2023 Comprehensive Revisions to the Georgia Nonprofit Corporation Code Are Now Effective

Arnall Golden Gregory LLP

On May 2, 2023, Governor Brian Kemp signed Senate Bill 148 into law, making a number of significant changes to the Georgia Nonprofit Corporation Code. These changes went into effect on July 1, 2023. Notable changes for existing Georgia nonprofit corporations include:

  • Directors of a nonprofit corporation may not vote by proxy.
  • Nonprofit corporations may provide additional indemnification protections to their directors, consistent with the protections offered to directors of for-profit corporations.
  • Nonprofit corporations must have a chief executive officer, a secretary, and a chief financial officer (or their equivalents), and the offices of chief executive officer and secretary may not be simultaneously occupied by the same individual.
  • The executive director of a nonprofit corporation is an officer of the corporation, unless the articles of incorporation or bylaws of the corporation provide otherwise.
  • Members holding 25% of the voting power of a nonprofit corporation may demand a meeting of the members of the corporation, notwithstanding a higher requirement in the bylaws.

For all Georgia nonprofit corporations formed after July 1, 2023, the Georgia Nonprofit Corporation Code makes two more important changes:

  • Such corporations must have a minimum of three natural persons as directors.
  • For nonprofit corporations with members, members may only act when a quorum of members with respect to a matter is present, and the default quorum percentage was increased from 10% to 50% of the votes entitled to be cast on a matter.

These and other changes to the Georgia Nonprofit Corporation Code will impact the more than 32,500 Georgia nonprofit corporations, making now a good time for your organization to review its organizational documents.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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