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:
(Code 1981, §14-3-302, enacted by Ga. L. 1991, p. 465, § 1.)
Cross references.- Financing unemployment benefits paid to employees of nonprofit organizations, § 34-8-158.
Law reviews.- For note on statutory restrictions upon corporate ownership of real property, see 13 Mercer L. Rev. 410 (1962).
JUDICIAL DECISIONS
Editor's notes.
- In light of the similarity of the statutory provisions, decisions under former Code 1933, §§ 2201 and 22-3-108, are included in the annotations for this Code section.
Nonprofit hospital corporation subject to loss of charter.
- Failure to operate a nonprofit hospital corporation in accordance with the provisions of its articles of incorporation will subject the corporation to a loss of its charter by involuntary dissolution. Bradfield v. Hospital Auth., 226 Ga. 575, 176 S.E.2d 92 (1970) (decided under former Code 1933, §§ 2201 and22-3-108).
Authority of association to enter into agreement for recreational facilities.
- In a suit challenging a homeowners association's declaration amendment allowing the association to enter into an agreement with a nearby private swim and tennis club, the trial court erred by not granting the association's summary judgment because even without the amendment, the association was authorized, for the common benefit of all homeowners, to accept an easement granting the homeowners access to recreational facilities, and to assess the homeowners their pro rata share of the ongoing cost of the easement. Amberfield Homeowners Ass'n v. Young, 346 Ga. App. 29, 813 S.E.2d 618 (2018).
OPINIONS OF THE ATTORNEY GENERAL
Editor's notes.
- In light of the similarity of the statutory provisions, opinions under former Code Section 14-3-20, are included in the annotations for this Code section.
Acquiring funds or property for donation to state agency.
- A nonprofit corporation may be organized under Georgia law for the purpose of raising funds or acquiring property to donate to an agency or organization of Georgia state government. 1987 Op. Att'y Gen. No. 87-24 (decided under former § 14-3-20).
RESEARCH REFERENCES
Am. Jur. 2d.
- 6 Am. Jur. 2d, Associations and Clubs, §§ 10 et seq. 19 Am. Jur. 2d, Corporations, §§ 1979 et seq., 2022 et seq., 2030 et seq. 66 Am. Jur. 2d, Religious Societies, §§ 43, 44.
C.J.S.- 7 C.J.S., Associations, §§ 33-37. 10 C.J.S., Beneficial Associations, §§ 8 et seq., 21, 26 et seq. 14 C.J.S., Charities, § 95 et seq. 19 C.J.S., Corporations, § 652 et seq. 77 C.J.S., Religious Societies, §§ 79 et seq., 65 et seq.
ALR.
- Power of corporation to pass title to real property which it holds in excess of its powers, 37 A.L.R. 204; 62 A.L.R. 494.
Responsibility of agricultural society for tort, 52 A.L.R. 1400.
Power of corporation organized for religious, educational, or charitable purpose, to engage in enterprise for profit, 100 A.L.R. 579.
Statutory added liability of stockholders of bank or other corporation as affected by sale of, or other transaction in relation to, assets, 100 A.L.R. 1276.
Construction, application, and effect of statutory provision that directors or corporation may remove officer, agent, or employee at pleasure, 111 A.L.R. 894.
Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.
Implied power of corporation belonging to one of the three classes, religious, charitable, or educational, to promote, or to accept gifts for, objects which more appropriately pertain to the purposes of those in one of the other classes, 121 A.L.R. 1526.
Power of corporation to enforce a contract made after taking the steps necessary to put its corporate existence beyond collateral attack, as affected by limited amount of capital subscribed or paid in, 128 A.L.R. 874.
Nature of estate created by, and enforceability of, provision in devise or bequest to charitable, religious, or educational corporation as to particular purpose of the corporation for which it shall be used, 130 A.L.R. 1101.
Implied obligation of purchaser of corporate stock to indemnify a vendor against future calls and assessments, 141 A.L.R. 1351.
Insurance on life of officer for benefit of private corporation, 143 A.L.R. 293.
Computation of fund to be provided by private employer for payment of pension or retirement allowance to employees, 153 A.L.R. 818.
Provisions of articles or bylaws of nonprofit corporation or association formed by business competitors whereby the amount of dues of respective members varies according to amount of business done by them, as contrary to public policy, 161 A.L.R. 795.
Power of corporation or its officers with respect to payment of bonus or pension to officers or employees, 164 A.L.R. 1125.
Applicability of statutes regulating sale of assets or property of corporation as affected by purpose or character of corporation, 9 A.L.R.2d 1306.
Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 A.L.R.2d 663.
Leasing of real estate by foreign corporation, as lessor or lessee, as doing business within state within statutes prescribing conditions of right to do business, 59 A.L.R.2d 1131.
Power of president of corporation to commence or to carry on arbitration proceedings, 65 A.L.R.2d 1321.
Failure to issue stock as factor in disregard of corporate entity, 8 A.L.R.3d 1122.
Liability of corporation for contracts of subsidiary, 38 A.L.R.3d 1102.
Charitable contributions by public utility as part of operating expense, 59 A.L.R.3d 941.
Power of corporation to make political contribution or expenditure under state law, 79 A.L.R.3d 491.