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.
