Georgia · Article NP
Georgia Nonprofit Corporation Code (O.C.G.A. Title 14 Ch. 3) — Plain-English Summary
Every section of this body of law translated into plain English for Georgia board members and homeowners.
General provisions
-
§14-3-140
Defines articles, board of directors, bylaws, member, notice, and the other corporate words the Georgia Nonprofit Corporation Code uses. Most Georgia associa…
-
§14-3-141
Nonprofit-Code notice may be written or electronic (oral only if that is reasonable). Mail notice to a member is effective when mailed first-class and correc…
Records
-
§14-3-1601
A nonprofit corporation must keep as permanent records minutes of member and board meetings, executed consents, committee-as-board action, and waivers of not…
-
§14-3-1602
On written notice at least five business days in advance, a member may inspect articles, bylaws, member-meeting minutes, three years of general member commun…
-
§14-3-1603
A member's agent or attorney has the same inspection rights. The corporation may charge a reasonable, cost-based fee for copies and must convert electronic r…
-
§14-3-1604
If the corporation refuses a proper inspection, the superior court may order it. If the court orders inspection, it also orders the corporation to pay the me…
-
§14-3-1605
Without board consent, a membership list may not be used for any purpose unrelated to the member's interest as a member — including soliciting money or prope…
-
§14-3-1620
On written or electronic request, the corporation must give a member its latest annual financial statements — a year-end balance sheet and a statement of ope…
-
§14-3-1622
Every domestic nonprofit must file an annual registration with the Secretary of State (name, registered office and agent, principal-office mailing address, a…
Incorporation
-
§14-3-201
One or more persons may incorporate a Georgia nonprofit corporation by delivering articles of incorporation to the Secretary of State. Both the Condominium A…
-
§14-3-202
Articles must state the corporate name, initial registered office and agent, incorporators, whether the corporation will have members, the mailing address of…
-
§14-3-206
The incorporators or the board adopt bylaws. Bylaws may contain any provision for managing the corporation that is not inconsistent with law or the articles.…
Purposes and powers
-
§14-3-301
A nonprofit corporation may engage in any lawful activity unless the articles state a narrower purpose. An association's purpose is typically operating the c…
-
§14-3-302
Unless the articles say otherwise, a nonprofit corporation has perpetual duration and the powers of an individual to carry on its affairs — sue and be sued, …
Members
-
§14-3-601
The articles or bylaws may set membership criteria. No one is a member without consent. In a condominium, and in an elected-in HOA, membership is automatic w…
-
§14-3-610
Unless the articles or bylaws add more, nonprofit members' statutory voting right is to elect directors. Association statutes and the declaration overlay all…
-
§14-3-612
A membership corporation may levy dues, assessments, and fees to the extent the articles or bylaws authorize, and may use reasonable collection tools such as…
Member meetings
-
§14-3-701
A membership corporation must hold an annual members' meeting at the time the bylaws fix, in or out of state, and the board may hold it wholly or partly by r…
-
§14-3-702
A special members' meeting is called by the board (or whoever the articles or bylaws authorize) or by written demand of holders of at least 5 percent of the …
-
§14-3-704
Member-meeting notice must be fair and reasonable. Notice is fair and reasonable if it states place, date, and time and is given no fewer than 10 days (30 da…
-
§14-3-705
A member may waive notice in writing or by electronic transmission. Attendance waives objection to notice unless the member objects at the beginning of the m…
-
§14-3-707
Unless the articles or bylaws forbid it, members may take any action they could take at a meeting by written ballot, with the form and timing this section re…
-
§14-3-709
Unless the articles or bylaws provide otherwise, members may participate by remote communication as this section authorizes. Participation counts as presence…
Voting
-
§14-3-720
After the record date, the corporation prepares an alphabetical list of members entitled to notice and to vote. Members may inspect the list as this section …
-
§14-3-721
Unless the articles or bylaws provide otherwise, each member has one vote. Joint members follow this section's default. For a condominium or elected-in HOA t…
-
§14-3-722
Unless the articles or bylaws require a greater or lesser number, a members' quorum is 10 percent of the votes entitled to be cast. The Condominium Act and t…
-
§14-3-723
If a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members unless the articles, bylaws, or another statute requir…
-
§14-3-724
A member entitled to vote may vote by a signed proxy. A proxy is valid for 11 months unless it states a longer term, and is revocable as this section provide…
Directors
-
§14-3-801
A nonprofit corporation must have a board of directors. Corporate powers are exercised by or under the board's authority, and the affairs are managed under i…
-
§14-3-802
A director must be an individual. The articles or bylaws may add qualifications (for example that a director be a unit or lot owner — both association Acts h…
-
§14-3-803
A board consists of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws.
-
§14-3-804
If the corporation has members entitled to vote for directors, they elect the board as the articles or bylaws provide. An association also has to follow its …
-
§14-3-805
Director terms are as the articles or bylaws provide. A decrease in board size does not shorten an incumbent's term. A director continues until a successor i…
-
§14-3-807
A director may resign at any time by written notice. The resignation is effective when the notice is delivered unless it specifies a later effective date.
-
§14-3-808
Members may remove a director they elected, with or without cause unless the articles or bylaws allow removal only for cause, at a meeting called for that pu…
-
§14-3-811
Unless the articles or bylaws provide otherwise, the remaining directors may fill a vacancy. The association's instruments can set a different rule.
Board meetings
-
§14-3-820
The board may hold regular or special meetings. Unless the articles or bylaws say otherwise, the board may permit remote participation. Neither association A…
-
§14-3-821
Unless the articles or bylaws provide otherwise, the board may act without a meeting by signed consents. Action without a meeting takes all directors unless …
-
§14-3-822
Regular board meetings need no notice unless the articles or bylaws require it. Special board meetings need at least two days' notice of date, time, and plac…
-
§14-3-824
Unless the articles or bylaws require more, a board quorum is a majority of the fixed number of directors (or of the number prescribed, for a variable-range …
-
§14-3-825
The board may create committees and appoint directors to them. A committee may exercise board authority as the board specifies, except for the actions this s…
Standards of conduct
-
§14-3-830
A director must act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner …
Officers
-
§14-3-840
A nonprofit corporation has the officers described in its bylaws or appointed by the board in accordance with the bylaws. One person may hold more than one o…
-
§14-3-842
An officer with discretionary authority must act in good faith, with ordinary care, and in a manner the officer reasonably believes to be in the best interes…
Conflicts
-
§14-3-861
A director's conflicting-interest transaction is not automatically void. It holds up if it is fair to the corporation, or if it is approved after disclosure …
-
§14-3-862
Disinterested (qualified) directors may approve a conflicting-interest transaction after required disclosure, by the affirmative vote of a majority of those …
Frequently asked about Article NP
- What is Georgia Article NP?
- Georgia Article NP — the Georgia Nonprofit Corporation Code (O.C.G.A. Title 14 Ch. 3) — is the body of law that governs how every Georgia nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Article NP?
- Article NP contains 46 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at legis.ga.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Georgia-licensed attorney.
- How often does Georgia Article NP change?
- The Georgia General Assembly can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Article NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
Running a nonprofit corporation in Georgia?
SoShiny is built around Article NP from day one — every feature on every plan.
Start your community free →