---
title: O.C.G.A. § 14-3-865. Officer’s conflicting interest transactions.
collection: code
id: 14-3-865
cite_as: O.C.G.A. § 14-3-865 (2025)
canonical_url: https://georgiacommons.org/code/14-3-865
md_url: https://georgiacommons.org/code/14-3-865.md
text_url: https://georgiacommons.org/code/14-3-865/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=143
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-3.md
previous: https://georgiacommons.org/code/14-3-864.md
next: https://georgiacommons.org/code/14-3-870.md
index: https://georgiacommons.org/code/index.md
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 / CONFLICTING INTEREST TRANSACTIONS
---

# O.C.G.A. § 14-3-865. Officer’s conflicting interest transactions.

(a) As used in this Code section, the term:

(1) “Officer” means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.

(2) “Officer’s conflicting interest transaction” means any transaction, other than a director’s conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.

(3) “Related person” of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860.

(4) “Required disclosure” with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860.

(5) “Time of commitment” shall have the same meaning as in paragraph (5) of Code Section 14-3-860.

(b) No officer’s conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.

(c) An officer’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground of an interest in the transaction of the officer or any person with whom or which he or she has a personal, economic, or other association, if:

(1) The transaction was approved by the board of directors after required disclosure;

(2) The transaction was approved by the members after required disclosure;

(3) The action was approved by the superior court in an action to which the Attorney General was a party; or

(4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

## History

Code 1981, § 14-3-865, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, inserted “under the laws of this state” following “in an action” and inserted “or by any other person who otherwise has standing” following “of the corporation” in the introductory language of subsection (c).