---
title: O.C.G.A. § 14-3-850. Definitions.
collection: code
id: 14-3-850
cite_as: O.C.G.A. § 14-3-850 (2025)
canonical_url: https://georgiacommons.org/code/14-3-850
md_url: https://georgiacommons.org/code/14-3-850.md
text_url: https://georgiacommons.org/code/14-3-850/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=127
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
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publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / NONPROFIT CORPORATIONS / DIRECTORS AND OFFICERS / INDEMNIFICATION
---

# O.C.G.A. § 14-3-850. Definitions.

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 individual who is or was a director or officer, respectively, of a corporation who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context otherwise requires, the estate or personal representative of a director.

(3) “Disinterested director” means a director who at the time of a vote referred to in paragraph (1) of subsection (c) of Code Section 14-3-853 or a vote or selection referred to in subsection (b) or (c) of Code Section 14-3-855 or subsection (a) of Code Section 14-3-856 is not:

(A) A party to the proceeding; or

(B) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

(4) “Disinterested member” means a member who, at the time of a vote referred to in paragraph (2) of subsection (c) of Code Section 14-3-853, a vote referred to in paragraph (3) of subsection (b) of Code Section 14-3-855, or a vote referred to in subsection (a) of Code Section 14-3-856, is not:

(A) A party to the proceeding;

(B) Owned by or under the control of a director who does not qualify as a disinterested director with respect to the proceeding; or

(C) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the member’s judgment when voting on the decision being made.

A director who is also member, but who does not qualify as a disinterested director with respect to the proceeding, cannot qualify or vote as a disinterested member on any matters relating to the proceeding.

(5) “Expenses” includes attorney’s fees.

(6) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.

(7) “Official capacity” means:

(A) When used with respect to a director, the office of director in a corporation; and

(B) When used with respect to an officer, as contemplated in Code Section 14-3-858, the office in a corporation held by the officer. “Official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

(8) “Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(9) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

## History

Code 1981, § 14-3-850, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 14; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, inserted “paragraph (1) of” following “vote referred to in” and inserted “or subsection (a) of Code Section 14-3-856” following “Code Section 14-3-855” in paragraph (3), added paragraph (4), redesignated former paragraphs (4) through (8) as present paragraphs (5) through (9), in present paragraph (5), substituted “attorney’s fees” for “counsel fees”, and, in present subparagraph (7)(B), substituted “Code Section 14-3-858” for “Code Section 14-3-857”.