Title 14 — Corporations, Partnerships, and Associations

(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 b…

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) Wi…

(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 exce…

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…

Unless a different standard is prescribed by law: (1) An officer with discretionary authority shall discharge his or her duties under that authority: (A) In a manner he or she believes in good faith to be in the best interests of the corporation; and (B) With the care an ordinari…

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission 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…

(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. (C…

(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 wh…

As used in this part, the term: (1) ‘‘Corporation’’ includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (2) ‘‘Director’’ or ‘‘officer’’ means an ind…

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) He or she conducted himself or herself in good faith; a…

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director if the director delivers to the corporation: (1) A written affir…

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or advances of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, after giving any notice it co…

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is not a director, to such further e…

A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation’s request as a director, officer, par…

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or adv…

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 enti…

Transactions not subject to being enjoined, set aside, or other sanctions. Directors’ action after disclosure of conflict or abstention by interested director. Members’ action following disclosure of conflict. Effect of court approval of transaction. Voidability of conflicting in…

(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 …

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 par…

(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 confli…