Title 14, Chapter 2, Section 140
As used in this chapter, the term:
(1) "Articles of incorporation" include amended and restated
articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic
or foreign corporation is authorized to issue.
(3) "Conspicuous" means so written 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.
(4) "Corporation" or "domestic corporation" means a corporation
for profit, which is not a foreign corporation, incorporated under
or subject to the provisions of this chapter.
(5) "Deliver" includes mail.
(6) "Distribution" means a direct or indirect transfer of money or
other property (except its own shares or rights to acquire its own
shares) or incurrence of indebtedness by a corporation to or for
the benefit of its shareholders in respect of any of its shares.
A distribution may be in the form of a declaration or payment of a
dividend; a purchase, redemption, or other acquisition of shares;
a distribution of indebtedness; or otherwise.
(7) "Effective date of notice" is defined in Code Section 14-2-141.
(7.1) "Electronic transmission" or "electronically transmitted"
means any process of communication not directly involving the
physical transfer of paper that is suitable for the retention,
retrieval, and reproduction of information by the recipient.
(8) "Employee" includes an officer but not a director. A director
may accept duties that make him or her also an employee.
(9) "Entity" includes corporation and foreign corporation;
nonprofit corporation and foreign nonprofit corporation; profit
and nonprofit unincorporated association; business trust, estate,
general partnership, limited partnership, trust, two or more
persons having a joint or common economic interest; limited
liability company and foreign limited liability company; limited
liability partnership and foreign limited liability partnership;
and state, United States, and foreign government.
(10) "Foreign corporation" means a corporation for profit
incorporated under a law other than the law of this state.
(11) "Governmental subdivision" includes authority, county,
district, and municipality.
(12) "Includes" denotes a partial definition.
(13) "Individual" includes the estate of an incompetent or
(14) "Mail" means the United States mail.
(15) "Means" denotes an exhaustive definition.
(16) "National securities exchange" means any securities exchange or securities quotation system if the securities listed on that exchange or system are exempt from the registration requirements of Chapter 5 of Title 10, known as the "Georgia Securities Act of 1973," pursuant to paragraph (8) or (8.1) of Code Section 10-5-8 or any successor provision.
(17) "Notice" is defined in Code Section 14-2-141.
(18) "Person" includes individual and entity.
(19) "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
(20) "Proceeding" includes civil suit and criminal,
administrative, and investigatory action.
(21) "Record date" means the date established under Article 6 or 7
of this chapter on which a corporation determines the identity of
its shareholders and their shareholdings 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.
(22) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under subsection (c) of Code Section 14-2-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(23) "Shares" means the units into which the proprietary interests
in a corporation are divided.
(24) "Share exchange" means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with Code Section 14-2-1102.
(25) "Shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted by a nominee
certificate on file with a corporation.
(26) "State," when referring to a part of the United States,
includes a state and commonwealth (and their agencies and
governmental subdivisions) and a territory and insular possession
(and their agencies and governmental subdivisions) of the United
(27) "Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation.
(28) "Treasury shares" means shares of a corporation which have
been issued and which subsequently have been acquired by the
corporation if the articles of incorporation of such corporation
provide that shares so acquired become treasury shares. Treasury
shares shall be deemed to be issued shares, but not outstanding
(29) "United States" includes district, authority, bureau,
commission, department, and any other agency of the United States.
(30) "Voting group" means all shares of one or more classes or
series that under the articles of incorporation or this chapter
are entitled to vote and be counted together collectively on a
matter at a meeting of shareholders. All shares entitled by the
articles of incorporation or this chapter to vote generally on the
matter are for that purpose a single voting group.