Section 14-3-1102 - Merger without court approval; notice to Attorney General; receipt or retention by member of anything resulting from merger

(a) A charitable corporation may merge with a corporation or foreign corporation or other entity without the prior approval of the superior court so long as notice is provided to the Attorney General pursuant to subsection (b) of this Code section and: (1) The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or(2)(A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets including good will of the corporation or the fair market value of the corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;(B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and(C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or

cordance with such condition; and(C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.(b) At least 30 days before consummation of any merger of a corporation pursuant to this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.(c) No member of a charitable corporation may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity without the prior approval of the superior court in a proceeding in which the Attorney General is provided notice. The court shall approve the transaction if it is in the public interest.Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.Amended by 2004 Ga. Laws 533, § 48, eff. 7/1/2004.