committee on Ways & Means. THURSDAY, FEBRUARY 28, 1991 1429 HR 412. By Representative Holland of the 136th: A resolution proclaiming the Turner County Peanut Monument as the official state peanut monument. Referred to the Committee on Agriculture & Consumer Affairs. HR 413. By Representative Holmes of the 28th: A resolution relative to establishment of the Georgia General Assembly's Conference on Teenage Homicides and Suicides; establishing a conference steering committee. Referred to the Committee on Rules. HR 414. By Representatives Morsberger of the 62nd, Porter of the 119th, King of the 72nd, Buckner of the 72nd, Lawrence of the 49th and others: A resolution creating the Desert Storm Monument Commission. Referred to the Committee on Rules. By unanimous consent, the rules were suspended in order that the following Bills of the House could be introduced, read the first time and referred to the committees: HB 935. By Representatives Colwell of the 4th and Twiggs of the 4th: A bill to amend an Act creating the Coosa Water Authority, so as to change the geographic boundaries of the service area of the authority. Referred to the Committee on State Planning & Community Affairs - Local. HB 936. By Representative Hudson of the 117th: A bill to amend Code Section 47-2-96 of the Official Code of Georgia Annotated, relating to prior service and payments required to obtain credit in the Employees' Retirement System of Georgia, so as to provide that certain persons who were employed as day laborers between July 1, 1979, and June 30, 1987, shall be eligible to receive service credit for such service. Referred to the Committee on Retirement. HB 937. By Representatives Birdsong of the 104th, Walker of the 115th, Kilgore of the 42nd, Lee of the 72nd, Chambless of the 133rd and others: A bill to amend Part 6 of Article 1 of Chapter 8 of Title 40 of the Official Code of Georgia Annotated, relating to equipment of school buses, so as to provide that each school bus which is owned by any local school system and which is used to transport kindergarten students shall be equipped with a seat belt or other appropriate restraining device for each kindergarten student transported on such school bus. Referred to the Committee on Motor Vehicles. HB 938. By Representative Jamieson of the llth: A bill to amend Code Section 12-2-1 of the Official Code of Georgia Annotated, relating to the creation of the Department of Natural Resources and the commissioner of natural resources, so as to authorize the selection and designation on or after July 1, 1991, of individual unclassified employees of the department who are paid on an hourly basis, as eligible, on the basis of an assessment of the availability of funds, for certain benefits to which unclassified employees who are paid an annual salary are entitled. Referred to the Committee on Natural Resources & Environment. 1430 JOURNAL OF THE HOUSE, HB 939. By Representatives 0 r of the 9th, Jackson of the 9th and Lawson of the 9th: A bill to amend Code Section 15-6-2 of the Official Code of Georgia Annotated, relating to the number of judges of superior courts, so as to provide for a fourth judge of the superior courts of the Northeastern Judicial Circuit of Georgia. Referred to the Committee on Judiciary. HB 940. By Representatives Colwell of the 4th and Twiggs of the 4th: A bill to amend an Act creating the Notla Water Authority, so as to change the geographic boundaries of the service area of the Authority. Referred to the Committee on State Planning & Community Affairs - Local. HB 941. By Representatives Buck of the 95th, Culbreth of the 97th, Taylor of the 94th, Moultrie of the 93rd, Harris of the 96th and others: A bill to create a board of elections and registration for Muscogee County and to empower the board with the powers and duties of the present board of elections and the board of voter registrars relating to the conduct of elections and primaries and the registration of voters and absentee balloting procedures pursuant to subsection (b) of Code Section 21-2-40 of the Official Code of Georgia Annotated. Referred to the Committee on State Planning & Community Affairs - Local. HB 942. By Representatives Buck of the 95th, Culbreth of the 97th, Taylor of the 94th, Moultrie of the 93rd, Harris of the 96th and others: A bill to amend an Act establishing the State Court of Muscogee County, so as to provide for a full-time chief assistant solicitor; to provide for duties and compensation; to abolish a certain position of assistant solicitor upon certain appointment. Referred to the Committee on State Planning & Community Affairs - Local. HB 943. By Representatives Ricketson of the 82nd, Walker of the 115th, Parrish of the 109th, Parham of the 105th and Green of the 106th: A bill to amend Article 10 of Chapter 5 of Title 48 of the Official Code of Georgia Annotated, relating to ad valorem taxation of motor vehicles and motor homes, so as to provide that no motor vehicle license plate or mobile home location permit shall be issued until all ad valorem taxes due on all real or personal property located within the county in which the return is made have been paid. Referred to the Committee on Motor Vehicles. HB 944. By Representatives Wilder of the 21st and Clark of the 20th (Post 3): A bill to amend Article 2 of Chapter 7 of Title 48 of the Official Code of Georgia Annotated, relating to the imposition, rate, and computation of income tax, so as to provide for a tax credit for certain eligible employers who provide certain health coverage to eligible individuals and their dependents. Referred to the Committee on Ways & Means. THURSDAY, FEBRUARY 28, 1991 1431 HB 945. By Representatives Twiggs of the 4th and Colwell of the 4th: A bill to amend an Act granting a new charter to the City of Young Harris, so as to change the corporate limits of the city. Referred to the Committee on State Planning & Community Affairs - Local. HB 946. By Representative Redding of the 50th: A bill to amend Chapter 12 of Title 50 of the Official Code of Georgia Annotated, relating to commissions and other agencies of state government, so as to provide for Georgia folklife programs. Referred to the Committee on State Planning & Community Affairs. HB 947. By Representatives Murphy of the 18th, Watts of the 41st and Cummings of the 17th: A bill to provide for a supplemental expense allowance for the judges of the superior courts of the Tallapoosa Judicial Circuit; to provide for a supplemental expense allowance for the district attorney of the Tallapoosa Judicial Circuit. Referred to the Committee on State Planning & Community Affairs - Local. HB 948. By Representatives Walker of the 113th and Watson of the 114th: A bill to amend an Act incorporating the City of Centerville, so as to change the corporate limits of said city. Referred to the Committee on State Planning & Community Affairs - Local. HB 949. By Representative Dixon of the 151st: A bill to provide for the composition and election of the members of the Board of Education of Ware County. Referred to the Committee on State Planning & Community Affairs - Local. HB 950. By Representative Thomas of the 69th: A bill to amend Part 1 of Article 2 of Chapter 10 of Title 9 of the Official Code of Georgia Annotated, relating to general provisions concerning civil practice and procedure, so as to provide that the courts of this state may apply the doctrine of forum non conveniens to certain cases based upon acts or omissions originating outside of the Stats of Georgia. Referred to the Committee on Judiciary. By unanimous consent, the following Bills of the House and Senate were read the second time: HB 890 HB 891 HB 892 HB 893 HB 894 HB 895 HB 896 HB 897 HB 898 HB 899 HB 900 HB 901 HB 902 HB 903 HB 904 HB 905 1432 JOURNAL OF THE HOUSE, HB 906 HB 907 HB 908 HB 909 HB 910 HB 911 HB 912 HB 913 SB 45 SB 274 SB 345 SB 348 SB 367 SB 370 SB 373 Representative Childers of the 15th District, Chairman of the Committee on Health & Ecology, submitted the following report: Mr. Speaker: Your Committee on Health & Ecology has had under consideration the following Bill of the Senate and has instructed me to report the same back to the House with the following recommendation: SB 281 Do Pass, by Substitute Respectfully submitted, /a/ Childers of the 15th Chairman Representative Patten of the 149th District, Chairman of the Committee on Natural Resources and Environment, submitted the following report: Mr. Speaker: Your Committee on Natural Resources and Environment has had under consideration the following Bills and Resolution of the House and Senate and has instructed me to report the same back to the House with the following recommendations: HB 814 Do Pass, by Substitute SB 142 Do Pass, by Substitute SR 179 Do Pass Respectfully submitted, M Patten of the 149th Chairman Representative Lee of the 72nd District, Chairman of the Committee on Rules, submitted the following report: Mr. Speaker: Your Committee on Rules has had under consideration the following Resolutions of the House and has instructed me to report the same back to the House with the following recommendations: HR 402 Do Pass HR 381 Do Pass HR 383 Do Pass HR 410 Do Pass Respectfully submitted, /a/ Lee of the 72nd Chairman Representative Lane of the 27th District, Chairman of the Committee on State Planning & Community Affairs, submitted the following report: THURSDAY, FEBRUARY 28, 1991 1433 Mr. Speaker: Your Committee on State Planning & Community Affairs - Local Legislation has had under consideration the following Bills of the House and Senate and has instructed me to report the same back to the House with the following recommendations: HB 800 Do Pass HB 841 Do Pass HB 866 Do Pass HB 867 Do Pass HB 873 Do Pass HB 874 Do Pass HB 876 Do Pass HB 877 Do Pass HB 879 Do Pass HB 882 Do Pass HB 884 Do Pass HB 885 Do Pass HB 887 Do Pass SB 63 Do Pass, by Substitute Respectfully submitted, /s/ Lane of the 27th Chairman The following report of the Committee on Rules was read and adopted: HOUSE RULES CALENDAR THURSDAY, FEBRUARY 28, 1991 Mr. Speaker and Members of the House: The Committee on Rules has fixed the calendar for this 31st Legislative Day as enumerated below: HB 123 Marijuana; Misdemeanor Possession; Driver's License Suspended HB 226 Nonprofit Corporations; Revise Code HB 235 Public Officials; Vacancies in Office; Appointments HB 336 Contractors; Sales Tax on Execution of Subcontracts; Bond HB 396 Stolen Vehicles/License Plates; Report to Ga. Crime Info. Center HB 436 Certain Unclaimed Bonds; Disposition HB 446 Veterinary Medicine; Certain Dental Procedures HB 451 Driver's License; Suspension; Refusing to Submit to Chemical Test HB 474 Occupational Therapists; Licensing; Provisions HB 519 Deprived Child; Foster Care; Periodic Reviews HB 550 Workers' Comp.; Employer's Failure to Pay; Penalty HB 648 Surface Water Violations; Cooperative Effort; Abatement HB 653 Licenses; Certain Trailers; Increase Fees HB 670 Constitution; Proposed Changes; Summary At Polling Places HB 671 Uniform Rules of Rd.; Application to Certain Residential Areas HB 707 Boat Safety Act; Amend Provisions HB 727 QBE; Textbooks; Property of Local Administration HB 731 Detention Facilities; Certain Municipalities; Jailer HB 744 Elem/Sec/Adult Education; Pilot Projects; Decategorize Funds HB 746 Seafood; Certain Violations; Penalties HB 758 Peer Review Groups; Review Organization Redefine HB 769 Insurance; Multiple Employer Self-Insured Health Plans HB 772 Pvt. Detective/Security Business; Licenses; Revise Provisions HB 773 Workers' Comp.; Certain Owner-Operators; Independent Contractors HB 776 Certain Insurance Plans; Administrators; Licensure HB 844 Agricultural Products; Definition & Exception HR 151 Supreme Court Decision; Pen V. Davenport; Urge Congress Override HR 348 Water Resource Conservation Management St. Comm.; Create 1434 JOURNAL OF THE HOUSE, ALL COMPENSATION RESOLUTIONS APPROVED BY APPROPRIATIONS COMMITTEE Bills and Resolutions on this calendar may be called in any order the Speaker desires. Respectfully submitted, /s/ Lee of the 72nd Chairman By unanimous consent, the following Bills of the House and Senate were taken up for consideration and read the third time: HB 800. By Representative Stancil of the 66th: A bill to provide that the school superintendent of the Oconee County School District shall be appointed by the board of education rather than elected. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 841. By Representatives Snow of the 1st, Perry of the 5th and McCoy of the 1st: A bill to create the board of commissioners of Dade County. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 866. By Representative Moultrie of the 93rd: A bill to amend an Act creating a new charter for the City of Hamilton, so as to increase the amount of the fine and the length of the sentence of imprisonment which may be imposed by the mayor's court in certain circumstances. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 867. By Representative Ware of the 77th: A bill to provide a new board of commissioners of Heard County. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. THURSDAY, FEBRUARY 28, 1991 1435 HB 873. By Representatives Brush of the 83rd and Harris of the 84th: A bill to amend an Act providing for the election of members of the board of education of Columbia County, so as to provide that future school superintendents shall be appointed by the board of education. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 874. By Representative Oliver of the 121st: A bill to amend an Act creating a new charter for the City of Glennville, so as to change the provisions relating to the time of election, taking of office, and terms of office of the mayor and councilmembers. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 876. By Representatives Hammond of the 20th, Clark of the 20th (Post 3), Aiken of the 21st, Vaughan of the 20th, Atkins of the 21st and others: A bill to amend an Act creating a system of public schools for the City of Marietta, so as to change the dates on which the city council shall advertise vacancies on the board of education and elect members to fill such vacancies. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 877. By Representatives Clark of the 20th (Post 4), Coker of the 21st, Atkins of the 21st, Klein of the 21st, Clark of the 20th (Post 3) and others: A bill to amend an Act making provisions for the Magistrate Court of Cobb County, so as to provide qualifications for the chief magistrate, full-time magistrates, and part-time magistrates. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 879. By Representative Green of the 106th: A bill to provide for the appointment and terms of the members of the Hospital Authority of Putnam County. 1436 JOURNAL OF THE HOUSE, The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 882. By Representatives Alford of the 57th, Baker of the 51st, Turnquest of the 56th, Oliver of the 53rd, Thomas of the 55th and others: A bill to create the City of DeKalb Study Commission. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 884. By Representative Beatty of the 12th: A bill to provide a new charter for the City of Commerce. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 885. By Representative Branch of the 137th: A bill to amend an Act creating the board of commissioners of Irwin county, so as to authorize the board to enter into such contracts and agreements as the board determines appropriate or necessary for the purpose of the county's owning, leasing, or operating a correctional facility as a private, commercial enterprise to house and care for certain inmates other than county prisoners. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. HB 887. By Representatives Thomas of the 69th, Simpson of the 70th and Jones of the 71st: A bill to amend an Act creating the State Court of Carroll County, so as to change the compensation of the judge of said court. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed. THURSDAY, FEBRUARY 28, 1991 1437 SB 63. By Senator Kidd of the 25th: A bill to amend an Act providing for the appointment of the initial chief magistrate of the Magistrate Court of Hancock County and the election of subsequent chief magistrates, as amended, so as to change the provisions relating to the compensation of the chief magistrate. The following Committee substitute was read and adopted: A BILL To amend an Act providing for the appointment of the initial chief magistrate of the Magistrate Court of Hancock County and the election of subsequent chief magistrates, approved March 14, 1983 (Ga. L. 1983, p. 4006), as amended, so as to change the provisions relating to the compensation of the chief magistrate; to provide for cost-of-living increases in compensation; to provide for longevity increases in compensation; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. An Act providing for the appointment of the initial chief magistrate of the Magistrate Court of Hancock County and the election of subsequent chief magistrates, approved March 14, 1983 (Ga. L. 1983, p. 4006), as amended, is amended by striking in its entirety subsection (a) of Section 4 and inserting in lieu thereof a new subsection (a) to read as follows: "(a) (1) The chief magistrate shall receive an annual salary of $22,000.00 to be paid in equal monthly installments from the funds of Hancock County. (2) Whenever the employees in the classified service of the state merit system receive a cost-of-living increase of a certain percentage or a certain amount, the salary fixed in paragraph (1) of this subsection shall be increased by the same percentage or same amount applicable to such state employees. If the cost-of-living increase received by state employees is in different percentages or different amounts as to certain categories of employees, the salary in paragraph (1) of this subsection shall be increased by a percentage or an amount not to exceed the average percentage or average amount of the general increase in salary granted to the state employees. The Office of Planning and Budget shall calculate the average percentage increase or average amount increase when necessary. The periodic changes in the salary in paragraph (1) of this subsection as authorized by this paragraph shall become effective on the date that the cost-of-living increases received by state employees become effective. (3) The salary provided for in paragraph (1) of this subsection increased by any cost-of-living increases provided for in paragraph (2) of this subsection shall be increased by 5 percent for each four-year term of office served by any chief magistrate, figured at the end of any such period of service." Section 2. All laws and parts of laws in conflict with this Act are repealed. The report of the Committee, which was favorable to the passage of the Bill, by substitute, was agreed to. On the passage of the Bill, by substitute, the ayes were 110, nays 0. The Bill, having received the requisite constitutional majority, was passed, by substitute. Representative Davis of the 45th stated that he would like to be recorded as voting "nay" on all Local Legislation today. The following message was received from the Senate through Mr. McWhorter, the Secretary thereof: 1438 JOURNAL OF THE HOUSE, Mr. Speaker: The Senate has passed by the requisite constitutional majority the following Bills of the Senate and House: SB 301. By Senators Steinberg of the 42nd, Walker of the 43rd, Tysinger of the 41st and others: A bill to amend Code Section 15-6-2 of the Official Code of Georgia Annotated, relating to numbers of judges of superior courts, so as to provide for a tenth judge of the superior courts of the Stone Mountain Judicial Circuit of Georgia; to provide for the appointment of the first such additional judge by the Governor; to provide for the election of successors to the judge initially appointed. SB 322. By Senator Kidd of the 25th: A bill to amend Article 2 of Chapter 16 of Title 45 of the Official Code of Georgia Annotated, known as the "Georgia Death Investigation Act," so as to redefine "autopsy" and "limited dissection"; to provide that tissues may be retained for additional studies; to provide that the county medical examiner shall be notified when any person dies after having been admitted to a hospital in an unconscious state and without regaining consciousness. SB 325. By Senator Turner of the 8th: A bill to amend Article 1 of Chapter 12 of Title 51 of the Official Code of Georgia Annotated, relating to general provisions regarding damages, so as to provide conditions under which a claimant shall not be entitled to receive interest on sums claimed as unliquidated damages; to revise the rate of interest applicable to sums claimed as unliquidated damages; to provide for an effective date and for applicability. HB 271. By Representative Pettit of the 19th: A bill to amend Article 3 of Chapter 7 of Title 16 of the Official Code of Georgia Annotated, relating to arson and explosives, so as to change the provisions relating to criminal possession of an incendiary; to provide for the offense of criminal possession of an explosive device. HB 323. By Representatives Floyd of the 154th, Smith of the 156th, Purcell of the 129th, Hamilton of the 124th, Dixon of the 151st and others: A bill to amend Title 27 of the Official Code of Georgia Annotated, relating to game and fish, so as to provide for the comprehensive regulation of shellfish. HB 403. By Representative Thomas of the 69th: A bill to amend Article 3 of Chapter 2 of Title 20 of the Official Code of Georgia Annotated, relating to local boards of education, so as to provide that the annual advertisement of the date of the monthly board meeting may be published in a newspaper having a general circulation in the county at least equal to that of the legal organ of the county. THURSDAY, FEBRUARY 28, 1991 1439 SB 349. By Senators Newbill of the 56th, Ragan of the 32nd and Thompson of the 33rd: A bill to provide for the determination of the millage rate by the governing authorities of Cobb County, any municipality wholly or partially located in Cobb County, and the school systems of Cobb County and any municipalities wholly or partially located in Cobb County; to provide for definitions; to provide for certification of taxable values and millage rates by the tax commissioner of Cobb County; to provide for the adoption of millage rate resolutions and ordinances; to provide procedures for the adoption of a millage rate; to provide for the publication of notices; to provide for the form of notices; to provide the procedure for adopting the ordinance or resolution. SB 366. By Senator Thompson of the 33rd: A bill to amend an Act creating the Cobb-Marietta Coliseum and Exhibit Hall Authority, as amended, so as to change the provisions regarding the appointment of members of the authority; to provide for terms of office; to provide for the filling of vacancies. HB 326. By Representatives Dobbs of the 74th and Stancil of the 66th: A bill to amend an Act to provide additional powers, duties, rights, obligations, and responsibilities for the Newton County Industrial Development Authority, so as to provide for additional authority with respect to the issuance of revenue bonds. HB 327. By Representatives Dobbs of the 74th and Stancil of the 66th: A bill to amend an Act providing for a new board of education of Newton County, as amended, so as to change the provisions relative to the compensation of the members and the chairman of the board. HB 802. By Representatives Stancil of the 8th, Pinholster of the 8th and Barnett of the 10th: A bill to amend an Act incorporating the City of Canton, so as to change the provisions relating to the time of election, taking of office, and terms of office of the mayor and councilmen. HB 803. By Representatives Stancil of the 8th, Pinholster of the 8th and Barnett of the 10th: A bill to create a board of elections and registration for Cherokee County and provide for its powers and duties. HB 805. By Representatives Atkins of the 21st, Vaughan of the 20th, Clark of the 20th (Post 3), Clark of the 20th (Post 4), Klein of the 21st and others: A bill to create the Cobb County Commission for Operation Desert Storm Family Assistance. HB 809. By Representative Coleman of the 118th: A bill to amend an Act providing a new charter for the City of Eastman, so as to extend and increase the corporate limits of the City of Eastman. 1440 JOURNAL OF THE HOUSE, HB 810. By Representatives Snow of the 1st, McCoy of the 1st and Perry of the 5th: A bill to amend an Act creating the Dade County Water and Sewer Authority, so as to change the provisions relating to members of the authority and the appointment and manner of filling vacancies relative thereto. HB 813. By Representative Perry of the 5th: A bill to amend an Act creating the State Court of Chattooga County, so as to change the provisions relating to the compensation of the judge and the solicitor of said court. The Senate has passed, by substitute, by the requisite constiutional majority the following Bills of the House: HB 129. By Representatives Dobbs of the 74th, Lane of the lllth, Byrd of the 153rd, Bates of the 141st and Barfoot of the 120th: A bill to amend Code Section 17-6-1 of the Official Code of Georgia Annotated, relating to where offenses are bailable and procedures in connection therewith, so as to provide for a period of detention for a person charged with driving under the influence of alcohol or drugs. HB 210. By Representative Pettit of the 19th: A bill to amend Code Section 50-25-6 of the Official Code of Georgia Annotated, relating to sales of files of public information by the GeorgiaNet Authority, so as to provide that the authority shall be authorized to receive data in electronic format from the public for the purpose of transmitting such data to the various departments, agencies, and institutions of the state. HB 223. By Representatives Campbell of the 23rd, Williams of the 90th, Hammond of the 20th, Stephens of the 68th, Hightower of the 36th and others: A bill to amend Code Section 44-14-361.1 of the Official Code of Georgia Annotated, relating to how materialmen's and mechanics' liens are declared and created, so as to provide that a party claiming a lien shall file a notice with the clerk of the superior court of the county wherein the subject lien was filed within 14 days after the filing of such action. HB 771. By Representatives Chambless of the 133rd, Cummings of the 134th, White of the 132nd and Balkcom of the 140th: A bill to amend an Act placing certain county officers of Dougherty County upon an annual salary, so as to change the provisions relating to the salary of the judge of the probate court. The Senate has passed, as amended, by the requisite constitutional majority the following Bill of the House: HB 245. By Representatives Jackson of the 9th, Parham of the 105th, Harris of the 84th and Barnett of the 10th: A bill to amend Title 40 of the Official Code of Georgia Annotated, relating to motor vehicles and traffic, so as to comprehensively revise, reorganize, modernize, consolidate, and clarify the laws relative to registration and licensing and certificates of title for motor vehicles, drivers' licenses, equipment and inspection of motor vehicles, reporting of accidents, prosecution of traffic offenses, and the use of radar speed detection devices. THURSDAY, FEBRUARY 28, 1991 1441 The Senate has adopted by the requisite constitutional majority the following Resolutions of the Senate: SR 200. By Senators Dawkins of the 45th, Taylor of the 12th and Robinson of the 16th: A resolution proposing an amendment to the Constitution so as to provide that the director of the Office of Planning and Budget shall be a member of the Georgia State Financing and Investment Commission; to provide for the submission of this amendment for ratification or rejection. SR 205. By Senators Foster of the 50th, Ragan of the 10th, Deal of the 49th and others: A resolution creating the special Study Commission on Postsecondary Technical and Adult Education Finance. The Senate has adopted, by substitute, by the requisite constitutional majority the following Resolution of the House: HR 19. By Representatives Smith of the 156th, Green of the 106th, Dixon of the 128th, Oliver of the 121st, Purcell of the 129th and others: A resolution relating to wetlands. The Senate has agreed to the House substitute to the following Bill of the Senate: SB 43. By Senator Egan of the 40th: A bill to provide for the determination of the millage rate by the governing authorities of Fulton County, the City of Atlanta, any municipality wholly or partially located in Fulton County, the school systems of Fulton County, the City of Atlanta, and any other municipalities wholly or partially located in Fulton County, and any special tax district in Fulton County. The Senate has passed by the requisite constitutional majority the following Bill of the Senate: SB 386. By Senators Scott of the 36th, Newbill of the 56th, Shumake of the 39th and others: A bill to provide that the Board of Commissioners of Fulton County and the Council of the City of Atlanta shall site no new solid waste disposal facility, including a sewage sludge incinerator, until they enact local solid waste disposal plans; to provide an effective date. By unanimous consent, the following Bills and Resolutions of the Senate were read the first time and referred to the committees: SB 301. By Senators Steinberg of the 42nd, Walker of the 43rd, Tysinger of the 41st and others: A bill to amend Code Section 15-6-2 of the Official Code of Georgia Annotated, relating to numbers of judges of superior courts, so as to provide for a tenth judge of the superior courts of the Stone Mountain Judicial Circuit of Georgia; to provide for the appointment of the first such additional judge by the Governor; to provide for the election of successors to the judge initially appointed. Referred to the Committee on Judiciary. 1442 JOURNAL OF THE HOUSE, SB 322. By Senator Kidd of the 25th: A bill to amend Article 2 of Chapter 16 of Title 45 of the Official Code of Georgia Annotated, known as the "Georgia Death Investigation Act," so as to redefine "autopsy" and "limited dissection"; to provide that tissues may be retained for additional studies; to provide that the county medical examiner shall be notified when any person dies after having been admitted to a hospital in an unconscious state and without regaining consciousness. Referred to the Committee on Judiciary. SB 325. By Senator Turner of the 8th: A bill to amend Article 1 of Chapter 12 of Title 51 of the Official Code of Georgia Annotated, relating to general provisions regarding damages, so as to provide conditions under which a claimant shall not be entitled to receive interest on sums claimed as unliquidated damages; to revise the rate of interest applicable to sums claimed as unliquidated damages; to provide for an effective date and for applicability. Referred to the Committee on Judiciary. SB 349. By Senators Newbill of the 56th, Ragan of the 32nd and Thompson of the 33rd: A bill to provide for the determination of the millage rate by the governing authorities of Cobb County, any municipality wholly or partially located in Cobb County, and the school systems of Cobb County and any municipalities wholly or partially located in Cobb County; to provide for definitions; to provide for certification of taxable values and millage rates by the tax commissioner of Cobb County; to provide for the adoption of millage rate resolutions and ordinances; to provide procedures for the adoption of a millage rate; to provide for the publication of notices; to provide for the form of notices; to provide the procedure for adopting the ordinance or resolution. Referred to the Committee on State Planning & Community Affairs - Local. SB 366. By Senator Thompson of the 33rd: A bill to amend an Act creating the Cobb-Marietta Coliseum and Exhibit Hall Authority, as amended, so as to change the provisions regarding the appointment of members of the authority; to provide for terms of office; to provide for the filling of vacancies. Referred to the Committee on State Planning & Community Affairs - Local. SB 386. By Senators Scott of the 36th, Newbill of the 56th, Shumake of the 39th and others: A bill to provide that the Board of Commissioners of Fulton County and the Council of the City of Atlanta shall site no new solid waste disposal facility, including a sewage sludge incincerator, until they enact local solid waste disposal plans; to provide an effective date. Referred to the Committee on State Planning & Community Affairs - Local. THURSDAY, FEBRUARY 28, 1991 1443 SR 200. By Senators Dawkins of the 45th, Taylor of the 12th and Robinson of the 16th: A resolution proposing an amendment to the Constitution so as to provide that the director of the Office of Planning and Budget shall be a member of the Georgia State Financing and Investment Commission; to provide for the submission of this amendment for ratification or rejection. Referred to the Committee on Appropriations. SR 205. By Senators Foster of the 50th, Ragan of the 10th, Deal of the 49th and others: A resolution creating the special Study Commission on Postsecondary Technical and Adult Education Finance. Referred to the Committee on Rules. Under the general order of business, established by the Committee on Rules, the following Bills and Resolution of the House were taken up for consideration and read the third time: HR 348. By Representatives Patten of the 149th, Breedlove of the 60th and Barfoot of the 120th: A resolution creating the Water Resource Conservation Management Study Committee. The following amendment was read and adopted: Representative Pinkston of the 100th moves to amend HR 348 as follows: Change the figure 20 on page 2 line 27 to 10. The report of the Committee, which was favorable to the adoption of the Resolution, was agreed to, as amended. On the adoption of the Resolution, as amended, the ayes were 111, nays 2. The Resolution, having received the requisite constitutional majority, was adopted, as amended. HB 844. By Representatives Reaves of the 147th, Oliver of the 121st, Purcell of the 129th, Balkcom of the 140th and Branch of the 137th: A bill to amend Article 1 of Chapter 9 of Title 2 of the Official Code of Georgia Annotated, relating to dealers in agricultural products, so as to change the definition of agricultural products. The following amendment was read and adopted: The Committee on Agriculture & Consumer Affairs moves to amend HB 844 by inserting on line 4 of page 1 between the word and symbol "products;" and the word "to" the following: "to provide who shall be required to post bond;". By inserting between lines 16 and 17 of page 1 the following: 1444 JOURNAL OF THE HOUSE, "Section 2. Said article is further amended by striking Code Section 2-9-5, relating to bond required of dealers in agricultural products, in its entirety and inserting in lieu thereof the following: '2-9-5. Before any license is issued the applicant shall make and deliver to the Commissioner a surety bond executed by a surety corporation authorized to transact business in this state. The bond shall be in the amount of at least $1,000.00 or in such greater amount as the Commissioner may determine, not exceeding an amount equal to the maximum amount of business done or estimated to be done in any month by the applicant. Such bond shall be upon a form prescribed or approved by the Commissioner and shall be conditioned to secure the faithful accounting for and payment to producers or their agents or representatives of the proceeds of all agricultural products handled or sold by such dealer. However, in lieu of a surety bond, the Commissioner may accept a cash bond, which shall in all respects be subject to the same claims and actions as would exist against a surety bond. For the purpose of the purchase of dairy products, the above-referenced bond shall be required of any person, firm, or corporation who shall engage in the business of purchasing dairy products from producers or cooperative associations for the purpose of manufacturing, pasteurizing, or distributing dairy products.'" By renumbering current Sections 2 and 3 as Sections 3 and 4, respectively. The report of the Committee, which was favorable to the passage of the Bill, as amended, was agreed to. On the passage of the Bill, as amended, the ayes were 113, nays 0. The Bill, having received the requisite constitutional majority, was passed, as amended. HB 731. By Representatives Royal of the 144th, Greene of the 130th, Skipper of the 116th and Harris of the 84th: A bill to amend Code Section 42-4-31 of the Official Code of Georgia Annotated, relating to safety measures required of persons in charge of certain detention facilities, so as to provide that certain municipal detention facilities shall be authorized to utilize a full-time dispatcher as a full-time jailer under certain conditions. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 104, nays 1. The Bill, having received the requisite constitutional majority, was passed. The following Resolution of the House, favorably reported by the Committee on Rules, was read and adopted: HR 410. By Representatives Pinkston of the 100th, Groover of the 99th, Elliott of the 103rd, Lucas of the 102nd, Birdsong of the 104th and others: A resolution commending the Honorable Lee Robinson, Mr. Vernon Colbert, Mr. Gene Basinski, Mr. Larry Brown, Ms. Carolyn Crayton, Ms. Christine Harmon, and Mr. Jim Marshall and inviting them to appear before the House of Representatives. Under the general order of business, established by the Committee on Rules, the following Bills of the House were taken up for consideration and read the third time: THURSDAY, FEBRUARY 28, 1991 1445 HB 653. By Representatives Harris of the 84th, Parham of the 105th and Barnett of the 10th: A bill to amend Code Section 48-10-2 of the Official Code of Georgia Annotated, relating to annual license fees for the operation of vehicles, so as to change the annual license fees applicable to certain house trailers, auto trailers, and boat trailers. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 92, nays 4. The Bill, having received the requisite constitutional majority, was passed. HB 727. By Representatives Cheeks of the 89th, Murphy of the 18th, Watson of the 114th, Watts of the 41st, Edwards of the 112th and others: A bill to amend Article 19 of Chapter 2 of Title 20 of the Official Code of Georgia Annotated, relating to textbooks, so as to provide that all textbooks purchased with state funds shall remain the property of each local unit of administration to establish policies for the proper care and protection of its textbooks and provide sanctions against a pupil who fails or refuses to pay for a lost or damaged textbook as a condition to receiving all or part of the state contributed Quality Basic Education Program funds allotted to the local unit. The following substitute, offered by Representative Cheeks of the 89th, was read: A BILL To amend Article 19 of Chapter 2 of Title 20 of the Official Code of Georgia Annotated, relating to textbooks, so as to provide that all textbooks and library books purchased with state funds shall remain the property of each local unit of administration purchasing them and to require each local unit of administration to establish policies for the proper care and protection of its textbooks and library books and provide sanctions against a pupil who fails or refuses to pay for a lost or damaged textbook or library book as a condition to receiving all or part of the state contributed Quality Basic Education Program funds allotted to the local unit; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Article 19 of Chapter 2 of Title 20 of the Official Code of Georgia Annotated, relating to textbooks, is amended by striking Code Section 20-2-1013 and inserting in lieu thereof a new Code Section 20-2-1013 to read as follows: "20-2-1013. la) The State Board of Education is authorized and directed to inaugurate and administer a system of free textbooks for the public schools of this state. The state board shall have authority to promulgate and enforce such rules and regulations as may be necessary for that purpose. (b) All textbooks and library books purchased by local units of administration with state Quality Basic Education Program funds shall remain the property of the local unit purchasing them. Each local unit of administration shall establish such policies as it deems necessary for the care and protection of its textbooks and library books as a condition to receiving all or part of the state contributed Quality Basic Education Program funds allotted to the local unit. Such policies may include any of the following sanctions against a pupil who fails or refuses to pay for a lost or damaged textbook or library book at the replacement cost: (1) Refusal to issue any additional textbooks and library books until restitution is made; 1446 JOURNAL OF THE HOUSE, (2) Withholding of all grade cards, diplomas, certificates of progress, or transcripts until restitution is made; (3) Not allowing the pupil to take interim or final examinations or to earn course credit in the course for which the textbook is prescribed until restitution is made; or (4) Reducing the pupil's grade in the course for which the textbook is prescribed by one letter grade or 10 percentage points until restitution is made. No local unit of administration shall require any pupil or parent to purchase any textbook or library book except in cases where the pupil damages, loses, or defaces a textbook or library book either through willful intent or neglect." Section 2. All laws and parts of laws in conflict with this Act are repealed. The following amendment was read and adopted: Representatives Cheeks of the 89th and Connell of the 87th move to amend the Floor substitute to HB 727 as follows: Delete on page 2 lines 20 thru 23. The Floor substitute, as amended, was adopted. The report of the Committee, which was favorable to the passage of the Bill, was agreed to, by substitute, as amended. On the passage of the Bill, by substitute, as amended, the ayes were 111, nays 1. The Bill, having received the requisite constitutional majority, was passed, by substitute, as amended. HB 396. By Representatives Harris of the 84th, Barnett of the 10th and Parham of the 105th: A bill to amend Code Section 35-1-4 of the Official Code of Georgia Annotated, relating to requirements for reporting stolen vehicles and license plates, so as to change certain reporting requirements. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the roll call was ordered and the vote was as follows: Y Abernathy Y Adams Aiken Y Alford Y Atkins Y Baker Y Balkcom Y Barfoot Y Bargeron Y Barnett,B Y Barnett,M Y Bates Y Beatty Y Benefield Y Birdsong Blitch Y Bordeaux Y Bostick Y Branch Y Breedlove Y Brooks Y Brown Y Brush YBuck Y Buckner YByrd Y Campbell Canty Y Carrell Y Carter Y Chafm Y Chambless Cheeks Y Childers Clark,E Clark,H Clark.L Y Coker Y Coleman Y Colwell Y Connell Y Culbreth Y Cummings.B Cummings.M Y Davis.G Y Davis.M Dkon,H Y Din,S Y Dobbs Y Dover YDunn Y Edwards Y Elliott Y Felton Fennel Y Floyd,J.M Y Floyd,J.W Flynt Y Godbee Y Golden Y Goodwin Y Green Greene Y Griffin Y Groover Y Hamilton Y Hammond Manner Y Harris,B Y Harris,J Heard Y Henson Y Herbert Y Hightower Y Holland Y Holmes Y Howard Y Hudson Ylrwin Y Jackson Y Jamieson Y Jenkins Y Jones Y Kilgore YKing Y Kingston Y Klein YLadd Y Lane,D Y Lane,R Y Langford Lawrence Y Lawson YLee Long Lord Lucas Lupton YMann Martin YMcCoy Y McKelvey McKinney,B Y McKinney.C Y Meadows Y Merritt Milam Y Mills Y Mobley Y Moody THURSDAY, FEBRUARY 28, 1991 1447 Y Moreberger Y Moultrie Y Mueller Y Oliver.C Y Oliver.M YOrr Y Orrock Padgett YParham Y Parrish Y Patten Y Pelote Y Perry Y Pettit Y Pinholster Pinkston YPoag Y Porter Y Poston Y Powell,A Y Powell,C Y Purcell Randall YRay Reaves Y Redding Y Ricketson Y Royal Y Selman Y Sherrill Y Simpson Sinkfield Y Skipper Y Smith,L Y Smith,P Smith.T Y Smith,W YSmyre Snow Y Stancil.F Y Stancil.S Stanley Y Stephens Y Streat Y Taylor Y Teper Y Thomas.C Y Thomas.M Y Thomas.N Y Thurmond Y Titus Y Tolbert Townsend Turnquest Y Twiggs Y Valenti Y Vaughan Walker,J Walker.L Y Wall Ware Y Watson Y Watts Y White Wilder Y Williams,B Y Williams,J Y Williams.R Y Yeargin Murphy.Spkr On the passage of the Bill, the ayes were 143, nays 0. The Bill, having received the requisite constitutional majority, was passed. Representatives Clark of the 20th (Post 4), Padgett of the 86th, Snow of the 1st and Wilder of the 21st stated that they had been called from the floor of the House during the preceding roll call. They wished to be recorded as voting "aye" thereon. HB 772. By Representative Herbert of the 76th: A bill to amend Chapter 38 of Title 43 of the Official Code of Georgia Annotated, relating to operators of private detective and private security businesses, so as to revise provisions for the issuance of licenses generally; to revise qualifications for a license. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 110, nays 3. The Bill, having received the requisite constitutional majority, was passed. HB 746. By Representative Floyd of the 154th: A bill to amend Part 1 of Article 4 of Chapter 4 of Title 27 of the Official Code of Georgia Annotated, relating to general provisions applicable to seafood, so as to change the penalty for violation of certain provisions. The following Committee substitute was read and adopted: A BILL To amend Chapter 4 of Title 27 of the Official Code of Georgia Annotated, relating to fish, so as to repeal certain provisions relating to commercial fishing licenses; to define a certain term; to change the penalty for violation of certain provisions relating to unlawful shrimping; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Chapter 4 of Title 27 of the Official Code of Georgia Annotated, relating to fish, is amended by striking in its entirety Code Section 27-4-110, relating to the requirement for a commercial fishing license, and inserting in lieu thereof a new Code Section 27-4-110 to read as follows: "27-4-110. {a} It shall be unlawful for any person to engage in commercial fishing in any of the salt waters of this state without first obtaining a commercial fishing license. Such license shall be separate and distinct from and in addition to the commercial fishing boat license required by Code Section 27-2-8. 1448 JOURNAL OF THE HOUSE, \OT wnen ft person Ht ciiftFge Or tfic opeFftiion of ft comtnepcifli tisnin^ Doflt) wnetrier license &n(x ts on OO&FQ *iie con)meret&x tisniti^ DOftif inen flny person ossisim^ in coni~ under ine supervision of sucn licensee* person neeu not n&ve ~& commer to flutnorize flny person to en^fl^e m commercis.1 iistiin^ tn flny "Of xne 9flit of tins stflte ftt finy time wnen ine conimercifii iistiing license of tne person n&s been revoked or suspended." Section 2. Said chapter is further amended by striking in its entirety subsections (b) and (c) of Code Section 27-4-134, relating to the requirement of a forfeiture bond or affidavit upon application for a commercial fishing boat license where the boat is to be used for fishing with power-drawn nets, and inserting in lieu thereof a new subsections (b) and (c) to read as follows: "(b) The term of the bond provided for in paragraphs (1) and (2) of subsection (a) of this Code section shall be for one year and shall correspond to the period of the license. When such a bond has been filed, Code Section 27-4-137 shall not apply to the boat covered by the bond. The commissioner shall have the right to recover on the bond for the breach of its conditions whenever said boat is used in violation of Code Section 27-4-133 or any rule or regulation promulgated pursuant thereto, either with or without the knowledge, consent, or acquiescence of the owner of the boat. The recovery shall be: (1) For the first violation, $600.00 $1,000.00; and (2) For the second violation within a two -year period ef time ef any prier violation, $1,000.00; For each subsequent violation within the period of any license, $4,000.00. \o) f or *nc tniFd vioiu11on wrtnin ft two~ye&r period of time of flny prior viol&tion^ 44) F-er ati subsequent violations within a two-year period ef time f taty prior violation ffifi 000 00 (c) Every breach or violation shall carry over to all succeeding bonds filed under this Code section. The aggregate liability shall not exceed the amount of the bond. However, in the event that the total amount of any bond is forfeited, the commercial fishing boat license shall be suspended until a new bond in the amount of $10,000.00 is filed covering the remainder of the period of the license. Until the new bond is filed, any commercial use of the boat shall be unlawful; and the owner shall be guilty of a misdemeanor of a high and aggravated nature. Nothing in this subsection shall be construed so as to alter or affect the seizure and condemnation, under Code Section 27-4-137, of any boat not covered by the bonds provided for in paragraphs (1) and (2) of subsection (a) of this Code section." Section 3. Said chapter is further amended by striking in its entirety subsection (a) of Code Section 27-4-138, relating to penalties for offenses pertaining to the operation of commercial fishing boats engaged in illegal fishing with power-drawn nets, and inserting in lieu thereof a new subsection (a) to read as follows: "(a) (1) As used in this Code section, the term 'fishing day' means any day in any period during which the waters of this state are open to commercial shrimping pursuant to Code Section 27-4-133 and any administrative order of the commissioner. (2) Any person in command ef on board any commercial fishing boat who violates or causes to be violated the provisions of Code Section 27-4-133 L which violation occurs not more than one-fourth mile within any waters which are closed at the time of the violation, shall be guilty of a misdemeanor of a high and aggravated nature and shall be punished as such, subject to minimum punishment as follows: (A) For the first offense, the person shall be fined not less than $1,000.00 $500.00 ad given a mandatory suspension from ay commercial fishing for 60 fishing d&ysj (B) For the second offense, the person shall be fined not less than $2,600.00 $1,500.00 and given a mandatory suspension from any commercial fishing for 4S6 ten fishing days; and THURSDAY, FEBRUARY 28, 1991 1449 [O For the third or any subsequent offense, the person shall be fined not less than $5,000.00 and given a mandatory suspension from any commercial fishing for one yea* 60 fishing days. (3) Any person in command of any commercial fishing boat who violates or causes to be violated the provisions of Code Section 27-4-133, which violation ccurs onefourth mile or more within any waters which are closed at the time of the violation, shall be guilty of a misdemeanor of a high and aggravated nature and shall be punished as such, subject to minimum punishment as follows: (A) For the first offense, the person shall be fined not less than $5,000.00 and given a mandatory suspension from any commercial fishing for 60 fishing days; (B) For the second offense, the person shall be fined not less than $10,000.00 and given a mandatory suspension from any commercial fishing for 120 fishing days; and (C) For the third or any subsequent offense, the person shall be fined not less than $10,000.00 and given a mandatory suspension from any commercial fishing for one year. {2} (4) Any person who violates a mandatory suspension provided for in paragraph paragraphs ft) (2) and (3) of this subsection shall, upon a proper showing, be subject to imprisonment for a period not to exceed 12 months." Section 4. All laws and parts of laws in conflict with this Act are repealed. The report of the Committee, which was favorable to the passage of the Bill, by substitute, was agreed to. On the passage of the Bill, by substitute, the roll call was ordered and the vote was as follows: Y Abernathy Y Adams Y Aiken Y Alford Y Atkins Baker Y Baikcom Barfoot Y Bargeron Y Barnett.B Y Harriett,M Bates Y Beatty Y Benefield Birdsong Y Blitch Y Bordeaux Y Bostick Y Branch Y Breedlove Brooks Y Brown Y Brush YBuck Y Buckner Byrd Y Campbell Canty Y Carrell Y Carter Y Chafin Y Chambless Cheeks Y Childers Clark.E Clark.H Clark.L Y Coker Y Coleman Y Colwell Y Connell Y Culbreth Y Cummings,B Cummings.M Y Davis.G Y Davis.M Y Dixon.H Y Dixon.S Y Dobbs Dover Dunn Y Edwards Y Elliott Y Felton Y Fennel Y Floyd,J.M Y Floyd,J.W Flynt Godbee Golden Y Goodwin Y Green Y Greene Y Griffin Y Groover Y Hamilton Hammond Manner Y Harris,B Y Harris,J Heard Y Henson Y Herbert Y Hightower Y Holland Y Holmes Y Howard Y Hudson Y Irwin Y Jackson Y Jamieson Y Jenkins Y Jones Y Kilgore YKing Y Kingston Y Klein YLadd Y Lane.D Y Lane,R Y Langford Y Lawrence Y Lawson YLee Long Lord Lucas Lupton YMann Y Martin Y McCoy Y McKelvey McKinney.B Y McKinney.C Y Meadows Y Merritt Milam Y Mills Y Mobley Y Moody Y Morsberger Y Moultrie Y Mueller Y Oliver.C Y Oliver.M YOrr Y Orrock Padgett Y Parham Y Parrish Y Patten Y Pelote Y Perry Y Pettit Y Pinholster Pinkston YPoag Y Porter Y Poston Powell,A Y Powell.C Y Purcell Y Randall YRay Reaves Redding Y Ricketson Y Royal Y Selman Y Sherrill Y Simpson Sinkfield Y Skipper Y Smith.L Y Smith,P Smith.T Y Smith.W Y Smyre YSnow Y Stancil.F Y Stancil.S Stanley Y Stephens Y Streat Y Taylor Y Teper Y Thomas.C Thomas.M Thomas.N Y Thurmond Y Titus Tolbert Townsend Turnquest Y Twiggs Y Valenti Vaughan Walker,J Y Walker.L Y Wall Y Ware Y Watson Y Watts Y White Wilder Y Williams.B Y Williams,J Y Williams,R Y Yeargin Murphy.Spkr On the passage of the Bill, by substitute, the ayes were 137, nays 0. 1450 JOURNAL OF THE HOUSE, The Bill, having received the requisite constitutional majority, was passed, by substitute. Representatives Clark of the 20th (Post 4), Hammond of the 20th, Padgett of the 86th and Wilder of the 21st stated that they had been called from the floor of the House during the preceding roll call. They would like to be recorded as voting "aye" thereon. HB 451. By Representative Wall of the 61st: A bill to amend Code Section 40-5-55 of the Official Code of Georgia Annotated, relating to implied consent to chemical tests and the suspension of a person's driver's license for the refusal to submit to a chemical test, so as to provide a definition. The following Committee substitute was read and adopted: A BILL To amend Code Section 40-5-55 of the Official Code of Georgia Annotated, relating to implied consent to chemical tests and the suspension of a person's driver's license for the refusal to submit to a chemical test, so as to provide a definition; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Code Section 40-5-55 of the Official Code of Georgia Annotated, relating to implied consent to chemical tests and the suspension of a person's driver's license for the refusal to submit to a chemical test, is amended by adding a new subsection, to be designated subsection (g), to read as follows: "(g) As used in this Code section, the term 'traffic accident which resulted in serious injuries or fatalities' means any motor vehicle accident in which a person was killed or in which one or more persons were transported in an authorized emergency vehicle, as defined in paragraph (5) of Code Section 40-1-1, from the scene of the accident to a hospital." Section 2. All laws and parts of laws in conflict with this Act are repealed. The report of the Committee, which was favorable to the passage of the Bill, by substitute, was agreed to. On the passage of the Bill, by substitute, the ayes were 103, nays 1. The Bill, having received the requisite constitutional majority, was passed, by substitute. Representative McKinney of the 35th gave notice that at the proper time he would move that the House reconsider its action in giving the requisite constitutional majority to HB 451. HB 773. By Representative Bostick of the 138th: A bill to amend Code Section 34-9-1 of the Official Code of Georgia Annotated, relating to definitions applicable to workers' compensation, so as to provide that certain owner-operators of equipment shall be deemed to be independent contractors. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. THURSDAY, FEBRUARY 28, 1991 1451 On the passage of the Bill, the roll call was ordered and the vote was as follows: Y Abernathy Y Adams Y Aiken Y Alford Y Atkins Y Baker Y Balkcom YBarfoot Y Bargeron Y Barnett,B Y Barnett,M Y Bates Y Beatty Y Benefield Y Birdsong Y Blitch Y Bordeaux Y Bostick Y Branch Y Breedlove Y Brooks Y Brown Y Brush YBuck Buckner Byrd Y Campbell Canty N Carrell Y Carter Y Chafin Y Chambless Y Cheeks Y Childers Y Clark.E Y Clark.H Clark,L Y Coker Y Coleman Y Colwell Y Connell Y Culbreth Y Cummings.B Cummings.M Y Davis.G Y Davis.M Y Dixon.H Y Dixon,S Y Dobbs Y Dover Dunn Edwards Y Elliott Y Felton Y Fennel Y Floyd,J.M Y Floyd,J.W Flynt Y Godbee Y Golden Goodwin Y Green Y Greene N Griffin Groover Y Hamilton Y Hammond Manner Y Harris,B Y Harris,J Y Heard Y Henson Y Herbert Y Hightower Y Holland Y Holmes Y Howard Y Hudson Y Irwin Y Jackson Y Jamieson Y Jenkins Y Jones Y Kilgore YKing Y Kingston Y Klein YLadd Y Lane,D Y Lane,R Y Langford Y Lawrence Y Lawson YLee Long Lord Lucas Lupton YMann Y Martin YMcCoy Y McKelvey McKinney,B Y McKinney.C Y Meadows Y Merritt Y Milam Y Mills Y Mobley Y Moody Y Morsberger Y Moultrie Y Mueller Y Oliver.C Y Oliver.M YOrr Y Orrock Y Padgett Par ham Y Parrish Y Patten Y Pelote Y Perry Y Pettit Y Pinholster Y Pinkston YPoag Y Porter Poston Powell.A Y Powell.C Y Purcell Randall YRay Y Reaves Y Redding Ricketson Y Royal Y Selman Y Sherrill Y Simpson Y Sinkfield Y Skipper Y Smith.L Y Smith.P Y Smith.T Y Smith,W Y Smyre YSnow Y Stancii.F Y Stancil,S Y Stanley Stephens Y Streat Y Taylor Y Teper Y Thomas.C Y Thomas.M Y Thomas.N Y Thurmond Y Titus Y Tolbert Townsend Y Turnquest Y Twiggs Y Valenti Y Vaughan Y Walker,J Y Walker.L Y Wall Y Ware Y Watson Watts Y White Y Wilder Y Williams,B Williams,J Y Williams.R Y Yeargin Murphy.Spkr On the passage of the Bill, the ayes were 152, nays 2. The Bill, having received the requisite constitutional majority, was passed. HB 226. By Representatives Oliver of the 53rd, Thomas of the 69th, Chambless of the 133rd, Poston of the 2nd, Pettit of the 19th and others: A bill to amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to revise and replace the laws relating to nonprofit corporations. The following Committee substitute was read and adopted: A BILL To amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to revise and replace the laws relating to nonprofit corporations; to provide for a short title; to provide for reservation of the power of the General Assembly to amend or repeal such laws; to provide for the filing of documents; to provide for the publication of notices; to provide for forms; to provide for fees; to provide for penalties; to provide for the effective time and date of documents; to provide for correcting filed documents; to provide for the powers and duties of the Secretary of State; to provide for appeals for actions or decisions of the Secretary of State; to provide for the evidentiary effect of documents and copies thereof; to provide for certificates of existence; to prohibit the signing of false documents; to provide for interrogatories and confidentiality of information; to provide for the creation, operation, regulation, members, boards of directors, officers, agents, employees, powers, duties, obligations, merger, governance, and 1452 JOURNAL OF THE HOUSE, dissolution of nonprofit corporations; to provide for the powers, duties, obligations, prohibitions, and conduct of officers and directors and the penalties imposed thereon; to provide for definitions; to provide for notices and the waiver thereof; to provide for private foundations; to provide for judicial relief; to provide for the powers and duties of the Attorney General; to provide for and recognize certain constitutional protections; to provide for organization and incorporation; to provide for incorporators; to provide for articles of incorporation and bylaws; to provide for preincorporation transactions and liability therefor; to provide for the purposes and powers of nonprofit corporations; to provide for ultra vires acts; to provide for corporate, reserved, and registered names; to provide for registered offices and agents; to provide for service of process; to provide for venue; to provide for the admission of members, types of memberships, members' rights and obligations, and the resignation, expulsion, suspension, and termination of members and memberships; to provide for delegates; to provide for creditors' actions; to provide for meetings, elections, and voting; to provide for voting agreements; to provide for derivative proceedings; to provide for members' lists; to provide for proxies; to provide for standing; to provide for demands, notices, stays, and dismissal; to provide for discontinuance, settlement, and expenses; to provide for boards of directors and their members, powers, duties, terms, compensation, resignation, removal, vacancies, meetings, actions, and conduct; to provide for liability; to provide for officers and their powers, duties, conduct, resignation, removal, and contract rights; to provide for indemnification and expenses; to provide for, prohibit, and regulate conflicting interest transactions; to provide for committees; to provide for insurance; to provide for judicial actions, directors' actions, members' actions, and actions by the Attorney General or superior courts; to provide for amendment of articles of incorporation and bylaws; to provide for mergers; to provide for the sale of assets; to provide for distributions; to provide for dissolutions; to provide for claims; to provide for revival; to provide for receiverships and custodianships; to provide for foreign corporations; to provide for certificates of authority and the requirements, conditions, and revocation thereof; to provide for withdrawal; to provide for domestication; to provide for service, registered offices, and registered agents; to provide for records and reports; to provide for inspection of records; to provide for limitations on the use of membership lists; to provide for annual registrations; to provide for application of laws to domestic corporations and foreign corporations; to provide for savings provisions; to provide for other matters relating to nonprofit corporations and their officers, employees, agents, members, operations, powers, duties, practices, procedures, and authority and the regulation thereof; to correct a cross-reference; to provide for other matters relative to the foregoing; to provide an effective date; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, is amended by striking Chapter 3, known as the "Georgia Nonprofit Corporation Code," and inserting in lieu thereof a new Chapter 3 to read as follows: "CHAPTER 3 ARTICLE 1 Part 1 14-3-101. This chapter shall be known and may be cited as the 'Georgia Nonprofit Corporation Code.' 14-3-102. The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. Part 2 14-3-120. (a) A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State. THURSDAY, FEBRUARY 28, 1991 1453 (b) This chapter must require or permit filing the document in the office of the Sec- retary of State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accom- panied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-3-503 and 14-3-1509), the correct filing fee, any certificate required by this chapter, and any penalty required by this chapter or other law. 14-3-121. The Secretary of State may prescribe and furnish on request, forms for: (1) An application for a certificate of existence; (2) A foreign corporation's application for a certificate of authority to conduct affairs in this state; (3) A foreign corporation's application for a certificate of withdrawal; (4) The annual registration; and (5) Such other forms not in conflict with this chapter as may be prescribed by the Secretary of State. 14-3-122. (a) The Secretary of State shall collect the following fees when the docu- ments described in this subsection are delivered for filing: Document Fee (1) Articles of incorporation.................................................................................^ 60.00 (2) Application for certificate of authority......................................................... 70.00 (3) Annual registration........................................................................................... 15.00 (4) Agent's statement of resignation................................................................... No fee (5) Certificate of judicial dissolution.................................................................. No fee (6) Application for reservation of a corporate name........................................ No fee (7) Statement of change of address of registered agent...$5.00 per corporation but not less than........................................................................... 20.00 (8) Any other document required or permitted to be filed by this chapter................................................................................................................... 20.00 (b) Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year shall not be required to pay any penalty for so failing or refusing to file its annual report, but such corporation may be subject to involuntary dissolution as provided in Code Section 14-3-1430. 1454 JOURNAL OF THE HOUSE, 14-3-123. (a) Except as provided in subsection (b) of this Code section and subsection (c) of Code section 14-3-124, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At any later time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed. (c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-3-125 and, if the applicant returns the document with corrections in accordance with the rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient. 14-3-124. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the Secretary of State for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. 14-3-125. (a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-3-503 and 14-3-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative. (c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The Secretary of State's duty to file documents under this Code section is ministerial. Filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. 14-3-126. (a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the peti- tion the document and the Secretary of State's explanation of his refusal to file. THURSDAY, FEBRUARY 28, 1991 1455 (b) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. 14-3-127. A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature, which may be in facsimile, and the printed or embossed seal of this state is prima facie evidence that the original document has been filed with the Secretary of State. 14-3-128. (a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state; (3) That its most recent annual registration required by Code Section 14-3-1622 has been delivered to the Secretary of State; and (4) That articles of dissolution have not been filed. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. 14-3-129. A person who signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed $500.00. Part3 14-3-130. The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter. Part 4 14-3-140. As used in this chapter, the term: (1) 'Articles of incorporation' or 'articles' includes amended and restated articles of incorporation and articles of merger. (2) 'Board of directors' or 'board' means the person or persons vested with the authority to manage the affairs of the corporation, irrespective of the name by which such group is designated, but shall not include any person solely by virtue of powers delegated to him by Code Section 14-3-801. (3) 'Bylaws' means the code of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. (4) 'Class' refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this Code section, rights shall be considered the same if they are determined by a formula applied uniformly. (5) 'Conspicuous' means written in such a manner that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color or typing in capitals or underlined is conspicuous. (6) 'Corporation' means a nonprofit corporation, other than a foreign corporation, organized under or subject to this chapter. (7) 'Delegate' means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters. (8) 'Deliver' includes mail. 1456 JOURNAL OF THE HOUSE, (9) 'Distribution' means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. Payment of indemnification or reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation is not a distribution. (10) 'Domestic corporation' means a corporation. (11) 'Effective date of notice' is defined in Code Section 14-3-141. (12) 'Employee' includes an officer but not a director. A director may accept duties that make him also an employee. (13) 'Entity' includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, trust, two or more persons having a joint or common economic interest; and state, United States, and foreign government. (14) 'Foreign corporation' means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if organized under, or subject to, this chapter. (15) 'Governmental subdivision' includes an authority, county, district, and municipality or any other political subdivision. (16) 'Includes' denotes a partial definition. (17) 'Individual' includes the estate of an incompetent or deceased individual. (18) 'Mail' includes the United States mail. (19) 'Means' denotes an exhaustive definition. (20) 'Member' means (without regard to the name by which a person is designated in the articles or bylaws) any person who is entitled to vote for the election of a director or directors pursuant to a provision of the corporation's articles or bylaws that expressly provides for or contemplates the existence of members. A person is not a member by virtue of any of the following: (A) Any rights such person has as a delegate; (B) Any rights such person has to designate or confirm a director or directors; or (C) Any rights such person has as a director. (21) 'Nonprofit corporation' means a corporation which may make no distribution to its members, directors, or officers, except as reasonable compensation for services rendered, and except as otherwise provided in this chapter. (22) 'Notice' is defined in Code Section 14-3-141. (23) 'Person' includes an individual and an entity. (24) 'Principal office' means the office (in or out of this state) so designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located. (25) 'Proceeding' includes civil suit and criminal, administrative, and investigatory action. (26) 'Record date' means the date established under Article 6 or 7 of this chapter on which a corporation determines the identity of its members for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. (27) 'Secretary' means the corporate officer to whom the board of directors has delegated responsibility under subsection (b) of Code Section 14-3-840 for custody of the minutes of the meetings of the board of directors and of any members and for authenticating records of the corporation. (28) 'State,' when referring to a part of the United States, includes a state, commonwealth, the District of Columbia (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States. (29) 'Superior court' means the superior court of the county in which the corporation's registered office is located; or, if the corporation has no registered office, the county in which the corporation's principal office is located; or, if the corporation has neither a registered office nor a principal office, then the Superior Court of Fulton County. THURSDAY, FEBRUARY 28, 1991 1457 (30) 'United States' includes district, authority, bureau, commission, department, and any other agency of the United States. (31) 'Voting power' means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. 14-3-141. (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are likely to prove impracticable in particular cases, notice may in addition be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication. (c) Written notice by a domestic or foreign corporation to its members, if in a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the member's address shown in the corporation's current record of members. If the corporation has more than 500 members of record entitled to vote at a meeting, it may utilize a class of mail other than first class if the notice of the meeting is mailed, with adequate postage prepaid, not less than 30 days before the date of the meeting. (d) Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual registration or, in the case of a foreign corporation that has not yet delivered an annual registration, in its application for a certificate of authority. (e) Except as provided in subsection (c) of this Code section or in the articles of incorporation or bylaws, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received or when delivered, properly addressed, to the addressee's last known principal place of business or residence; (2) Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (f) Oral notice is effective when communicated if communicated in a comprehensible manner. (g) In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted. (h) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this Code section or other provisions of this chapter, those requirements govern. Part 5 14-3-160. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the Attorney General, the superior court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. 1458 JOURNAL OF THE HOUSE, (b) The court shall, in an order issued pursuant to this Code section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, or this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this Code section the court may determine who the members or directors are. (c) The order issued pursuant to this Code section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter. (d) Whenever practical, any order issued pursuant to this Code section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this Code section; provided, however, that an order under this Code section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets. (e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this Code section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter. Part6 14-3-170. (a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (2) To set aside the unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (3) To dissolve a corporation that: (A) Obtained its articles of incorporation through fraud; or (B) Has continued to exceed or abuse the authority conferred upon it by law; or (4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301. (b) In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he has with respect to investigations authorized under Code Section 45-15-17. Part? 14-3-180. If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the constitution of this state or both. ARTICLE 2 14-3-201. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. 14-3-202. (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-3-401; (2) The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office; (3) The name and address of each incorporator; THURSDAY, FEBRUARY 28, 1991 1459 (4) Whether or not the corporation will have members; (5) The mailing address of the initial principal office of the corporation; and (6) A statement that the corporation is organized pursuant to the Georgia Nonprofit Corporation Code. (b) The articles of incorporation may set forth: (1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (2) The names and addresses of the individuals who are to serve as the initial directors; (3) Provisions not inconsistent with law regarding: (A) Managing and regulating the affairs of the corporation; (B) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); and (C) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; (4) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that no provision shall eliminate or limit the liability of a director: (A) For any appropriation, in violation of his duties, of any business opportunity of the corporation; (B) For acts or omissions which involve intentional misconduct or a knowing violation of law; (C) For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or (D) For any transaction from which the director received an improper personal benefit, provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; (5) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and (6) Provisions not inconsistent with law regarding the distribution of assets on dissolution. (c) One or more incorporators named in the articles must sign the articles. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. 14-3-202.1. Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form: 'NOTICE OF INTENT TO INCORPORATE Notice is given that articles of incorporation which will incorporate (name of corporation) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation will be located at __________________________ (address of registered office) and its initial registered agent at such address is __________________________.' 14-3-203. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve the corporation. 14-3-204. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. 1460 JOURNAL OF THE HOUSE, 14-3-205. (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial direc- tors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) To elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state or in accordance with Code Section 14-3-821. 14-3-206. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 14-3-2G7. (a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) How to call a meeting of the board; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. ARTICLE 3 14-3-301. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. 14-3-302. 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; THURSDAY, FEBRUARY 28, 1991 1461 (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, employ- ees, and agents; (13) To make donations not inconsistent with law for the public welfare or for char- itable, 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 mem- bers; (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 cause financial 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. 14-3-303. (a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, offi- cer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. 1462 JOURNAL OF THE HOUSE, (c) Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. 14-3-304. (a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceeding by a member against the corporation to enjoin the act; (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) In a proceeding by the Attorney General under Code Section 14-2-1430. (c) In a member's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. ARTICLE 4 14-3-401. (a) A corporate name: (1) Must contain the word 'corporation,' incorporated,' 'company,' or 'limited,' or the abbreviation 'Corp.,' 'Inc.,' 'Co.,' or 'Ltd.,' or words or abbreviations of like import in a language other than English; (2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation and by Code Section 14-3-301; (3) May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene; and (4) Shall not in any instance exceed 80 characters, including spaces and punctuation. (b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name must be distinguishable upon the records of the Secretary of State from: (1) The corporate name of an incorporated organization, whether for profit or not for profit, incorporated or authorized to transact business in this state; (2) A corporate name reserved or registered under this chapter or Chapter 2 of this title; (3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and (4) The name of a limited partnership or professional association reserved or filed with the Secretary of State under Chapter 9 of this title. (c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this Code section. The Secretary of State shall authorize use of the name applied for if the other corporation consents to the use in writing and files with the Secretary of State articles of amendment to its articles of incorporation changing its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation. (d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this staje if the other corporation is incorporated or authorized to transact business in this state and: (1) The proposed user corporation has merged with the other corporation; (2) The proposed user corporation has been formed by reorganization of the other corporation; or THURSDAY, FEBRUARY 28, 1991 1463 (3) The other domestic or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name. (e) This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a corporate name does not affect the commercial availability of the name. 14-3-402. (a) A person may apply to reserve the use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available. If the Secretary of State finds that the corporate name applied for is available, he shall reserve the name for the applicant's use for a nonrenewable 90 day period. (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. 14-3-403. (a) A foreign corporation may register its corporate name, or its corporate name with any change required by Code Section 14-3-1506, if the name does not in any instance exceed 80 characters, including spaces and punctuation, and is distinguishable upon the records of the Secretary of State from: (1) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; and (2) A corporate name reserved under Code Section 14-3-402 or Code Section 14-2-402 or registered under this Code section, or a limited partnership name reserved or filed under Chapter 9 of this title. (b) A foreign corporation registers its corporate name, or its corporate name with any change required by Code Section 14-3-1506, by delivering to the Secretary of State an application: (1) Setting forth its corporate name, or its corporate name with any change required by Code Section 14-3-1506, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. (c) The name is registered for the applicant's exclusive use upon the effective date of the application. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application which complies with the requirements of subsection (b) of this Code section in accordance with the filing requirements of the Secretary of State. The renewal application renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. ARTICLE 5 Part 1 14-3-501. Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and (2) A registered agent, who may be: (A) An individual who resides in this state and whose office is identical with the registered office; (B) A domestic business or nonprofit corporation formed under this chapter or under Chapter 2 of this title whose office is identical with the registered office; or (C) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office. 1464 JOURNAL OF THE HOUSE, 14-3-502. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical, (b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this Code section and recites that the corporation has been notified of the change. 14-3-503. (a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed. 14-3-504. (a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection on the earliest of: (1) The date the corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the corporation; or (3) Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed. (c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation. Part 2 14-3-510. (a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, 1991, or thereafter. (b) For the purpose of determining venue, each domestic corporation and each foreign corporation authorized to transact business in this state shall be deemed to reside: (1) For purposes of proceedings generally, in the county where its registered office is maintained, or if the corporation fails to maintain a registered office, it shall be deemed to reside in the county in this state where its last named registered office or principal office, as shown by the records of the Secretary of State, was maintained; THURSDAY, FEBRUARY 28, 1991 1465 (2) For purposes of proceedings based on contracts, in that county in which the contract sought to be enforced was made or is to be performed, if it has an office and transacts business in that county, and may be sued; (3) For purposes of proceedings for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if the corporation has an office and transacts business in that county; and (4) For purposes of garnishment proceedings, in the county in which is located the corporate office or place of business where the employee who is the defendant in the main action is employed. (c) Any residences established by this Code section shall be in addition to, and not in limitation of, any other residence that any domestic or foreign corporation may have by reason of other laws. (d) Whenever this chapter either requires or permits a proceeding to be brought in the county where the registered office of the corporation is maintained, if the proceeding is against a corporation having a principal office as required under a prior general corporation law, the action or proceeding may be brought in the county where the principal office is located. ARTICLE 6 Part 1 14-3-601. (a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his consent. 14-3-602. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. 14-3-603. A corporation is not required to have members. Part 2 14-3-610. Members as defined in paragraph (20) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. Except for the rights specified in Code Section 14-3-630, members of any corporation existing on July 1, 1991, shall be limited to having the same voting and other rights as before such date, until changed by amendment of its articles of incorporation or bylaws. 14-3-611. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 14-3-612. A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. 14-3-613. (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such action would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this Code section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. Part 3 14-3-620. (a) Unless otherwise provided by law, a member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b) This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or 1466 JOURNAL OF THE HOUSE, arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach. 14-3-621. Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date: (1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith; (2) A procedure is fair and reasonable when either: (A) The articles or bylaws set forth a procedure that provides: (i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or (B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances; (3) Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records; (4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and (5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension. Part 4 14-3-630. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the rights and authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of dele- gates, including their selection and removal; (2) Calling, noticing, holding, and conducting meetings of delegates; and (3) Carrying on corporate activities during and between meetings of delegates. ARTICLE 7 Part 1 14-3-701. (a) A corporation with members shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws. (c) Annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place. (d) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-705 and 14-3-706. (e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections 14-3-705 and 14-3-706. (f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. THURSDAY, FEBRUARY 28, 1991 1467 14-3-702. (a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as otherwise provided in the articles or bylaws, if the holders of at least 5 percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-707, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand. (c) If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this Code section is not given pursuant to Code Section 14-3-705 within 30 days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this Code section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Code Section 14-3-705. (d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office or other suitable place. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by Code Section 14-3-705 may be conducted at a special meeting of members. 14-3-703. (a) The superior court may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or (2) On application of any member or other person entitled to participate in a regular meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if a regular meeting is not held within 40 days after the date it was required to be held; or (3) On application of a member who signed a demand for a special meeting valid under Code Section 14-3-702, a person or persons entitled to call a special meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or (B) The special meeting was not held in accordance with the notice. (b) After notice to the corporation, the court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting. (c) If the court orders a meeting, it may also order the corporation to pay the member's or other person's costs (including reasonable counsel fees) incurred to obtain the order. 14-3-704. (a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least a majority of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least a majority of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. 1468 JOURNAL OF THE HOUSE, (b) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent. (c) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. (d) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given. 14-3-705. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this Code section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (2) of subsection (c) of this Code section must be given as provided in subsection (c) of this Code section. (c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail, 30 days) nor more than 60 days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section 14-3-855, 14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Code Section 14-3-707, however, notice of the adjourned meeting must be given under this Code section to the members of record as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) Requested in writing to do so by a person entitled to call a special meeting; and (2) The request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting. 14-3-706. (a) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. 14-3-707. (a) The bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting to vote, or to take any other action. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. (b) A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of members. (c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new THURSDAY, FEBRUARY 28, 1991 1469 record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. 14-3-708. (a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written ballot shall: (1) Set forth each proposed action; and (2) Provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this Code section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (1) Indicate the number of responses needed to meet the quorum requirements; (2) State the percentage of approvals necessary to approve each matter other than election of directors; and (3) Specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. Part 2 14-3-720. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of and number of votes each member is entitled to vote at the meeting. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or a member's attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of Code Section 14-3-1602 and Code Section 14-3-1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this Code section), the superior court, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting. 14-3-721. (a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect: (1) If only one votes, such act binds all; and 1470 JOURNAL OF THE HOUSE, (2) If more than one votes, the vote shall be divided on a pro rata basis. 14-3-722. (a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (d) Unless 20 percent or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. 14-3-723. (a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members. (b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. 14-3-724. (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney in fact. (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. (d) An appointment of a proxy is revocable by the member. (e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (f) Appointment of a proxy is revoked by the person appointing the proxy: (1) Attending any meeting and voting in person; or (2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. 14-3-725. (a) Unless otherwise provided in the articles, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (c) Cumulative voting is not authorized at a particular meeting unless: (1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. (d) A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. THURSDAY, FEBRUARY 28, 1991 1471 (e) Members may not cumulatively vote if the directors and members are identical. 14-3-726. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other reasonable method. 14-3-727. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; (4) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section is valid unless a court of competent jurisdiction determines otherwise. PartS 14-3-730. (a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 20 years. For corporations described in paragraph (2) of subsection (a) of Code Section 14-3-1302, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes. (b) A voting agreement created under this Code section is specifically enforceable. Part 4 14-3-740. As used in this part, the term: (1) 'Derivative proceeding' means a civil suit in the right of a domestic corporation or, to the extent provided in Code Section 14-3-747, in the right of a foreign corporation. 1472 JOURNAL OF THE HOUSE, (2) 'Member' includes those who are members under Code Section 14-3-140, as well as any person who is entitled to some portion of the corporation's property upon dissolution, and any person or class of persons specifically designated in the corporation's bylaws or articles of incorporation as having standing to bring a derivative proceeding. 14-3-741. A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 members, whichever is less. A director or members may not commence or maintain a derivative proceeding unless the director or members: (1) Was a director or were members of the corporation at the time of the act or omission complained of (or became a member through transfer by operation of law from one who was a member at that time); or is a director or are members at the time the proceeding is commenced; and (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. 14-3-742. (a) No derivative proceeding may be commenced until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period. (b) In the case of corporations described in subsection (a) of Code Section 14-3-1302, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation. 14-3-743. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. 14-3-744. (a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation. (b) The determination in subsection (a) of this Code section shall be made by: (1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; (2) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or (3) A panel of one or more independent persons appointed by the court upon motion by the corporation. (c) None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section: (1) The nomination or election of the director by directors who are not independent; (2) The naming of the director as a defendant in the derivative proceeding; or (3) The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action. 14-3-745. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notice be given to the members affected. 14-3-746. On termination of the derivative proceeding the court may: THURSDAY, FEBRUARY 28, 1991 1473 (1) Order the corporation to pay the plaintiffs reasonable expenses (including attorneys' fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or (2) Order the plaintiff to pay any defendant's reasonable expenses (including attorneys' fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose. 14-3-747. In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Code Sections 14-3-743 and 14-3-745 and paragraph (2) of Code Section 14-3-746. ARTICLE 8 Part 1 14-3-801. (a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board. (c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation. (d) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. 14-3-802. Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the articles so require. The articles or bylaws may prescribe other qualifications for directors. 14-3-803. (a) A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws. (b) The articles or bylaws may authorize the members of the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If the variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members, or if the articles or bylaws so provide, by the board of directors. 14-3-804. (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated. (b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. 14-3-805. (a) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of directors. In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms. (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. 1474 JOURNAL OF THE HOUSE, 14-3-806. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. 14-3-807. (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary, or in such other manner as the articles or bylaws may provide. (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. 14-3-808. Unless the corporation's articles or bylaws provide otherwise: (1) The members may remove, with or without cause, one or more directors elected by them; (2) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping; (3) Except as provided in paragraph (9) of this Code section, a director may be removed under paragraph (1) or (2) of this Code section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors; (4) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the director may not be removed if the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal; (5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director; (6) In computing whether a director is protected from removal under paragraphs (2) through (4) of this Code section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election; (7) An entire board of directors may be removed under paragraphs (1) through (5) of this Code section; (8) A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and (9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. 14-3-809. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws: (1) An appointed director may be removed without cause by the person appointing the director; (2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and (3) A removal is effective when the notice is effective unless the notice specifies a future effective date. 14-3-810. (a) The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the court finds that: THURSDAY, FEBRUARY 28, 1991 1475 (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a 'director's conflicting interest transaction' as defined in paragraph (2) of Code Section 14-3-860; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant. 14-3-811. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members, if any, may fill the vacancy, if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the direc- tors remaining in office. (b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. 14-3-812. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. 14-3-813. (a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section. (b) Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard. (c) The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he is appointed. The provisional direc- tor shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He shall be entitled to receive such compensation as may be agreed upon between him and the corporation; and, in the absence of such agreement, he shall be entitled to such compensation as shall be fixed by the court. 1476 JOURNAL OF THE HOUSE, Part 2 14-3-820. (a) A board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 14-3-821. (a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code Section. (b) Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more written consents describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. (c) Action taken under this Code section is effective when the last director signs the consent, unless the consent specifies a different effective date. (d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. 14-3-822. (a) Unless the articles or bylaws provide otherwise, regular meetings of the board may be held without notice of the date, time, place, and purpose of the meet- ing. (b) Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. 14-3-823. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 14-3-824. (a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors. (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or THURSDAY, FEBRUARY 28, 1991 1477 (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 14-3-825. (a) Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have one or more directors, who serve at the pleasure of the board. (b) If authorized by the articles or bylaws, the board or, if there are members entitled to elect directors, the members may appoint individuals who are not currently members of the board, but who formerly were members of the board of the corporation, as voting members of committees of the board. All provisions of this article applicable to directors shall apply equally to such individuals. (c) Code Sections 14-3-820 through 14-3-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees and their members as well. (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Code Section 14-3-801. (e) A committee may not, however: (1) Authorize distributions; (2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or (4) Adopt, amend, or repeal the articles or bylaws. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Code Section 14-3-830. Part3 14-3-830. Unless a different standard is prescribed by law: (1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (A) In a manner the director believes in good faith to be in the best interests of the corporation; and (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; (2) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (A) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; (C) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or (D) Religious authorities, ministers, priests, rabbis, or other persons whose positions or duties in the corporation the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented; (3) In the instances described in paragraph (2) of this Code section, a director is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (2) of this Code section unwarranted; 1478 JOURNAL OF THE HOUSE, (4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director if the director acted in compliance with this Code section; and (5) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. 14-3-831. (a) Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter. (b) A director held liable for an unlawful distribution under subsection (a) of this Code section is entitled to contribution: (1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section 14-3-830; and (2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. Part 4 14-3-840. (a) A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors. (c) The articles, bylaws, or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. (d) Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation. (e) The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws; and in such case any document required or permitted by any law of this state to be signed by the president, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign. 14-3-841. Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles or bylaws, the duties and authority prescribed by the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. 14-3-842. Unless a different standard is prescribed by law: (1) An officer with discretionary authority shall discharge his duties under that authority: (A) In a manner he believes in good faith to be in the best interests of the cor- poration; and (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; (2) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (A) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (B) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; (3) In the instances described in paragraph (2) of this Code section, an officer is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (2) of this Code section unwarranted; and THURSDAY, FEBRUARY 28, 1991 1479 (4) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer performed the duties of his office in compliance with this Code section. 14-3-843. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. (b) A board may remove any officer at any time with or without cause. (c) Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board. 14-3-844. (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. 14-3-845. 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. 14-3-846. (a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest: (1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be; (2) That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and (3) That the execution of the document on behalf of the corporation has been duly authorized. (b) When the seal of a corporation or the facsimile thereof is affixed to any document and is attested by the secretary or assistant secretary of a corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be. (c) The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon. PartS 14-3-850. As used in this part, the term: (1) 'Corporation' includes any domestic or foreign predecessor entity of a corpora- tion in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. 1480 JOURNAL OF THE HOUSE, (2) 'Director' means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. 'Director' includes, unless the context requires otherwise, the estate or personal representative of a director. (3) 'Expenses' include counsel fees. (4) 'Liability' means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding. (5) 'Party' includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (6) 'Proceeding' means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. 14-3-851. (a) Except as provided in subsection (d) or (e) of this Code section, a cor- poration may indemnify or obligate itself to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual acted in a manner he believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual conduct was unlaw- ful. (b) A director's conduct with respect to an employee benefit plan for a purpose the director believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a) of this Code section. (c) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section. (d) A corporation may not indemnify a director under this Code section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) In connection with any other proceeding in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. (e) Indemnification permitted under this Code section in connection with a proceed- ing by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. 14-3-852. Unless limited by its articles of incorporation, to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party, or in the defense of any claim, issue, or matter therein, because the director is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith. 14-3-853. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in sub- section (a) of Code Section 14-3-851; and (2) The director furnishes the corporation a written undertaking, executed person- ally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification under this part, (b) The undertaking required by paragraph (2) of subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. THURSDAY, FEBRUARY 28, 1991 1481 14-3-854. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or advances of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification or advances for expenses in the amount it considers proper if it determines: (1) The director is entitled to mandatory indemnification under Code Section 14-3-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection (a) of Code Section 14-3-851 or was adjudged liable as described in subsection (d) of Code Section 14-3-851, but if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred, unless the articles or bylaws provide otherwise; or (3) In the case of advances for expenses, the director is entitled, pursuant to the articles of incorporation, bylaws, or any applicable resolution or agreement to payment or reimbursement of the director's reasonable expenses incurred as a party to a proceeding in advance of final disposition of the proceeding. 14-3-855. (a) A corporation may not indemnify a director under Code Section 14-3-851 unless authorized thereunder and a determination has been made in the specific case that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in subsection (a) of Code Section 14-3-851. (b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under paragraph (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) By special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in paragraph (1) or (2) of this subsection; or (B) If a quorum of the board cannot be obtained under paragraph (1) of this subsection and a committee cannot be designated under paragraph (2) of this subsection, selected by majority vote of the full board, in which selection directors who are parties may participate; or (4) By the members, but directors who are at the time parties to the proceeding may not vote as members on the determination. (c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (3) of subsection (b) of this Code section to select counsel. 14-3-856. Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under Code Section 14-3-852 and is entitled to apply for court-ordered indemnification under Code Section 14-3-854, in each case to the same extent as a director; and (2) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. 14-3-857. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, 1482 JOURNAL OF THE HOUSE, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under Code Section 14-3-851 or 14-3-852. 14-3-858. (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent with this part. Any such provision existing on the date this part becomes effective shall be valid to the extent it does not provide for broader indemnification than is allowed under this part. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (c) The provisions of this part may be incorporated by reference into a corporation's articles of incorporation, bylaws, or a resolution of its members or board of directors. In such case, any such provision shall subsequently be deemed amended to conform with any amendments to this part, unless such provision otherwise expressly provides. Part 6 14-3-860. As used in this part, the term: (1) 'Conflicting interest' with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) if: (A) Whether or not the transaction is brought before the board of directors of the corporation for action, to the knowledge of the director at the time of commitment the director or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the director or a related person that it would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction; or (B) The transaction is brought (or is of such character and significance to the corporation that it would in the normal course be brought) before the board of directors of the corporation for action, and to the knowledge of the director at the time of commitment any of the following persons is either a party to the transaction or has a beneficial financial interest so closely linked to the transaction and of such financial significance to that person that it would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction: (i) an entity (other than the corporation) of which the director is a director, general partner, agent, or employee; (ii) a person that controls one or more of the entities specified in division (i) of this subparagraph or an entity that is controlled by, or is under common control with, one or more of the entities specified in division (i) of this subparagraph; or (iii) an individual who is a general partner, principal, or employer of the director. (2) 'Director's conflicting interest transaction' with respect to a corporation means a transaction effected or proposed to be effected by the corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) respecting which a director of the corporation has a conflicting interest. (3) 'Related person' of a director means: THURSDAY, FEBRUARY 28, 1991 1483 (A) The spouse (or a parent or sibling thereof) of the director or a child, grandchild, sibling, parent (or spouse of any thereof), or an individual having the same home as the director, or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary; or (B) A trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary. (4) 'Required disclosure' means disclosure by the director who has a conflicting interest of (A) the existence and nature of the director's conflicting interest, and (B) all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment as to whether or not to proceed with the transaction. (5) 'Time of commitment' respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation (or its subsidiary or the entity in which it has a controlling interest) becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage. 14-3-861. (a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of this state by a member or by or in the right of the corporation or any other person who otherwise has standing, on the ground of an interest in the trans- action of a director or any person with whom or which he has a personal, economic, or other association. (b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of this state by a member or by or in the right of the corporation or any other person who otherwise has standing, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-3-862; (2) Members' action respecting the transaction was at any time taken in compli- ance with Code Section 14-3-863; (3) Action by the superior court respecting the transaction was at any time taken in compliance with Code Section 14-3-864; or (4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation. 14-3-862. (a) Directors' action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section 14-3-861 if the transaction received the affirmative vote of a majority (but not less than two) of those qualified directors on the board of directors or on a duly empowered committee thereof who voted on the transaction after either required disclosure to them (to the extent the information was not known by them) or compliance with subsection (b) of this Code section. (b) If a director has a conflicting interest respecting a transaction, but neither he nor a related person of the director specified in subparagraph (A) of paragraph (3) of Code Section 14-3-860 is a party thereto, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relat- ing to the transaction such that the director cannot, consistent with that duty, make the disclosure contemplated by subparagraph (B) of paragraph (4) of Code Section 14-3-860, then disclosure is sufficient for purposes of subsection (a) of this Code section if the director: (1) Discloses to the directors voting on the transaction the existence and nature of his conflicting interest and informs them of the character of and limitations imposed by that duty prior to their vote on the transaction; and (2) Plays no part, directly or indirectly, in their deliberations or vote. (c) A majority (but not less than two) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that com- plies with this Code section. Directors' action that otherwise complies with this Code 1484 JOURNAL OF THE HOUSE, section is not affected by the presence or vote of a director who is not a qualified director. (d) For purposes of this Code section, 'qualified director' means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction or (2) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction. 14-3-863. (a) Members' action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the members who voted on the transaction (to the extent the information was not known by them). (b) For purposes of this Code section, 'qualified members' means any members enti- tled to vote with respect to a director's conflicting interest transaction except the director and members that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are a related person of the director. (c) A majority of the votes entitled to be cast by all qualified members constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, members' action that otherwise com- plies with this Code section is not affected by the presence of, or the voting by, members that are not qualified members. (d) For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the identity of all members that to the knowledge of the director are related persons of the director. (e) If a members' vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that this failure did not determine and was not intended by him to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861, take such action respecting the transaction and the director, and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances. 14-3-864. In a case involving a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, a transaction that was not the subject of either directors' action under Code Section 14-3-862 or members' action under Code Section 14-3-863 is effective for purposes of paragraph (3) subsection (b) of Code Section 14-3-861 if the transaction is approved by the superior court, in an action in which the Attorney General is joined as a party. 14-3-865. (a) As used in this Code section, the term: (1) 'Officer' means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation. (2) 'Officer's conflicting interest transaction' means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer. (3) 'Related person' of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860. (4) 'Required disclosure' with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860. THURSDAY, FEBRUARY 28, 1991 1485 (5) 'Time of commitment" shall have the same meaning as in paragraph (5) of Code Section 14-3-860. (b) No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction. (c) An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a member or by or in the right of the corporation, on the ground of an interest in the transaction of the officer or any person with whom or which he has a personal, economic, or other association, if: (1) The transaction was approved by the board of directors after required disclosure; (2) The transaction was approved by the members after required disclosure; (3) The action was approved by the superior court in an action to which the Attorney General was a party; or (4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation. ARTICLE 9 RESERVED ARTICLE 10 Part 1 14-3-1001. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. 14-3-1002. If a corporation has no members or no members entitled to vote thereon, its incorporators until directors have been chosen and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041. 14-3-1003. If the articles or bylaws require a vote of the members: (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action: (A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (B) To delete the names and addresses of the initial directors; (C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State; (D) To change the corporate name; or (E) To make any other change expressly permitted by this chapter to be made without member action; (2) If there are members required to vote thereon, to adopt an amendment to a corporation's articles: (A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment; (B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by twothirds of the votes cast or a majority of the voting power, whichever is less; and (C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing; 1486 JOURNAL OF THE HOUSE, (3) The members may condition the amendment's adoption on any basis; (4) The board may condition its submission of the proposed amendment on any basis; (5) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment; and (6) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. 14-3-1004. If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class; (2) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and (3) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. 14-3-1005. A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required, a statement that the amendment was duly approved by the members in accordance with the provisions of Code Section 14-3-1003; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041, a statement that the approval was obtained. 14-3-1005.1. (a) Together with any articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to file articles of amendment to change the name of the corporation and payment therefor have been made as required by subsection (b) of this Code section. (b) Prior to filing any articles of amendment which change the name of the corporation, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is the newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: 'NOTICE OF CHANGE OF CORPORATE NAME 'Notice is given that articles of amendment which will change the name of ___________________________ (present corporate name) to ___________________________ (proposed corporate name) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at __________________________ (address of registered office).' THURSDAY, FEBRUARY 28, 1991 1487 The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment for the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the articles of amendment or the change of the name of the corporation. 14-3-1006. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or 14-3-1041. (c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (d) If the board seeks to have the restatement approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (e) A corporation restating its articles shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005; and (3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041, a statement that such approval was obtained. (f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (e) of this Code section. 14-3-1007. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Code Section 14-3-202. (b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This Code section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. 1488 JOURNAL OF THE HOUSE, 14-3-1008. An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. Part 2 14-3-1020. If a corporation has no members or no members entitled to vote thereon, its incorporators until the organizational meeting of directors and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to Code Sections 14-3-1030 and 14-3-1041. 14-3-1021. (a) To adopt an amendment to a corporation's bylaws if there are members required to vote thereon: (1) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment; (2) Unless this chapter, the articles, the bylaws, the members (acting pursuant to subsection (b) of this Code section), or the board of directors (acting pursuant to subsection (c) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing. (b) The members may condition the amendment's adoption on any basis. (c) The board may condition its submission of the proposed amendment on any basis. (d) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. 14-3-1022. If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class. (2) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and (3) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. Part3 14-3-1030. The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons. THURSDAY, FEBRUARY 28, 1991 1489 Part 4 14-3-1040. A corporation organized under this chapter may amend its articles of incorporation to provide that the corporation shall operate as a for profit business corporation. 14-3-1041. (a) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-1040 only: (1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or (2) If on or before the effective date of the amendment: (A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and (C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of the corporation following the effective date of the amendment. (b) At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General. (c) Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040. The court shall approve the transaction if it is in the public interest. 14-3-1042. From and after the effective date of any amendment described in Code Section 14-3-1040, the corporation shall be subject to and governed by the provisions of Chapter 2 of this title, the 'Georgia Business Corporation Code.' ARTICLE 11 14-3-1101. (a) Subject to the limitations set forth in Code Section 14-3-1102, one or more nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved as provided in Code Section 14-3-1103. (b) The plan of merger must set forth: (1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; (2) The terms and conditions of the planned merger; and (3) The manner and basis, if any, of converting the memberships of each corpora- tion into memberships of the surviving corporation. (c) The plan of merger may set forth: (1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and (2) Other provisions relating to the planned merger. 14-3-1102. (a) Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may merge with a domestic or foreign corporation or business corporation, provided that: (1) The corporation which is the surviving corporation is a corporation described in paragraph (2) of subsection (a) in Code Section 14-3-1302 after the merger; or (2) (A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation or the fair market value of the corporation 1490 JOURNAL OF THE HOUSE, if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (b) At least 30 days before consummation of any merger of a corporation pursuant to paragraph (2) of subsection (a) of this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything as a result of a merger other than membership in the surviving corporation. The court shall approve the transaction if it is in the public interest. 14-3-1103. (a) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c) of this Code section) require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) By the board; (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by Code Section 14-3-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection (b) of Code Section 14-3-822. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger. (c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under Code Section 14-3-1004 or 14-3-1022. The plan is approved by a class of THURSDAY, FEBRUARY 28, 1991 1491 members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. 14-3-1104. (a) After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth: (1) The plan of merger; (2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103, a statement that the approval was obtained; and (5) The merging corporation shall deliver the articles of merger to the Secretary of State for filing in substantially the same manner as provided in Code Section 14-2-1105 and shall comply with the provisions of Code Section 14-2-1105.1, except that the notice to the publisher of the newspaper shall be in substantially the following form: 'NOTICE OF MERGER Notice is given that articles or a certificate of merger by and between (name and state of incorporation of each of the constituent corporations) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The name of the surviving corporation in the merger will be __________________________, a corporation incorporated in the State of _______________. The registered office of such corporation (is) (will be) located at __________________________ (address of registered office) and its registered (agent) (agents) at such address (is) (are) __________________________ (name or names of agent or agents).' (b) In lieu of filing articles of merger that set forth the plan of merger, the surviving or acquiring corporation may file a certificate of merger which sets forth: (1) The name and state of incorporation of each corporation which is merging and the name of the surviving corporation into which each other corporation is merging; (2) Any amendments to the articles of incorporation of the surviving corporation; (3) That the executed plan of merger is on file at the principal place of business of the surviving corporation, stating the address thereof; (4) That a copy of the plan of merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger; (5) If shareholder approval was not required, a statement to that effect; and (6) If approval of the shareholders of one or more corporations party to the merger was required, a statement that the merger was duly approved by the shareholders. (c) Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed. 1492 JOURNAL OF THE HOUSE, 14-3-1105. When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corpora- tion and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger; (3) The surviving corporation has all liabilities and obligations of each corporation party to the merger; (4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and (5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. 14-3-1106. (a) Except as provided in Code Section 14-3-1102, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) The foreign corporation complies with Code Section 14-3-1104 if it is the surviving corporation of the merger; and (3) Each domestic nonprofit corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Section 14-3-1104. (b) Upon the merger taking effect, the surviving corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state. 14-3-1107. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. ARTICLE 12 14-3-1201. Unless otherwise provided by this chapter, the articles, or bylaws, a corporation may on the terms and conditions, for the consideration determined by the board of directors, and without the approval of the members or any other person: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. 14-3-1202. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b) of this Code section. (b) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (d) of this Code section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) By the board; (2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and THURSDAY, FEBRUARY 28, 1991 1493 (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by Code Section 14-3-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection (b) of Code Section 14-3-822. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 must give written notice to the Attorney General 30 days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities, unless said transaction is with another corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302. (h) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. ARTICLE 13 14-3-1301. Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation shall not make any distributions. 14-3-1302. (a) A corporation may make distributions to the following: (1) Organizations (whether or not incorporated) that are organized and operated for the same or similar purposes as the distributing corporation; (2) Organizations (whether or not incorporated) that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual; or (3) A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia, (b) Except for corporations described in paragraph (2) of subsection (a) of this Code section, a corporation may repurchase a membership for the consideration that the member paid for his membership if, after the purchase is completed: (1) The corporation would be able to pay its debts as they become due in the normal course of business; and (2) The corporation's total assets would at least equal the sum of its liabilities. 1494 JOURNAL OF THE HOUSE, ARTICLE 14 Part 1 14-3-1401. A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) That: (A) The corporation has not admitted members entitled to vote on dissolution; (B) The corporation has not commenced activities; or (C) The corporation has no net assets. (4) That no debt of the corporation remains unpaid; and (5) That a majority of the incorporators or initial directors authorized the dissolution. 14-3-1402. (a) A corporation's board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon. (1) For a proposal to dissolve to be adopted: (A) The board of directors must recommend dissolution to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its determination to the members; and (B) The members entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section. (2) The board of directors may condition its submission of the proposal for dissolution on any basis. (3) The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (4) Unless the articles of incorporation, the bylaws, or the board of directors (acting pursuant to paragraph (2) of this subsection) requires a greater vote or vote by classes, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. (5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (b) Unless the articles of incorporation or bylaws requires a greater vote, if the corporation does not have members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Code Section 14-3-822. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The plan of dissolution shall conform to the requirements of Code Section 14-3-1403 and shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. 14-3-1403. (a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. (b) The plan of dissolution shall provide for distribution of assets as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; THURSDAY, FEBRUARY 28, 1991 1495 (3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation; (4) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and (5) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations as may be provided in the plan of dissolution. (c) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 shall comply with the following additional requirements: (1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers articles of dissolution to the Secretary of State; (2) It shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and (3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received. 14-3-1404. Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If member approval was required for dissolution, a statement that dissolution was duly approved by the members in accordance with subsection (a) of Code Section 14-3-1402. 14-3-1404.1. (a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section. (b) Prior to filing the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: 'NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION Notice is given that a notice of intent to dissolve (name of corporation), a Georgia nonprofit corporation with its registered office at (address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.' The notice may also include the information specified in Code Section 14-3-1408. The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall 1496 JOURNAL OF THE HOUSE, be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation. 14-3-1405. (a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution. (b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action. (c) After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth: (1) The name of the corporation; (2) The date that the revocation of dissolution proceedings was authorized; (3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect; (4) If the corporation's board of directors revoked the dissolution proceedings authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (5) If member action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-3-1404. (d) Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed. (e) When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred. 14-3-1406. A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its members in accordance with the plan of dissolution; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. 14-3-1407. (a) A corporation that has filed a notice of intent to dissolve may dis- pose of the known claims against it by following the procedure described in this Code section. (b) The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim; (4) State that the claim will be barred if not received by the deadline; and (5) State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims. (c) A claim against a corporation in dissolution is barred: (1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or THURSDAY, FEBRUARY 28, 1991 1497 (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice. (d) For purposes of this Code section, the term 'claim' does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve. 14-3-1408. (a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section. (b) The request must: (1) Describe the information that must be included in a claim and provide a mail- ing address where the claim may be sent; and (2) State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice. (c) If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publica- tion date of the newspaper notice except: (1) Claims that are contingent at the time of the filing of the notice of intent to dissolve; and (2) Claims that arise after the filing of the notice of intent to dissolve. (d) If a corporation in dissolution publishes a newspaper notice containing the infor- mation specified in subsection (b) of this Code section, a claim against the corporation not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its members, officers, directors, and distributees unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later. (e) Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section: (1) Against the corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him. 14-3-1409. (a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor; (4) A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Department of Administrative Services as provided in Code Section 14-3-1440; (5) A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action; and 1498 JOURNAL OF THE HOUSE, (6) A statement that, if required, it notified the Attorney General of its intent to dissolve. (b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the members, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name. (c) Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described. 14-3-1410. (a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration. (b) If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows: (1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and (2) That the revival will not injure the corporation's members, creditors, or the public. (c) As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its Part 2 14-3-1420. The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if: (1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution; (2) The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due; (3) The corporation is without a registered agent or registered office in this state for 60 days or more; or (4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. THURSDAY, FEBRUARY 28, 1991 1499 14-3-1421. (a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406. Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408, respectively. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. 14-3-1422. (a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) Recite the name of the corporation and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; (3) State that the corporation's name satisfies the requirements of Code Section 14-3-401; (4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and (5) Be accompanied by an amount equal to the total annual registration fees and penalties that would have been payable during the periods between dissolution and reinstatement, plus the fee required for the application for reinstatement, and any other fees and penalties payable for earlier periods. (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Code Section 14-3-504. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. 14-3-1423. (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-3-504 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court's final decision may be appealed as in other civil proceedings. 1500 JOURNAL OF THE HOUSE, Parts 14-3-1430. The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained its articles of incorporation through fraud; or (B) The corporation has continued to exceed or abuse the authority conferred upon it by law; (2) In a proceeding by a member if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or (D) The corporate assets are being misapplied or wasted; (3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution. 14-3-1431. (a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-3-1430 lies in the county where a corporation's registered office is or was last located. (b) It is not necessary to make members or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. 14-3-1432. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) May sue and defend in his own name as receiver of the corporation in all courts of this state; or THURSDAY, FEBRUARY 28, 1991 1501 (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. (d) The court, during a receivership, may redesignate the receiver a custodian and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his attorney from the assets of the corporation or proceeds from the sale of the assets. 14-3-1433. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve. (b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-3-1406. Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 respectively. (c) When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its members or provided for or such assets have been deposited with the Department of Administrative Services as provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution. Part 4 14-3-1440. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Department of Administrative Services for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Department of Administrative Services shall pay him or his representative that amount. After the Department of Administrative Services has held the unclaimed cash for six months, the Department of Administrative Services shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Department of Administrative Services by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Department of Administrative Services. ARTICLE 15 Part 1 14-3-1501. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section: (1) Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; (2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs; (3) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts; 1502 JOURNAL OF THE HOUSE, (4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (5) Effecting sales through independent contractors; (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation; (7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same; (8) Securing or collecting debts or enforcing any rights in property securing the same; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature; (11) Effecting transactions in interstate or foreign commerce; (12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; or (13) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state. (c) The list of activities in subsection (b) of this Code section is not exhaustive. (d) This chapter shall not be deemed to establish a standard for activities which may subject a foreign corporation to taxation or to service of process under any of the laws of this state. 14-3-1502. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state with- out a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state unless before the commencement of the proceeding the foreign corporation or its successor obtains a certificate of authority. (c) Notwithstanding subsections (a) and (b) of this Code section, the failure of a for- eign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. 14-3-1503. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-3-1506; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation and period of duration; (4) The mailing address of its principal office; (5) The address of its registered office in this state and the name of its registered agent at that office; and (6) The names and usual business addresses of its current directors and officers. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. 14-3-1504. (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The requirements of Code Section 14-3-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section. THURSDAY, FEBRUARY 28, 1991 1503 14-3-1505. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights under this chapter and has the same but no greater privileges under this chapter as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. 14-3-1506. (a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-3-401 the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or the name of its state of incorporation to its corporate name for use in this state; or (2) May use a fictitious or trade name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious or trade name. (b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from: (1) The corporate name of a corporation, whether for profit or not for profit, incorporated or authorized to transact business in this state; (2) A corporate name reserved or registered under this chapter or Chapter 2 of this title; (3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and (4) The name of a limited partnership or professional association reserved or filed with the Secretary of State under this title. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if the other corporation files with the Secretary of State articles of amendment to its articles of incorporation changing its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation. (d) A foreign corporation may use the name (including the fictitious name) of another domestic or foreign corporation whether for profit or not for profit that is used in this state if the other corporation is incorporated or authorized to transact business in this state and: (1) The foreign corporation has merged with the other corporation; (2) The foreign corporation has been formed by reorganization of the other corporation; or (3) The other domestic or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Code Section 14-3-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of Code Section 14-3-401 and obtains an amended certificate of authority under Code Section 14-3-1504. 14-3-1507. Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and 1504 JOURNAL OF THE HOUSE, (2) A registered agent, who may be: (A) An individual who resides in this state and whose business office is identical with the registered office; (B) A domestic corporation or domestic business corporation whose business office is identical with the registered office; or (C) A foreign corporation or foreign business corporation authorized to transact business in this state whose business office is identical with the registered office. 14-3-1508. (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) Its name; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of its new registered office; (4) The name of its current registered agent; and (5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical, (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section. 14-3-1509. (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) On or before the date of filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, or secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named, and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed, on or before the date of filing of the statement. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed. 14-3-1510. (a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of any process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation, or a person holding a position comparable to any of the foregoing, at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration. Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State. (c) Service is perfected under subsection (b) of this Code section at the earliest of: (1) The date the foreign corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. (d) This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. (e) For service in a proceeding to enforce any obligation of a domestic corporation party to a merger, see subsection (b) of Code Section 14-3-1106. THURSDAY, FEBRUARY 28, 1991 1505 Part 2 14-3-1520. (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which a copy of any process served on the Secretary of State under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and (5) A commitment to notify the Secretary of State in the future of any change in its mailing address. (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section. Part 3 14-3-1530. The Secretary of State may commence a proceeding under Code Section 14-3-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due; (2) The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law; (3) The foreign corporation is without a registered agent or registered office in this state for 60 days or more; (4) The foreign corporation does not inform the Secretary of State under Code Section 14-3-1508 or 14-3-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance; (5) An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or (6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger. 14-3-1531. (a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1530 for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, by first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent. (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided 1506 JOURNAL OF THE HOUSE, to the corporation, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. (c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority. (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. 14-3-1532. (a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-3-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. Part 4 14-3-1540. (a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the members thereof shall have all the rights, privileges, and immunities and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the members thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter. (b) Whenever the term 'foreign corporation authorized to transact business in this state' is used in this chapter, it shall be deemed to include domesticated foreign corporations, except where the context or this chapter otherwise requires. ARTICLE 16 Part 1 14-3-1601. (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. THURSDAY, FEBRUARY 28, 1991 1507 (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. 14-3-1602. (a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all amendments to them currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by either its members or board of directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members; (4) Resolutions adopted by either its members or board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members; (5) The minutes of all meetings of members and records of all actions approved by the members for the past three years; (6) All written communications to members generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-3-1620; (7) A list of the names and business or home addresses of its current directors and officers; and (8) Its most recent annual report delivered to the Secretary of State under Code Section 14-3-1622. (b) A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection (a) of this Code section if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy. (c) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (d) of this Code section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or the board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section; (2) Accounting records of the corporation; and (3) Subject to Code Section 14-3-1605, the membership list. (d) A member may inspect and copy the records identified in subsection (c) of this Code section only if: (1) The member's demand is made in good faith and for a proper purpose that is reasonably relevant to the member's legitimate interest as a member; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; (3) The records are directly connected with this purpose; and (4) The records are to be used only for the stated purpose. (e) This Code section does not affect: (1) The right of a member to inspect records under Code Section 14-3-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of this chapter, to compel the production of corporate records for examination. 14-3-1603. (a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under Code Section 14-3-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. 1508 JOURNAL OF THE HOUSE, (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (d) A corporation shall convert into written form without charge any record not in written form, upon written request of a person entitled to inspect it. (e) The corporation may comply with a member's demand to inspect the record of members under paragraph (3) of subsection (c) of Code Section 14-3-1602 by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. 14-3-1604. (a) If a corporation does not allow a member who complies with subsection (b) Code Section 14-3-1602 to inspect and copy any records required by that subsection to be available for inspection, the superior court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of Code Section 14-3-1602 may apply to the superior court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable attorneys' fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. 14-3-1605. Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Sold to or purchased by any person. Part 2 14-3-1620. (a) A corporation upon written demand from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. (b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records: (1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. 14-3-1621. If a corporation indemnifies or advances expenses to a director under Code Section 14-3-851, 14-3-852, 14-3-853, or 14-3-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification THURSDAY, FEBRUARY 28, 1991 1509 or advance in writing to the members with or before the notice of the next meeting of members. 14-3-1622. (a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address and county of its registered office and the name of its registered agent at that office in this state; (3) The mailing address of its principal office, if any; and (4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions. (b) Information in the annual registration must be current as of the date the annual registration is executed on behalf of the corporation. (c) The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years. (d) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed. ARTICLE 17 14-3-1701. (a) Subject to the limitations of subsection (b) of this Code section, this chapter shall apply: (1) To all nonprofit corporations, existing on or formed after July 1, 1991, including nonprofit corporations organized under any prior general corporation law of this state or under Chapter 3 of Title 14 of the Official Code of Georgia Annotated in effect prior to July 1, 1991, that is repealed by this chapter; (2) To all nonprofit corporations created by special Act of the General Assembly as to which power has been reserved to withdraw the franchise; (3) To any nonprofit corporation, organization, or association, to the extent that the former general corporation law of this state or any of its provisions or this chapter or any of its provisions specifically have been or shall be made applicable to such corporation, organization, or association; and (4) To any corporation organized under any statute of this state or if it were originally created by special Act of the General Assembly without reservation of power to withdraw the franchise, if under any prior general corporation law of this state applicable to nonprofit corporations such corporation either has amended its charter or has been a party to a merger or a consolidation, and also to any such corporation which after July 1, 1991, in an amendment to its articles of incorporation or restatement of the articles of incorporation or in a merger or a consolidation, elects to be subject to this chapter. Any such corporation shall have all the rights, privileges, franchises, immunities, and powers and shall be subject to all the duties, liabilities, and disabilities of a corporation to which this chapter applies as well as of the statute or special Act by which such corporation was originally created; but in the event of a conflict between such statute or special Act and this chapter, such statute or special Act shall govern, (b) This chapter shall not apply: 1510 JOURNAL OF THE HOUSE, (1) To corporations organized under a statute of this state other than either this chapter or any prior general corporation law, except to the extent that the former general corporation law of this state applicable to nonprofit corporations or any of its provisions or this chapter or any of its provisions specifically have been or shall be made applicable to such corporations; (2) To any corporation originally created by special Act of the General Assembly as to which power has not been reserved to withdraw the franchise, except as otherwise provided in subsection (a) of this Code section; (3) To any corporation originally created by special Act of the General Assembly as to which power has been reserved to withdraw the franchise, if the purpose of the corporation would require its organization to take place under a statute other than this chapter, if it were being organized after July 1, 1991, except to the extent that the former general corporation law of this state or any of its provisions or this chapter or any of its provisions specifically have been or shall be made applicable to corporations organized for that purpose; (4) To any public authority created by special Act of the General Assembly, except to the extent that the former general corporation law of this state or any of its provisions or this chapter or any of its provisions specifically have been or shall be made applicable to such public authority; or (5) To corporations of any class to the extent that such class is specifically exempted from this chapter or any of its provisions. (c) This chapter shall not impair the existence of any nonprofit corporation existing on July 1, 1991. Subject to Code Section 14-3-610, any such existing corporation to which this chapter is applicable and its members, directors, and officers shall have the same rights and be subject to the same limitations, restrictions, liabilities, and penalties as a corporation formed under this chapter and its members, directors, and officers. (d) If the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, contain any provisions that were not authorized or permitted by the prior general corporation law of this state but which are authorized or permitted by this chapter, the provisions of the articles of incorporation, charter, or bylaws shall be valid on and from that date, and action may be taken on and from that date in reliance on those provisions. (e) This chapter shall apply to commerce with foreign nations and among the several states only insofar as the application may be permitted under the Constitution and laws of the United States. 14-3-1702. A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter. A foreign corporation that is authorized to transact business or conduct affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority. 14-3-1703. (a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal, except as provided in Code Section 14-3-1408; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed; (3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred; (5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or THURSDAY, FEBRUARY 28, 1991 1511 (6) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent, (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter." Section 2. Said title is further amended by striking Code Section 14-5-40, relating to the applicability of Chapter 3 of Title 14, and inserting in lieu thereof a new Code Section 14-5-40 to read as follows: "14-5-40. Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for religious, fraternal, or educational purposes, including incorporated churches, religious and fraternal societies, schools, academies, colleges, or universities which are 'nonprofit corporations' as that term is defined in paragraph {&) (21) of Code Section 14-3-2 14-3-140." Section 3. This Act shall become effective on July 1, 1991. Section 4. All laws and parts of laws in conflict with this Act are repealed. The report of the Committee, which was favorable to the passage of the Bill, by substitute, was agreed to. On the passage of the Bill, by substitute, the roll call was ordered and the vote was as follows: Y Abernathy Y Adams Y Aiken Alford Y Atkins Y Baker Y Balkcom Y Barfoot Bargeron Y Barnett,B Y Barnett.M Y Bates Y Beatty Y Benefield Y Birdsong Blitch Y Bordeaux Y Bostick Y Branch Y Breedlove Y Brooks Y Brown Y Brush YBuck Y Buckner YByrd Y Campbell Canty Y Carrell Y Carter Y Chafm Y Chambless Y Cheeks Y Childers Y Clark,E Y Clark.H Y Clark,L Y Coker Y Coleman Y Colwell Y Connell Y Culbreth Y Cummings.B Y Cummings.M Y Davis,G Y Davis.M Dixon.H Y Dixon,S Y Dobbs Y Dover Dunn Y Edwards Y Elliott Y Felton Y Fennel Y Floyd.J.M Y Floyd.J.W Y Flynt Y Godbee Y Golden Y Goodwin Y Green Y Greene Y Griffin Y Groover Y Hamilton Y Hammond Hanner Y Harris.B Y Harris,J Y Heard Y Henson Y Herbert Y Hightower Y Holland Y Holmes Y Howard Y Hudson Y Irwin Y Jackson Y Jamieson Y Jenkins Y Jones Y Kilgore YKing Y Kingston Klein YLadd Y Lane.D Y Lane.R Y Langford Y Lawrence Y Lawson YLee Long Lord Lucas Y Lupton YMann Y Martin Y McCoy Y McKelvey Y McKinney.B McKinney.C Y Meadows Y Merritt Y Milam Y Mills Y Mobley Y Moody Y Morsberger Y Moultrie Y Mueller Y Oliver.C Y Oliver.M YOrr Y Orrock Y Padgett Y Parham Y Parrish Y Patten Y Pelote Y Perry Y Pettit Y Pinholster Pinkston YPoag Porter Poston Y Powell,A Y Powell.C Y Purcell Y Randall YRay Y Reaves Redding Y Ricketson Y Royal Y Selman Y Sherrill Y Simpson Y Sinkfield Y Skipper Y Smith.L Y Smith.P Y Smith.T Y Smith,W Smyre YSnow Y Stancil.F Y Stancil.S Stanley Y Stephens Y Streat Y Taylor Y Teper Y Thomas.C Y Thornas.M Y Thomas.N Y Thurmond Y Titus Y Tolbert Townsend Turnquest Y Twiggs Y Valenti Y Vaughan Walker.J Y Walker.L Y Wall Y Ware Y Watson Y Watts Y White Y Wilder Y Williams.B Y Williams,J Y Williams.R Y Yeargin Murphy.Spkr On the passage of the Bill, by substitute, the ayes were 158, nays 0. The Bill, having received the requisite constitutional majority, was passed, by substitute. 1512 JOURNAL OF THE HOUSE, HB 707. By Representatives Balkcom of the 140th, McKelvey of the 15th, Moultrie of the 93rd and Meadows of the 91st: A bill to amend Article 1 of Chapter 7 of Title 52 of the Official Code of Georgia Annotated, relating to general provisions applicable to the "Georgia Boat Safety Act," so as to define a certain term; to repeal certain provisions relating to a penalty for late renewal of boat registrations. The report of the Committee, which was favorable to the passage of the Bill, was agreed to. On the passage of the Bill, the ayes were 106, nays 5. The Bill, having received the requisite constitutional majority, was passed. The following Resolutions of the House favorably reported by the Committee on Rules, were read and adopted: HR 381. By Representatives Long of the 142nd, Royal of the 144th, Titus of the 143rd and Patten of the 149th: A resolution commending Trooper First Class Henry W. "Hank" Fielding, Jr., and inviting him to appear before the House of Representatives. HB 383. By Representative Ray of the 98th: A resolution commending the Fifth Annual Georgia Peach Festival and inviting a representative of the festival to appear before the House; and for other purposes. Under the general order of business, established by the Committee on Rules, the following Bills of the House were taken up for consideration and read the third time: HB 550. By Representatives Smyre of the 92nd, Oliver of the 53rd, McKelvey of the 15th and Martin of the 26th: A bill to amend Part 1 of Article 6 of Chapter 9 of Title 34, relating to the payment of compensation for medical attention, so as to authorize the assessment of a penalty against an employer for the failure to pay medical benefits within a certain time period. The following Committee substitute was read and adopted: A BILL To amend Part 1 of Article 6 of Chapter 9 of Title 34 of the Official Code of Georgia Annotated, relating to the payment of compensation for medical attention, so as to authorize the assessment of a penalty against an employer for the failure to pay medical benefits within a certain time period; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Part 1 of Article 6 of Chapter 9 of Title 34 of the Official Code of Georgia Annotated, relating to the payment of compensation for medical attention, is amended by striking Code Section 34-9-200, relating to compensation for medical care, artificial members, and other treatment and supplies, in its entirety and inserting in its place a new Code Section 34-9-200 to read as follows: THURSDAY, FEBRUARY 28, 1991 1513 "34-9-200. (a) The employer shall furnish the employee entitled to benefits under this chapter such medical, surgical, and hospital care and other treatment, items, and services which are prescribed by a licensed physician, including medical and surgical supplies, artificial members, and prosthetic devices and aids damaged or destroyed in a compensable accident, which in the judgment of the State Board of Workers' Compensation shall be reasonably required and appear likely to effect a cure, give relief, or restore the employee to suitable employment. (b) Where the employer is obligated to furnish medical, surgical, and hospital care and other treatment, items, and services as provided in subsection (a) of this Code section, payment for such services shall be made not later than 60 days after receipt of charges by the employer, provided that such charges are submitted properly by the employee or the provider of treatment or services on appropriate forms prescribed by the board with all supporting office notes, consultation reports, hospital records, admission and discharge summaries, and other supporting narrative as required by rules of the board. If the employer fails to make payments for medical benefits required by subsection (a) of this Code section within 60 days following receipt of properly submitted charges with supporting narrative, the administrative law judge or the board, in his or its discretion, shall be authorized to assess a penalty of 20 percent of the amount of such charges for medical benefits and to direct the payment of the penalty to the provider of the treatment or services. {b} (c) Upon the request of an employee or an employer, the board may in its judgment, after giving notice in writing of the request to all interested parties and allowing any interested party ten days from the date of said notice to file in writing its objections to the request, order a change of physician or treatment and designate other treatment or another physician; and, in such case, the expenses shall be borne by the employer upon the same terms and conditions as provided in subsection (a) of this Code section. {e) (d) The refusal of the employee without reasonable cause to accept either medical, surgical, or hospital care or other treatment, as provided by this Code section, when ordered by the board, shall entitle the board in its discretion to suspend or reduce the compensation otherwise payable to such employee unless in the opinion of the board the circumstances justify the refusal, as determined in the manner provided under Code Section 34-9-100. The board may require recommendations from a panel of specialists in determining whether or not suspension or reduction of compensation is justified. {d} (e) If an emergency arises and the employer fails to provide the medical or other care as specified in this Code section, or if other compelling reasons force the employee to seek temporary care, the employee is authorized to seek such temporary care as may be necessary. The employer shall pay the reasonable costs of the temporary care if ordered by the board." Section 2. All laws and parts of laws in conflict with this Act are repealed. The report of the Committee, which was favorable to the passage of the Bill, by substitute, was agreed to. On the passage of the Bill, by substitute, the roll call was ordered and the vote was as follows: Abernathy N Adams Y Aiken Y Alford Y Atkins Baker Y Balkcom N Barfoot Y Bargeron Y Barnett,B Y Barnett,M N Bates Y Beatty Y Benefield Y Birdsong N Blitch Y Bordeaux Y Bostick Y Branch N Breedlove Y Brooks Y Brown N Brush YBuck Y Buckner Byrd Y Campbell Canty N Carrell N Carter Y Chafin Y Chambless Y Cheeks Y Childers Y Clark.E Y Clark.H N Clark.L Y Coker Y Coleman N Colwell Connell Y Culbreth Cummings,B Cummings.M Y Davis.G N Davis.M Dixon.H Y Dixon.S Dobbs Y Dover Dunn Edwards N Elliott Felton Y Fennel N FIoyd.J.M N Floyd.J.W Y Flynt N Godbee N Golden Y Goodwin Y Green Y Greene Y Griffin Groover Y Hamilton Y Hammond Manner Y Harris.B Y Harris.J 1514 JOURNAL OF THE HOUSE, Y Heard Y Henson Y Herbert Y Hightower N Holland Y Holmes Y Howard N Hudson N Irwin Y Jackson Jamieson Jenkins Y Jones Y Kilgore YKing N Kingston Y Klein YLadd Lane,D Y Lane,R Y Langford Y Lawrence Lawson YLee Long Lord Y Lucas Lupton NMann Martin Y McCoy Y McKelvey McKinney.B McKinney.C N Meadows Y Merritt N Milam Y Mills Y Mobley N Moody Y Morsberger N Moultrie N Mueller N Oliver.C Y Oliver.M YOrr Y Orrock Y Padgett Y Farham Y Parrish N Patten Y Pelote N Perry Pettit N Pinholster Pinkston YPoag Porter Poston N Powell,A Y Powe!l,C N Purcell Y Randall YRay N Reaves Y Redding Ricketson Y Royal Y Selman Y Sherrill Simpson Y Sinkfield Skipper N Smith.L Y Smith,P Smith.T Y Smith.W Y Smyre YSnow Y Stancil.F Y Stancil.S Y Stanley Y Stephens N Streat Y Taylor Teper Thomas.C Y Thomas.M Y Thomas.N Y Thurmond N Titus Y Tolbert Townsend Turnquest Twiggs Y Valenti Y Vaughan Walker,J Y Walker.L Y Wall Y Ware Watson Y Watts Y White N Wilder Y Williams.B Williams.J Y Williams.R Y Yeargin Murphy.Spkr On the passage of the Bill, by substitute, the ayes were 102, nays 37. The Bill, having received the requisite constitutional majority, was passed, by substitute. Representative Colwell of the 4th gave notice that at the proper time he would move that the House reconsider its action in giving the requisite constitutional majority to HB 550. HB 474. By Representatives Orrock of the 30th, Morsberger of the 62nd, Redding of the 50th and Selman of the 32nd: A bill to amend Chapter 28 of Title 43 of the Official Code of Georgia Annotated, relating to the licensing of occupational therapists, so as to change definitions, to authorize the State Board of Occupational Therapy to contract for examination services; to modify licensure and examination requirements. The following Committee substitute was read and adopted: A BILL To amend Chapter 28 of Title 43 of the Official Code of Georgia Annotated, relating to the licensing of occupational therapists, so as to change definitions, to authorize the State Board of Occupational Therapy to contract for examination services; to modify licensure and examination requirements; to provide for limited permits and the use of certain letters; to provide for use of physical agent modalities and requirements and rules relating thereto; to provide for the imposition of a fine; to modify license renewal procedures; to modify exceptions for operation of the chapter; to repeal conflicting laws; and for other purposes. BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: Section 1. Chapter 28 of Title 43 of the Official Code of Georgia Annotated, relating to the licensing of occupational therapists, is amended by striking paragraph (5) of Code Section 43-28-3, relating to definitions, in its entirety and inserting in lieu thereof a new paragraph (5) to read as follows: "(5) 'Occupational therapy" includes but is not limited to the following: (A) Evaluation and treatment of individuals whose abilities to cope with the tasks of living are threatened or impaired by developmental deficiencies, the aging process, learning disabilities, poverty and cultural differences, physical injury or disease, psychological and social disabilities, or anticipated dysfunction. The treatment utilizes THURSDAY, FEBRUARY 28, 1991 1515 taak-oricntcd task oriented activities to prevent or correct physical^ cognitive, or emotional deficiencies or to minimize the disabling effect of these deficiencies in the life of the individual; (B) Such evaluation techniques as assessment of sensory motor abilities, assessment of the development of self-care activities and capacity for independence, assessment of the physical capacity for prevocational and work tasks, assessment of play and leisure performance, and appraisal of living areas for the handicapped; and (C) Specific occupational therapy techniques, such as activity analysis, activities of daily living skills, the fabrication and application of splinting splints and adaptive devices, sensory motor activities, the use of specifically designed manual and creative activities, guidance in the selection and use of adaptive equipment, specific exercises and physical agent modalities to enhance physical functional performance, work capacities, and treatment techniques for physical capabilities far werk- activities and cognitive retraining. Such techniques are applied in the treatment of individual patients or clients, in groups2 or through social systems." Section 2. Said chapter is further amended by striking paragraphs (7) and (8) of Code Section 43-28-3, relating to definitions, and inserting in lieu thereof new paragraphs to read as follows: "(7) 'Occupational therapy assistant' means a person licensed to assist the occupational therapist in the practice of occupational therapy under the supervision of or with the consultation of the licensed occupational therapist and whose license is in good standing. (8) 'Person' means a natural person only, not a legal entity. (9) 'Physical agent modalities' means treatment techniques which utilize heat, light, sound, cold, electricity, or mechanical devices and also means electrical therapeutic modalities which induce heat or electrical current beneath the skin, including but not limited to therapeutic ultrasound, galvanism, microwave, diathermy, and electromuscular stimulation, and also means hydrotherapy." Section 3. Said chapter is further amended by striking subsection (b) of Code Section 43-28-7, relating to the general powers and duties of the State Board of Occupational Therapy, in its entirety and inserting in lieu thereof a new subsection (b) to read as follows: "(b) The board shall have the responsibility of evaluating the qualifications and supervising the examinations providing for the examination of applicants for licensure under this chapter and shall assist the joint-secretary in carrying out this chapter. The joint-secretary shall have the authority to contract with an outside agency for services providing for the supervision and administration of the examination as needed." Section 4. Said chapter is further amended by adding after Code Section 43-28-8 a new Code section to read as follows: "43-28-8.1. (a) No person shall utilize occupational therapy techniques involving physical agent modalities unless such person: (1) Is licensed according to this chapter; and (2) Has utilized such modalities before July 1, 1991, furnishes to the board prior to July 1, 1992, sufficient proof of such prior use, and demonstrates to the board competence in the use of such modalities determined by the board to have been so used prior to July 1, 1991; or (3) Has successfully completed a minimum of 90 hours of instruction or training approved by the board which covers the following subjects: (A) Principles of physics related to specific properties of light, water, temperature, sound, or electricity, as indicated by selected modality; (B) Physiological, neurophysiological, and electrophysiological, as indicated, changes which occur as a result of the application of the selected modality; (C) The response of normal and abnormal tissue to the application of the modality; (D) Indications and contraindications related to the selection and application of the modality; 1516 JOURNAL OF THE HOUSE, (E) Guidelines for treatment or administration of the modality within the philosophical framework of occupational therapy; (F) Guidelines for educating the patient including instructing the patient to the process and possible outcomes of treatment, including risks and benefits; (G) Safety rules and precautions related to the selected modality; (H) Methods for documenting the effectiveness of immediate and long-term effects of treatment; and (I) Characteristics of the equipment including safe operation, adjustment, and care of the equipment. (b) The board shall promulgate rules and regulations specifically pertaining to the use of physical agent modalities by a person licensed under this chapter." Section 5. Said chapter is further amended by striking paragraph (2) of subsection (a) of Code Section 43-28-9, relating to the qualifications of license applicants, in its entirety and inserting in lieu thereof a new paragraph (2) to read as follows: "(2) Has successfully completed the academic requirements of an educational program in occupational therapy recognized by the board, with concentration in biological or physical science, psychology, and sociology and with education in selected manual skills. For an occupational therapist, such a program shall be accredited by the American Occupational Therapy Association in collaboration with the American Medical Association. For an occupational therapy assistant, such a program shall be approved by the American Occupational Therapy Association^ Other comparable educational programs such as those approved by the World Federation of Occupational Therapists may be recognized by the board upon evaluation of detailed program and course content;" Section 6. Said chapter is further amended by striking Code Section 43-28-10, relating to examinations generally, in its entirety and inserting in lieu thereof a new Code Section 43-28-10 to read as follows: "43-28-10. (a) A person applying for licensure shall demonstrate his eligibility in accordance with the requirements of Code Section 43-28-9 and shall make application for examination upon a form and in such a manner as the board shall prescribe. Such application shall be accompanied by the fee prescribed by the board. A person who fails an examination may make reapplication for reexamination accompanied by the prescribed fee. (b) Each applicant for licensure under this chapter shall be examined by the board in written examination to test his knowledge of the basic and clinical sciences relating to occupational therapy and occupational therapy theory and practice, including the applicant's professional skills and judgment in the utilization of occupational therapy techniques and methods and such other subjects as the board may deem useful to determine the applicant's fitness to practice. The board shall establish the standards for acceptable performance by the applicant. (c) Examinations shall be given at least twice a year and the joint-secretary shall give reasonable public notice ef such examinations in accordance with his rates and reg- vidual applicants for the examination ef the time and pktee ef their administration. (d) Applicants may obtain their examination scores and may review their papers in accordance with such rules and regulations as the board may establish." Section 7. Said chapter is further amended by striking Code Section 43-28-11, relating to the waiver of examination and reciprocity, in its entirety and inserting in lieu thereof a new Code Section 43-28-11 to read as follows: "43-28-11. te) T-he board shall waive the examination and grant a license te any person certified prior to duly T; J.yb, ds 8ft oecupfl11onfti tnefflpist registered \\J i *\) or ds ft certiiled occupstionfli mopflpy ftssistsnt \\j\) i. n) Dy tfte AHiencftR trcctipdt'tottfti perse se certified after tJly 4j 1076, if the board considers the requirements (or certification te be equivalent te the requirements for licensure in this chapter. {te} The board may waive the examination and grant a license to any applicant who shall present proof of current licensure as an occupational therapist or an occupational THURSDAY, FEBRUARY 28, 1991 1517 therapy assistant in another state, the District of Columbia, or territory of the United States, which requires standards for licensure considered by the board to be equivalent to the requirements for licensure of this chapter. {) 3%e beard sfeaH waive th education and experience requirements tot liccnaurc i paragraphs {2} and {3} ef Code Section 43-28-0 fef applicants for liccnaufc whe present evidence %o tne DOflFd tnot tttey nsve Deen eng&ged m tne prsctice of occupQtionfti oftepftpy OR flnd prior to tiuiy xy iu y Suostltute HB 822 Do Pass, by Substitute HB 889 Do Pass SB 26 Do Pass Respectfully submitted, /s/ Thomas of the 69th Chairman The following minority report was received and read: February 28, 1991 Groover of the 99th files a minority report on House Bill 794 and would recommend that the substitute be amended with respect to permissible fees. /s/ Denmark Groover District 99 Representative Randall of the 101st District, Chairman of the Committee on Special Judiciary, submitted the following report: Mr. Speaker: Your Committee on Special Judiciary has had under consideration the following Bills of the House and Senate and has instructed me to report the same back to the House with the following recommendations: HB 426 Do Pass, by Substitute HB 244 Do Pass, by Substitute HB 718 Do Pass SB 210 Do Pass HB 694 Do Pass HB 566 Do Pass, by Substitute THURSDAY, FEBRUARY 28, 1991 1541 Respectfully submitted, /s/ Randall of the 101st Chairman Representative Colwell of the 4th District, Chairman of the Committee on State Institutions & Property, submitted the following report: Mr. Speaker: Your Committee on State Institutions & Property has had under consideration the following Resolution of the House and has instructed me to report the same back to the House with the following recommendation: HR 352 Do Pass, by Substitute Respectfully submitted, /s/ Colwell of the 4th Chairman Representative Lane of the 27th District, Chairman of the Committee on State Planning & Community Affairs, submitted the following report: Mr. Speaker: Your Committee on State Planning & Community Affairs has had under consideration the following Bills of the House and has instructed me to report the same back to the House with the following recommendations: HB 437 Do Pass, by Substitute HB 825 Do Pass Respectfully submitted, /s/ Lane of the 27th Chairman Representative Benefield of the 72nd District, Chairman of the Committee on Transportation, submitted the following report: Mr. Speaker: Your Committee on Transportation has had under consideration the following Bills and Resolution of the House and has instructed me to report the same back to the House with the following recommendations: HB 782 Do Pass, by Substitute HB 850 Do Pass HR 380 Do Pass Respectfully submitted, /s/ Benefield of the 72nd Chairman Representative Dover of the llth District, Chairman of the Committee on Ways & Means, submitted the following report: Mr. Speaker: 1542 JOURNAL OF THE HOUSE, Your Committee on Ways & Means has had under consideration the following Bill of the House and has instructed me to report the same back to the House with the following recommendation: HB 489 Do Pass Respectfully submitted, /a/ Dover of the llth Chairman Representative Walker of the 115th moved that the House do now adjourn until 10:00 o'clock, tomorrow morning and the motion prevailed. The Speaker Pro Tern announced the House adjourned until 10:00 o'clock, tomorrow morning. FRIDAY, MARCH 1, 1991 1543 Representative Hall, Atlanta, Georgia Friday, March 1, 1991 The House met pursuant to adjournment at 10:00 o'clock, A.M., this day and was called to order by the Speaker. The roll was called and the following Representatives answered to to their names: Adams Aiken Alford Atkins Baker Balkcom Barfoot Bargeron Barnett,B Barnett,M Bates Birdsong Blitch Bordeaux Branch Breedlove Brooks Brown Brush Buckner Byrd Campbell C,antv11 Chambless Cheeks Childers Clark.E Clark.H Clark.L Coker Coleman Colwell Connell Culbreth Cummings.B Cummings,M Davis.G Davis.M Dixon.H Dixon,S Dobbs Dover Edwards Elliott Fennel Floyd,J.M Floyd,J.W Golden Goodwin Green Greene Griffin Groover Hamilton Hammond Hanner Harris.B Harris,J Heard Henson Herbert Hightower Holland Howard Hudson Irwin Jackson Jamieson Jenkins Jones Kilgore King Kingston Klein Ladd Lane.D Lane.R Langford Lawrence Lawson Lee Long Lord Mann McCoy McKelvey McKinney.B McKinney.C Meadows Milam Mills Mobley Moody Morsberger Moultrie Mueller Oliver.C 01iver,M Orr Padgett Parham Parrish Patten Pelote Perry Pettit Poag Poston Powell.A Powell.C Purcell Randall Reaves Ricketson Royal Selman Sherrill Simpson Sinkfield Skipper Smith.L Smith.P Smith.T Smith.W Snow Stancil.F Stancil.S Stephens Streat Taylor Teper Thomas.M Titus Tolbert Townsend Turnquest Valenti Vaughan Walker,J Wall Ware Watson Watts Wilder Williams.B Williams.J Yeargin Murphy,Spkr Prayer was offered by the Reverend Claude E. Smithmier, Pastor, First United Methodist Church, Toccoa, Georgia. The members pledged allegiance to the flag. Representative Bargeron of the 108th, Chairman of the Committee on Journals, reported that the Journal of the previous legislative day had been read and found to be correct. By unanimous consent, the reading of the Journal was dispensed with. The Journal was confirmed. By unanimous consent, the following was established as the order of business during the first part of the period of unanimous consents: 1. Introduction of Bills and Resolutions. 2. First reading and reference of House Bills and Resolutions. 3. Second reading of Bills and Resolutions. 4. Reports of Standing Committees. 1544 JOURNAL OF THE HOUSE, 5. Third reading and passage of Local uncontested Bills. 6. First reading and reference of Senate Bills and Resolutions. By unanimous consent, the following Bills of the House were introduced, read the first time and referred to the committees: HB 951. By Representative Green of the 106th: A bill to amend an Act creating the Board of County Commissioners of Hancock County, so as to change the compensation provisions relating to the chairman and other members of the board of commissioners; to provide for cost-of-living increases in compensation. Referred to the Committee on State Planning & Community Affairs - Local. HB 952. By Representative Green of the 106th: A bill to amend an Act creating the Board of Commissioners of Putnam County, so as to change the provisions relating to the compensation of the members of the board of commissioners; to provide for cost-of-living increases in compensation. Referred to the Committee on State Planning & Community Affairs - Local. HB 953. By Representative Hudson of the 117th: A bill to provide for the Board of Education of Pulaski County and consolidate and restate provisions of law relating to the board; to provide for the nonpartisan nomination and election of the members of the Board of Education of Pulaski County upon the expiration of regular terms of office. Referred to the Committee on State Planning & Community Affairs - Local. HB 954. By Representative Beatty of the 12th: A bill to amend Article 5 of Chapter 2 of Title 20 of the Official Code of Georgia Annotated, relating to local school superintendents, so as to provide that each local school superintendent shall be paid a certain minimum salary. Referred to the Committee on Education. HB 955. By Representatives Coleman of the 118th and Walker of the 115th: A bill to amend Chapter 80 of Title 36 of the Official Code of Georgia Annotated, relating to general provisions relative to counties, municipal corporations, and other governmental entities, and to amend Chapter 1 of Title 50 of the Official Code of Georgia Annotated, relating to general provisions relative to state government, so as to require that the official stationery of each public official, municipal corporation, county, board of education, state department, agency, board, bureau, commission, court, or member of the General Assembly shall contain the telephone number of such official or entity. Referred to the Committee on Rules. FRIDAY, MARCH 1, 1991 1545 HB 956. By Representative Abernathy of the 39th: A bill to amend Chapter 13 of Title 48 of the Official Code of Georgia Annotated, relating to specific, business, and occupation taxes, so as to impose a state tax on consumer rental of motion pictures, video recordings, and video cassettes. Referred to the Committee on Ways & Means. By unanimous consent, the rules were suspended in order that the following Bills and Resolution of the House could be introduced, read the first time and referred to the committees: HB 957. By Representatives Walker of the 115th and Ray of the 98th: A bill to repeal an Act providing designated registration periods for registration of motor vehicles in Macon County. Referred to the Committee on State Planning & Community Affairs - Local. HB 958. By Representatives Lane of the lllth, Godbee of the 110th, Purcell of the 129th and Mueller of the 126th: A bill to amend Code Section 15-6-2 of the Official Code of Georgia Annotated, relating to the number of superior court judges for each judicial circuit, so as to create a new third judgeship for the Ogeechee Judicial Circuit. Referred to the Committee on Judiciary. HB 959. By Representative Thurmond of the 67th: A bill to amend Code Section 20-2-11 of the Official Code of Georgia Annotated, relating to the supervision of the Department of Education by the State Board of Education, so as to provide that the State Board of Education may delegate certain powers to the State School Superintendent. Referred to the Committee on Education. HB 960. By Representatives Wilder of the 21st, Clark of the 20th (Post 3), Clark of the 20th (Post 4), Klein of the 21st, Vaughan of the 20th and others: A bill to amend an Act creating the Cobb Judicial Circuit, so as to change the provisions relative to the supplement of the district attorney and the compensation of the chief assistant district attorney, assistant district attorneys, the chief investigator, and investigators. Referred to the Committee on State Planning & Community Affairs - Local. HB 961. By Representatives Clark of the 20th (Post 4), Clark of the 20th (Post 3), Wilder of the 21st, Hammond of the 20th, Klein of the 21st and others: A bill to amend an Act providing for the compensation of the judge of the Juvenile Court of Cobb County, so as to change the compensation of said judge. Referred to the Committee on State Planning & Community Affairs - Local. 1546 JOURNAL OF THE HOUSE, HB 962. By Representatives Wilder of the 21st, Clark of the 20th (Post 3), Clark of the 20th (Post 4), Coker of the 21st, Klein of the 21st and others: A bill to amend an Act consolidating the offices of tax collector and tax receiver into the office of tax commissioner of Cobb County, so as to change the compensation of the tax commissioner, the chief clerk, and the executive secretary. Referred to the Committee on State Planning & Community Affairs - Local. HB 963. By Representatives Coker of the 21st, Clark of the 20th (Post 3), Clark of the 20th (Post 4), Wilder of the 21st, Klein of the 21st and others: A bill to amend an Act creating the State Court of Cobb County, so as to increase the compensation of the solicitor. Referred to the Committee on State Planning & Community Affairs - Local. HB 964. By Representatives Clark of the 20th (Post 4), Clark of the 20th (Post 3), Wilder of the 21st, Vaughan of the 20th, Hammond of the 20th and others: A bill to amend an Act changing the compensation of the clerk of the superior court, the sheriff, and the judge of the Probate Court of Cobb County from the fee system to the salary system, so as to change the compensation of the clerk and deputy clerk of the superior court. Referred to the Committee on State Planning & Community Affairs - Local. HB 965. By Representatives Coker of the 21st, Clark of the 20th (Post 3), Clark of the 20th (Post 4), Wilder of the 21st, Vaughan of the 20th and others: A bill to amend an Act creating the State Court of Cobb County, so as to change the compensation of the clerk and the chief deputy clerk of the State Court of Cobb County. Referred to the Committee on State Planning & Community Affairs - Local. HB 966. By Representatives Clark of the 20th (Post 4), Clark of the 20th (Post 3), Wilder of the 21st, Hammond of the 20th, Klein of the 21st and others: A bill to amend an Act changing the compensation of the clerk of the superior court, the sheriff, and the judge of the Probate Court of Cobb County from the fee system to the salary system, so as to change the compensation of the judge and the clerk of the probate court. Referred to the Committee on State Planning & Community Affairs - Local. HB 967. By Representatives Barnett of the 59th, Breedlove of the 60th, Lawson of the 9th, Orr of the 9th and Jackson of the 9th: A bill to amend an Act creating the Recorder's Court of Gwinnett County, so as to provide for the appointment of the solicitor; to change the provisions relating to the compensation of the solicitor and assistant solicitors. Referred to the Committee on State Planning & Community Affairs - Local. HB 968. By Representative Martin of the 26th: A bill to amend Chapter 32 of Title 31 of the Official Code of Georgia Annotated, relating to living wills, so as to authorize the withholding of lifesustaining procedures with respect to a patient in a coma or persistent vegetative state. Referred to the Committee on Health & Ecology. FRIDAY, MARCH 1, 1991 1547 HB 969. By Representatives Hammond of the 20th, Flynt of the 75th and Mobley of the 64th: A bill to amend Title 43 of the Official Code of Georgia Annotated, relating to professions and businesses, so as to provide for the licensing and regulation of fire inspectors; to provide a short title; to provide a declaration of purpose; to define certain terms; to provide for the creation and membership of the Georgia Board of Certified Fire Investigators and for matters related to such board. Referred to the Committee on Public Safety. HB 970. By Representatives Hammond of the 20th, Coker of the 21st, Klein of the 21st, Clark of the 20th (Post 3), Clark of the 20th (Post 4) and others: A bill to amend an Act creating the State Court of Cobb County, so as to change the compensation of such judges and change a title of certain of such judges. Referred to the Committee on State Planning & Community Affairs - Local. HR 432. By Representatives Jones of the 71st, Kilgore of the 42nd, Stancil of the 8th, Murphy of the 18th and Hamilton of the 124th: A resolution urging the State Board of Education to review and revise its policy which prohibits students who fail to meet academic progress requirements from participating in extracurricular activities. Referred to the Committee on Education. By unanimous consent, the following Bills and Resolutions of the House and Senate were read the second time: HB 914 HB 915 HB 916 HB 917 HB 918 HB 919 HB 920 no yL HB 922 HrlDR QiJ9i