Title 14, Chapter 3, Section 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
(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
(8) "Deliver" includes mail.
(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.
(11.1) "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.
(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, 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; state, United States, and foreign government; and regional development center solely for the purpose of implementing subsection (f) of Code Section 50-8-35.
(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
(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
(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
(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
(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.
(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.