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Georgia Statutes, Title 7

Georgia/Statutes

← All Georgia coverage

Title 7

10 chapters · 671 sections in this title.

All chapters in Title 7671 Ch 1, FINANCIAL INSTITUTIONS542 Ch 3, INSTALLMENT LOANS34 Ch 9, GEORGIA MERCHANT ACQUIRER LIMITED PU…26 Ch 4, INTEREST AND USURY20 Ch 2, CREDIT UNION DEPOSIT INSURANCE CORPO…14 Ch 6A, GEORGIA FAIR LENDING ACT13 Ch 8, SAFE USE OF REMOTE SERVICE TERMINALS8 Ch 5, CREDIT CARDS AND CREDIT CARD BANKS6 Ch 7, LOAN BROKERS6 Ch 6, CREDIT OR LOAN DISCRIMINATION2

671 sections·Filtered byTitle 7✕

O.C.G.A. § 7-1-419 Subordinated securities
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(a) A bank or trust company may issue notes, debentures, or other obligations in the form of “subordinated securities,” provided that they: (1) Are subordinated in right of payment, in the event of insolvency or liquidation of the bank or trust company, to the prior payment of al…
O.C.G.A. § 7-1-430 Liability of subscribers and shareholders
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(a) Except as otherwise provided in this Code section, a holder of or subscriber to shares of a bank or trust company shall be under no obligation to the bank or trust company or its creditors with respect to such shares or subscription other than the obligation to pay the full c…
O.C.G.A. § 7-1-431 Preemptive rights
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(a) Except as provided in subsection (b) of this Code section or in the articles, a bank or trust company shall issue shares, option rights, or securities having conversion or option rights by ﬁrst offering them to shareholders of the same class in proportion to their holdings of…
O.C.G.A. § 7-1-432 Meetings of shareholders
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(a)(1) Except as provided in paragraph (3) of this subsection, meetings of the shareholders of a bank or trust company shall be held in person at such place within or without the state as shall be ﬁxed by the bylaws or by the board of directors pursuant to the bylaws or, if not s…

Showing 201–250 of 671

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O.C.G.A. § 7-1-433 Closing of transfer books or ﬁxing record date

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(a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board …

O.C.G.A. § 7-1-434 Voting list

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(a) The officer or agent having charge of the stock transfer books for shares of a bank or trust company shall make a complete list of the shareholders entitled to vote at a meeting of shareholders or any adjournment thereof, arranged in alphabetical order, showing the address of…

O.C.G.A. § 7-1-435 Quorum of shareholders

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(a) Except as provided in subsection (d) of this Code section or the articles or in bylaws adopted by the shareholders, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. (b) If a quorum is present…

O.C.G.A. § 7-1-436 Voting of shares

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(a) Unless otherwise provided in the articles, each outstanding share entitled to vote, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A subscriber shall not be entitled to vote the share subscribed for until su…

O.C.G.A. § 7-1-437 Proxies

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(a) Unless otherwise unlawful, a person or corporation who is entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers, or releases may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise an…

O.C.G.A. § 7-1-438 Shareholders’ agreements

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(a) Unless otherwise unlawful, an agreement between two or more shareholders, if in writing and signed by the parties thereto and if a copy thereof is delivered to the department and approved by the department when, in its discretion, such agreement is in the best interest of the…

O.C.G.A. § 7-1-439 Books and records

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(a) Each bank and trust company shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors, and committees of directors; and each bank and trust company shall keep at its registered office or main…

O.C.G.A. § 7-1-441 Derivative actions by shareholders

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(a) In a derivative action involving a right which a bank or trust company may have properly asserted, but which its representatives wrongfully failed to enforce that has been brought by one or more shareholders of a bank or trust company to procure a judgment in its favor, the c…

O.C.G.A. § 7-1-460 Restrictions on payment of dividends; limitation of actions for dividends or distributions

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(a) The board of directors of a bank or trust company may, from time to time, declare and the bank or trust company thereupon shall pay dividends on its outstanding shares in cash, property, or its own shares, except when the bank or trust company is insolvent or when the payment…

O.C.G.A. § 7-1-461 Distribution upon reduction of capital stock or paid-in capital

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(a) Upon the decrease of capital stock of a bank or trust company pursuant to amendment of its articles as provided in this chapter, the board of directors, subject to restrictions of the articles, may distribute to the shareholders of the bank or trust company an amount in cash …

O.C.G.A. § 7-1-462 Dividends and distributions must be authorized by chapter

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The directors of a bank or trust company shall not declare dividends or authorize or ratify the distribution of any part of its assets to shareholders by purchase of its shares or otherwise, except as authorized by this chapter. History. Code 1933, § 41A-2103, enacted by Ga. L. 1…

O.C.G.A. § 7-1-463 Preferred share acquisition

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(a) Unless otherwise provided in its articles, a bank or trust company, by resolution of its board of directors and with the prior approval of the department, may redeem or otherwise acquire preferred shares. In determining whether or not to give its approval under this subsectio…

O.C.G.A. § 7-1-480 Board of directors

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(a) Administration of the business and affairs of a bank or trust company shall be the responsibility of a board of directors. (b) Seventy-ﬁve percent of the directors shall be citizens of the United States and at least a majority shall: (1) Reside in Georgia; or (2) Reside withi…

O.C.G.A. § 7-1-481 Adopting, amending, and repealing bylaws

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The board of directors shall have the power to adopt, amend, or repeal bylaws as speciﬁed in paragraph (4) of Code Section 7-1-260 unless such power is reserved exclusively to the shareholders by the articles or in bylaws previously adopted by the shareholders; but any bylaws ado…

O.C.G.A. § 7-1-482 Number, term, and compensation of directors; effect of failure to maintain at least ﬁve directors

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(a) The articles or bylaws of any bank or trust company may ﬁx the number of directors of its policy-making board at not less than ﬁve nor more than 25 and may provide that the board may, within such limitation, increase or decrease the number of directors by not more than two in…

O.C.G.A. § 7-1-483 Meetings of board; quorum; committees; acting without meeting

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(a) The board of directors shall hold regular meetings at such times as may be ﬁxed by the bylaws and shall at all times be subject to call by the chairman of the board, by the president, or by any two members of the board. The board shall meet at least once in ten different mont…

O.C.G.A. § 7-1-484 Oath of directors; liability of persons who have not subscribed to such oath

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(a) Each director, before assuming office, shall take an oath or affirmation that he will diligently and honestly perform his duties in the administration of the affairs of the bank or trust company, that he will not permit a willful violation of law by the bank or trust company,…

O.C.G.A. § 7-1-485 Removal of directors; vacancies

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(a) The entire board of directors or an individual director may be removed without cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors. (b) The board may remove a d…

O.C.G.A. § 7-1-486 Honorary and advisory positions

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The board of directors of any bank or trust company may appoint an individual as an honorary director or director emeritus or member of an advisory board. An individual so appointed may be compensated but may not vote at any meeting of the board of directors or be counted in dete…

O.C.G.A. § 7-1-487 Audits and ﬁnancial reports

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(a) The board of directors shall at least once each year have made by independent certiﬁed public accountants an audit of the books and affairs of the bank or trust company, including such matters as may be required by the department and including, in the case of a trust company,…

O.C.G.A. § 7-1-488 Officers, agents, and employees; employee share plans

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(a) A bank or trust company shall have a president, a secretary, and such other officers as the directors may from time to time designate. An individual may hold more than one office, except that the individual shall not be both president and secretary. (b) Except as otherwise pr…

O.C.G.A. § 7-1-489 Fidelity bonds

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Any director who is authorized to handle money or negotiable assets on behalf of a bank or trust company and all officers and employees of a bank or trust company shall be bonded by a regularly incorporated surety company authorized to do business in this state, and the bank or t…

O.C.G.A. § 7-1-490 Responsibility of directors and officers; delegation of investment decisions

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(a) Directors and officers of a bank or trust company shall discharge the duties of their respective positions in good faith and with the degree of diligence, care, and skill which an ordinarily prudent person would exercise under similar circumstances. (b) In performing his or h…

O.C.G.A. § 7-1-491 Financing involving directors or officers

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In addition to other provisions in this chapter and federal law, a bank or trust company shall not make loans or otherwise extend ﬁnancing to any one of its directors or policy-making officers except on terms, rates, and conditions which are not preferential. Preferential terms, …

O.C.G.A. § 7-1-492 Prohibitions applicable to directors, officers, and employees

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(a) No director, officer, or employee of a bank or trust company shall: (1) Receive anything of value for procuring or attempting to procure any loan from or investment by the bank or trust company; (2) Purchase, or directly or indirectly be interested in purchasing, from the ban…

O.C.G.A. § 7-1-493 Actions against directors and officers

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(a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of a bank or trust company to procure for the beneﬁt of the bank or trust company a judgment for the following relief: (1) To compel the defen…

O.C.G.A. § 7-1-494 Liability of directors in certain cases

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(a) In addition to any other liabilities imposed by law upon directors of a bank or trust company: (1) Directors of a bank or trust company who vote for or assent to the declaration of any dividend or other distribution of the assets of a bank or trust company to its shareholders…

O.C.G.A. § 7-1-510 Authorized amendments; articles entirely restated; notice to Secretary of State

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(a) A bank or trust company may, in the manner provided in this part, amend its articles at any time in order to make any change therein which would then be authorized for inclusion in original articles under this chapter, including without limitation an amendment: (1) To adopt a…

O.C.G.A. § 7-1-511 Proposal and adoption of amendments

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(a) An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders. (b) The resolution proposing an amendment or amendments shall contain the language of each amendment by …

O.C.G.A. § 7-1-512 Execution, contents, ﬁling, and effect of articles of amendment

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(a) Upon the adoption of an amendment, articles of amendment shall be signed by two duly authorized officers of the bank or trust company under its seal and shall contain: (1) The name of the bank or trust company; (2) The street address and county of its main office; (3) Whether…

O.C.G.A. § 7-1-513 Certiﬁcation of articles of amendment; delivery to bank or trust company; publication of notice

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When the articles of amendment are ﬁled, the department shall certify one of the copies thereof and deliver the same to the bank or trust company. The bank or trust company shall cause to be published in a publication as speciﬁed in the rules, regulations, or written policies of …

O.C.G.A. § 7-1-514 Approval or disapproval of articles of amendment

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(a) Upon receipt of the articles of amendment, the department shall conduct such investigation as it may deem necessary to determine: (1) That the articles of amendment and supporting items satisfy the requirements of this chapter; (2) Where the amendment would grant new powers o…

O.C.G.A. § 7-1-515 Issuance of certiﬁcate of amendment

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If all the fees and charges required by law have been paid and, in the case of a change of name, if the proposed new name of the bank or trust company continues to be reserved or is available on the records of the Secretary of State, upon the receipt by the Secretary of State of …

O.C.G.A. § 7-1-516 Effect of certiﬁcate of amendment

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(a) As of the issuance of the certiﬁcate of amendment by the Secretary of State, each amendment shall become effective and the articles shall be deemed to be amended accordingly. (b) The certiﬁcate of amendment shall be conclusive evidence of the performance of all conditions req…

O.C.G.A. § 7-1-530 Authority to merge, consolidate, or exchange shares; requirements

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(a) Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, banks or trust companies may merge or consolidate, provided that a trust company may merge or consolidate with a bank th…

O.C.G.A. § 7-1-531 Merger, share exchange, or consolidation plan

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(a) The requirements for a merger, share exchange, or consolidation which must be satisﬁed by the parties thereto are as follows: (1) The parties shall adopt a plan stating the method, terms, and conditions of the merger, share exchange, or consolidation, including the rights und…

O.C.G.A. § 7-1-532 Articles of merger, share exchange, or consolidation; publication of notice

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(a) Upon adoption of the plan of merger, share exchange, or consolidation as provided in Code Section 7-1-531, the parties to the merger, share exchange, or consolidation shall ﬁle with the department articles of a merger, share exchange, or consolidation as required by this Code…

O.C.G.A. § 7-1-533 Additional ﬁlings with department

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The parties to the plan shall also ﬁle with the department: (1) An application and information desired by the department in order to evaluate the proposed merger, share exchange, or consolidation, which shall be made available in the form speciﬁed by the department; (2) Applicabl…

O.C.G.A. § 7-1-534 Approval or disapproval by department; resulting bank or trust company not chartered by department

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(a) Upon receipt of the articles of consolidation, share exchange, or merger and the ﬁlings required by Code Section 7-1-533, the department shall conduct such investigation as it may deem necessary to ascertain whether: (1) The articles of merger, share exchange, or consolidatio…

O.C.G.A. § 7-1-535 Federal approval or disapproval; issuance of certiﬁcate of merger, share exchange, or consolidation

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(a) If the laws of the United States require the approval of the merger, share exchange, or consolidation by any federal agency, the department may elect to not act on the application until it receives notice of the decision of such agency. (b) If all the taxes, fees, and charges…

O.C.G.A. § 7-1-536 Effect of merger, share exchange, or consolidation

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(a) As of the issuance of the certiﬁcate of merger, share exchange, or consolidation by the Secretary of State, the merger, share exchange, or consolidation shall be effective. (b) The certiﬁcate of merger, share exchange, or consolidation shall be conclusive evidence of the perf…

O.C.G.A. § 7-1-537 Rights of dissenting shareholders; surrender of certiﬁcates

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(a) A shareholder of a bank or trust company which is a party to a plan of proposed merger, share exchange, or consolidation under this part who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14,…

O.C.G.A. § 7-1-550 National bank or federal savings bank to state bank or trust company conversions

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(a) Subject to this part and any applicable branching law or regulation, a national bank may convert to a bank or trust company upon: (1) Compliance with the applicable laws of the United States, including any provisions thereof relating to approval of said conversion by the shar…

O.C.G.A. § 7-1-551 Articles of conversion; fee

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(a) The party or parties desiring to consummate a conversion authorized by Code Section 7-1-550 shall, upon requisite approval of the plan by their directors and shareholders, ﬁle with the department articles of conversion together with the fee required by Code Section 7-1-862. (…

O.C.G.A. § 7-1-552 Filings with department

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In the case of a conversion, the national bank shall ﬁle with the department: (1) Information desired by the department in order to evaluate the proposed conversion, in the form speciﬁed by the department; (2) Applicable fees established by regulation of the department to defray …

O.C.G.A. § 7-1-553 Approval or disapproval by department

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(a) In the case of a conversion, the department shall conduct such investigation as it may deem necessary to ascertain whether: (1) The articles of conversion and supporting items satisfy the requirements of this chapter; (2) The plan adequately protects the interests of deposito…