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Georgia Nonprofit Corporation Formation

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Sample By-Laws - Georgia Professional Corporation

GA-PC-BL

SAMPLE BY-LAWS

GEORGIA PROFESSIONAL CORPORATION

This By-Laws form is a sample and should be examined carefully to assure that they are consistent with your wishes and desires for the corporation. Modify as needed.

This form provides that ALL directors, officers, and shareholders be licensed to practice the profession in Georgia. Fill in the blanks with the name of your profession as appropriate.

Instructions

BY-LAWS OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this Professional Corporation (“the Corporation”) shall be

SECTION 2. The Principal office of the corporation in the State of Georgia shall be , , Georgia and its initial registered office in the State of Georgia shall be , Georgia.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all outstanding shares entitled to vote.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Georgia, as the place of meeting for any annual or special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed seventy (70) days.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Share by Certain Holders. No shares may be voted except by shareholders who are licensed to practice in the State of Georgia.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. Each shareholder entitled to vote shall have the right to vote the number of shares owned by him for as many persons as there are Directors to be elected.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ( ). Each Director shall be licensed to practice in the State of Georgia and shall be a shareholder.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. Directors may be paid their expenses and may be paid a fixed sum for attendance or a stated salary as Director.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented unless dissent is entered in the minutes or filed in writing.

SECTION 10. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a each of whom shall be elected by the Board of Directors.

Each officer of the corporation shall be licensed to practice in the state of Georgia and shall be a shareholder.

SECTION 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting held after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control all business and affairs of the corporation.

SECTION 6. Vice-President. A Vice-President shall perform the duties of the President in the absence or unavailability of the President.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep minutes, maintain records, give notices, keep the stock transfer books, and handle funds and securities of the corporation.

SECTION 8. Salaries. The salaries, compensation and other benefits of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited in such banks or depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books of the corporation by the holder of record or by his legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director under these By-Laws or under the Articles of Incorporation, a waiver thereof in writing shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors or by a majority vote of the shareholders.

ARTICLE XII. ADDITIONAL PROVISIONS

In the event that any shareholder retires from the active practice of , becomes disqualified to engage in the practice of in the State of Georgia, or dies, and absent a private agreement to the contrary, the shares of said shareholder shall be immediately purchased by the remaining shareholders at fair market value, and second, to the corporation at said price.

The corporation shall at all times be subject to and in compliance with all applicable state and federal statutes, as well as all the rules and regulations of the agency/board with jurisdiction over the profession practiced by the corporation.

Date

Signature

END BY-LAWS

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What the Georgia Nonprofit Corporation Formation Is

The Georgia Nonprofit Corporation Formation is the set of documents and filings used to create a nonprofit corporation under Georgia law. It typically includes Articles of Incorporation filed with the Georgia Secretary of State, an initial registered agent designation, and bylaws adopted by the incorporators or board. Formation establishes the corporate entity for fundraising, contracts, grant applications, and potential federal tax-exempt status applications to the IRS. Proper formation clarifies governance, member and director powers, and the nonprofit’s charitable purpose as required by state statute.

Why a Proper Formation Matters for Your Georgia Nonprofit

Forming correctly creates limited liability protection for directors, enables eligibility for tax-exempt recognition, and establishes the organization’s legal identity for contracts and grants.

Why a Proper Formation Matters for Your Georgia Nonprofit

Who Completes the Georgia Nonprofit Corporation Formation

The formation process is typically completed by founders, volunteer incorporators, attorneys, or nonprofit staff responsible for legal compliance.

  • Founders and Board Members preparing governance documents and initial filings.
  • Nonprofit-focused attorneys handling drafting and state filing to ensure statutory compliance.
  • Executive directors or operations staff coordinating registered agent, EIN, and IRS filings.

Many organizations combine self-filing with attorney review to reduce cost while ensuring legal sufficiency for later tax-exempt applications.

Step-by-Step: Filing a Georgia Nonprofit Corporation

Complete these core steps in order to form a Georgia nonprofit corporation and create the record needed for federal tax-exempt status.

  • 01
    Choose Name: Confirm availability with Georgia Secretary of State and reserve if desired.
  • 02
    Prepare Articles: Draft Articles of Incorporation with purpose clause and registered agent details.
  • 03
    File with State: Submit Articles and pay the state filing fee to the Georgia Secretary of State.
  • 04
    Adopt Bylaws: Board adopts bylaws and appoints initial officers and directors.

How to Configure an Online Filing Workflow

Set up a repeatable online workflow for document preparation, eSignature, and submission to streamline formation and board approvals.

Field Configuration
Document Template Create reusable Articles and bylaws templates with fillable fields.
Signer Order Set incorporator then director signature sequence for governance documents.
Authentication Enable email + SMS code or stronger signer authentication for key signers.
Record Capture Archive signed PDF with audit trail and certificate of completion.

Typical Online Formation Flow

This summarizes the electronic process from preparing documents to preserving signed records.

  • Prepare: Upload Articles and bylaws into the e-filing or eSignature platform.
  • Place Fields: Insert signature, date, and name fields where required.
  • Sign: Incorporators and directors authenticate and sign electronically.
  • File & Store: Submit state filing and store signed records with audit trail.

Digital Signing and eSubmission Essentials

Choose a platform that supports PDF/DOCX uploads, robust audit trails, and secure storage for formation documents.

  • File Formats: PDF, DOCX supported
  • Integrations: Salesforce, Google Workspace, NetSuite
  • Security: TLS 1.2/1.3 and AES-256

Ensure the platform provides reproducible signed PDFs, audit logs (IP, timestamps), and access controls to meet state and federal recordkeeping expectations.

eSignature Pricing and Feature Snapshot for Formation Workflows

Compare typical vendor pricing and features relevant to nonprofit formation workflows; signNow is listed first per vendor order guidance.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Yes Yes Yes Yes
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/yr Varies by plan Varies by plan Varies by plan

Consequences of Incorrect or Incomplete Formation Filings

Loss of Limited Liability: Improper formation may jeopardize director liability protections
Tax-Exempt Delay: Errors can delay IRS 501(c)(3) recognition
Filing Rejection: State may reject Articles for incomplete or inconsistent information
Financial Penalties: Late or incorrect filings can trigger state fees or fines
Grant Ineligibility: Incomplete records may disqualify grant applications
Operational Disruption: Governance gaps can hinder banking and contracting

Common Pitfalls to Avoid When Forming in Georgia

  • Using an unavailable or confusing entity name that conflicts with another registrant
  • Failing to include a clear charitable purpose required for IRS exemption
  • Listing an out-of-state registered agent address or P.O. box
  • Skipping timely adoption of bylaws and initial board resolutions

Essential Documents and Clauses for a Professional Formation Package

A complete formation package includes filings plus governance documents that support operations and compliance from day one.

Articles

Filed with Georgia Secretary of State; includes name, purpose, registered agent, incorporator information and duration if limited.

Bylaws

Internal rules covering board structure, officer roles, meeting procedures, voting thresholds, and amendment processes.

Initial Resolutions

Board actions adopting bylaws, appointing officers, and authorizing bank accounts and signers.

Conflict Policy

Conflict-of-interest policy to support governance and IRS Form 1023/1023-EZ disclosures.

Registered Agent

Georgia street address and consent; necessary for service of process and official notices.

Recordkeeping Plan

Document retention schedule for formation, tax, donor, and employee records with access controls.

Required Information Often Included on Formation Filings

Entity Name: Full legal name
Purpose: Charitable or nonprofit purpose
Registered Agent: Name and street address
Incorporator: Name and mailing address
Directors: Initial director names
Duration: Perpetual or term

Key Deadlines and Timing Expectations

Understand state and federal deadlines that follow incorporation to keep compliance current.

State Filing:

Immediate upon submission; processing varies

EIN Application:

Apply to IRS soon after formation to open bank accounts

IRS 501(c)(3):

File Form 1023 or 1023-EZ; timing affects tax-exempt effective date

Annual Registration:

Georgia annual registration with Secretary of State due each year

Tax Filings:

Federal returns (Form 990 series) due per IRS deadlines

Formation Milestones and Typical Processing Stages

A milestone timeline helps coordinate legal steps, board actions, and filings from formation to operational readiness.

01

Name Reservation

Confirm and optionally reserve the entity name before drafting documents.

02

Draft Articles

Prepare Articles with purpose, registered agent, and incorporator data.

03

State Filing

Submit Articles to Georgia Secretary of State and pay fee.

04

Post-Filing Tasks

Adopt bylaws, obtain EIN, open bank accounts, and begin grant/donor setup.

Illustrative Examples of Georgia Nonprofit Formations

Real-world scenarios show how organizations structure formation to match mission and compliance needs.

Small Community Charity

A volunteer group forms to support local youth programs with a simple charitable purpose

  • Elects a three-member board to minimize overhead
  • They filed Articles, adopted bylaws, obtained an EIN, and later applied for 501(c)(3) recognition after meeting initial fundraising goals.

Healthcare Nonprofit

A clinic incorporates to receive grant funding and accept donations

  • Adds HIPAA-related operational controls in bylaws and policies
  • After formation they executed a BAA, documented privacy safeguards, and retained records for six years per HIPAA requirements.

Tips for Accurate and Efficient Formation

Follow these practical tips to reduce errors, speed approval, and preserve the organization’s legal standing.

Standardize Names
Use the exact legal name consistently across Articles, EIN application, bank account, and IRS filings.
Document Decisions
Record board resolutions for bylaws adoption, officer appointments, and bank signatories.
Preserve Audit Trail
Store signed documents with time-stamped audit logs and tamper-evident PDFs.
Seek Targeted Review
Use an attorney for tax-exempt application review rather than full drafting to control costs.

Frequently Asked Questions About Georgia Nonprofit Formation

Answers to common questions that arise during filing, governance setup, and early operations.


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