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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 4. OFFICERS

14-3-845. Authority of officer to sign documents; validity of document.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument, provided that it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below. Categories shall be as follows:

  2. (1)

    Category 1 shall consist of the presiding officer of the board and the chief executive officer; and#

  3. (2)

    Category 2 shall consist of a vice president, the secretary, the chief financial officer, and any other officer delineated in the articles or bylaws.#

  4. The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-3-845, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, substituted “instrument, provided that it is signed” for “instrument if it is signed” in the first sentence of the introductory language, substituted “the chief executive officer” for “the president” in paragraph (1), and substituted “the chief financial officer, and any other officer delineated in the articles or bylaws” for “the treasurer and the executive director” in paragraph (2).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, page 125; merge action: replaced; file SHA-256 b004123363dc.