14-3-202. Articles of incorporation.

The articles of incorporation must set forth:#

1. (1)

   A corporate name for the corporation that satisfies the requirements of Code Section 14-3-401;#

2. (2)

   The street address and county of the corporation’s initial registered office and the name of its initial registered agent at that office;#

3. (3)

   The name and address of each incorporator;#

4. (4)

   Whether or not the corporation will have members;#

5. (5)

   The mailing address of the initial principal office of the corporation, if different from the initial registered office; and#

6. (6)

   A statement that the corporation is organized pursuant to the Georgia Nonprofit Corporation Code.#

The articles of incorporation may set forth:#

1. (1)

   The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;#

2. (2)

   The names and addresses of the individuals who are to serve as the initial directors;#

3. (3)

   Provisions not inconsistent with law regarding:#

   1. (A)

      Managing and regulating the affairs of the corporation;#

   2. (B)

      Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); and#

   3. (C)

      The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;#

4. (4)

   A provision eliminating or limiting the liability of a director to the corporation or its members for monetary damages for any action taken, or any failure to take any action, as a director, except liability:#

   1. (A)

      For any appropriation, in violation of his or her duties, of any business opportunity of the corporation;#

   2. (B)

      For acts or omissions which involve intentional misconduct or a knowing violation of law;#

   3. (C)

      For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or#

   4. (D)

      For any transaction from which the director received an improper personal benefit,#

   5. provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;

5. (5)

   A provision permitting indemnification of directors as set forth in Code Section 14-3-856, provided that no such provision shall permit indemnification of a director for any act or omission occurring prior to the date when such provision becomes effective.#

6. (6)

   Any provision that under this chapter is required or permitted to be set forth in the bylaws; and#

7. (7)

   Provisions not inconsistent with law regarding the distribution of assets on dissolution.#

One or more incorporators named in the articles must sign the articles unless the filing is being signed by an attorney in fact.#

The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.#