CHAPTER 1 BUSINESS ENTITIES: PRE-ORGANIZATION CONSIDERATIONS
§ 1.010 Practice Considerations
§ 1.011 Factors to Selecting the Appropriate Business Entity Format
§ 1.012 Promoters and Pre-Organization Activities
Form 1.020: Engagement Letters to Client to Organize Business Entities
Form 1.021: Engagement Letter to Client (Business Corporation)
Form 1.022: Engagement Letter to Client (Nonprofit Corporation)
Form 1.023: Engagement Letter to Client (Partnership Entities)
Form 1.024: Engagement Letter to Client (Limited Liability Company)
Form 1.030: Client Interview Data Sheet for Organizing Business Entities Form 1.031: Client Interview Data Sheet for Organizing Georgia Corporations
Form 1.032: Client Interview Data Sheet for Organizing Georgia Partnership Entity
Form 1.033: Client Interview Data Sheet for Organizing Georgia Limited Liability Company
Form 1.040: Business Entity Organization Overview
Form 1.050: Business Entity Organization Checklists
Form 1.051: Corporation Organization Check List
Form 1.052: Partnership Organization Check List
Form 1.053: Limited Liability Company Organization Check List
Form 1.060: Request to Reserve Name of Business Corporation, Nonprofit Corporation, Limited Partnership, Limited Liability Limited Partnership, or Limited Liability Company to Secretary of State Prior to Entity Formation
Form 1.060.1: Georgia Secretary of State Business Entity Name Reservation Standards
Form 1.060.2: Procedure for Change of Name of Business Corporation, Nonprofit Corporation, Limited Partnership, Limited Liability Limited Partnership, or Limited Liability Company With the Georgia Secretary of State
Form 1.061: Official Forms Available from the Georgia Secretary of State and Clerks of the Superior Court
Form 1.062: List of Georgia County Legal Organs
Form 1.063: Georgia Secretary of State Corporation Division Filing Fees
Form 1.064: Georgia Trademark and Service Mark Registration With the Georgia Secretary of State Corporations Division
Form 1.064.1: Georgia Trademark and Service Mark Registration Form
Form 1.064.2: Georgia Trademark and Service Mark Assignment Form
Form 1.064.3: Georgia Trademark and Service Mark Renewal Form
Form 1.070: Official Forms of the Securities and Business Regulation Division of the Georgia Secretary of State Related to Issuance of Security
Form 1.071: Application to Offer or Sell Securities
Form 1.072: Registration by Qualification -Document and Disclosure Checklist
Form 1.073: Statement Demonstrating Eligibility For Registration by Notification
Form 1.074: Nonprofit Issuer Registration
Form 1.075: Uniform Application to Register Securities [Form U-1]
Form 1.076: Consent to Service of Process [Form U-2]
Form 1.077: Corporate Resolution [Form 6A/U-2A]
Form 1.078: Small Issue Registration Document and Disclosure Checklist
Form 1.079: Uniform Limited Offering Exemption Filing Document and Disclosure Checklist
Form 1.080: Director/Officer Registration by Qualification Biographical Information
Form 1.081: SEC Coordinated Filing Exemption Document and Disclosure Checklist
Form 1.082: Limited Compensatory Benefit Plan Exemption Filing
Form 1.083: Issuer's Bond
Form 1.084: Rescission Notice and Notification Form
Form 1.085: Public Complaint Form
Form 1.090: Financing Statements under the Georgia Uniform Commercial Code
Form 1.091.1: Financing Statement (UCC-1)
Form 1.091.2: Financing Statement (UCC-1) Filing Checklist
Form 1.091.3: Financing Statement (UCC-1) Addendum
Form 1.092.1: Financing Statement Amendment (UCC-3)
Form 1.092.2: Financing Statement Amendment (UCC-3) Filing Checklist
Form 1.092.3: Financing Statement Amendment (UCC-3) Addendum
Form 1.093: Correction Statement (UCC-5)
Form 1.094.1: Request for Information or Copies (UCC-11)
Form 1.094.2: Information Request (UCC-11) Checklist
Form 1.095: Rejection Notice
Form 1.096: Bulk Data Subscription Purchase Agreement
Form 1.101: Pre-Organization Agreement
Form 1.102: Exculpatory Provision for Promoter in Pre-Organization Agreement

CHAPTER 2 BUSINESS AND NONPROFIT CORPORATIONS: FORMATION AND ORGANIZATION
§ 2.010 Practice Considerations
Form 2.010.1: Jurisdiction and Venue For Actions By and Against Corporations
Form 2.010.2: Principles Governing Nonprofit Corporations Organized for Religious Purposes
Form 2.011: Filing Articles of Incorporation
Form 2.012: Articles of Incorporation Transmittal Information
Form 2.013: Letter of Incorporator to Secretary of State
Form 2.014: Consent to Appointment as Registered Agent
Form 2.015.1: Letter of Incorporator to Publisher (Business Corporation)
Form 2.015.2: Letter of Incorporator to Publisher (Nonprofit Corporation)
Form 2.016.1: Certificate Verifying Request for Publication of Notice of Incorporation (Business Corporation)
Form 2.016.2: Certificate Verifying Request for Publication of Notice of Incorporation (Nonprofit Corporation)
Form 2.017: Certificate of Incorporation
Form 2.020: Articles of Incorporation
Form 2.020.1: List of Optional Provisions for Articles of Incorporation for Georgia Business Corporations
Form 2.020.2: List of Optional Provisions for Articles of Incorporation for Georgia Nonprofit Corporations
Form 2.021: Business Corporation
Form 2.022: Professional Corporation
Form 2.023: Statutory Close Corporation
Form 2.024: Professional Corporation Electing Statutory Close Corporation Status
Form 2.025: Nonprofit Corporation with Members
Form 2.026: Nonprofit Corporation without Members
Form 2.027: Condominium Association
Form 2.030: Optional Provisions for Articles of Incorporation
Form 2.031: Purpose Clauses
Form 2.032.1: Authorization of a Single Class of Stock
Form 2.032.2: Authorization of Common Stock with Liquidation Preference
Form 2.033: Authorization of Classes or Series Within Classes of Stock
Form 2.034.1: Authorization of Preferred Stock (Simple Provision)
Form 2.034.2: Authorization of Blank Check Preferred Stock
Form 2.034.3: Authorization of Preferred Stock (Moderately Complex Provision)
Form 2.034.4: Authorization of Convertible Preferred Stock (Complex Provisions)
Form 2.034.5: Authorization of Convertible Preferred Stock (Complex Provisions)
Form 2.035: Authorization of Cumulative Convertible Voting Preferred Stock, Class A Voting Common Stock and Class B Nonvoting Common Stock Convertible into Class A Common Stock
Form 2.036: Authorization of Nonvoting Stock
Form 2.037.1: Classification of Board of Directors into Three Classes Having Staggered Terms of Three Years Each
Form 2.037.2: Classification of Stock Tied to Director Classification for Purpose of Minority Representation on the Board of Directors
Form 2.038: Special Dividend Requirements
Form 2.041: Cumulative Voting for the Board of Directors
Form 2.042: Right of Shareholders to Take Action by Consent of Less Than All Shareholders
Form 2.043: Modification of Statutory Majority of the Shares Entitled to Vote Requirement
Form 2.044: Limitations on Board of Directors' Authority by Requiring Prior Shareholder Approval
Form 2.045: Unanimous Board of Directors' Vote Requirement for Stock Issuance
Form 2.046: Indemnification of Directors and Officers Considerations
Form 2.046.1: Indemnification of Directors and Officersin Articles of Incorporation (Business Corporation)
Form 2.046.2: Indemnification of Directors and Officersin Articles of Incorporation (Nonprofit Corporation)
Form 2.047.1: Provision Limiting Personal Liability of Directors for Articles of Incorporation of Business Corporation
Form 2.047.2: Provision Limiting Personal Liability of Directors for Articles of Incorporation of Nonprofit Corporation
Form 2.048: Shareholders' Preemptive Rights
Form 2.049: Authorization in Articles of Incorporation of Business Corporation to Reacquire the Corporation's Own Stock (Including Reacquisition as Treasury Shares)
Form 2.060: Bylaws
Form 2.061: Publicly Held Corporation
Form 2.062: Privately Held Corporation
Form 2.063: Statutory Close Corporation
Form 2.064: Professional Corporation
Form 2.065: Professional Corporation Electing Statutory Close Corporation Status
Form 2.066: Nonprofit Corporation with Membership
Form 2.067: Nonprofit Corporation without Members
Form 2.068: Condominium Association
Form 2.069: Religious Nonprofit Corporation with Members
Form 2.070: Optional Bylaw Provisions
Form 2.071: Election of Directors by Class When Two Classes of Voting Stock Are Authorized by the Articles of Incorporation
Form 2.072.1: Special Quorum Protective Provision (Business Corporation)
Form 2.072.2: Special Quorum Protective Provision (Nonprofit Corporation)
Form 2.073: Authorization of Banking Transactions
Form 2.074: General Authorization to Execute Documents
Form 2.075.1: Indemnification and Advances for Expenses of Directors, Officers, Employees and Agents (Business Corporation)
Form 2.075.2: Indemnification and Advances for Expenses of Directors, Officers, Employees and Agents (Nonprofit Corporation)
Form 2.076: Provisions Respecting Classification of Board of Directors into Three Classes Having Staggered Terms of Three Years Each
Form 2.080: Finalizing Corporate Organization
Form 2.081.1: Unanimous Consent Action of Directors of a Business Corporation in Lieu of Organizational Meeting
Form 2.081.2: Unanimous Consent Action of Directors of a Nonprofit Corporation in Lieu of Organizational Meeting
Form 2.082.1: Organizational Meeting of Directors of a Business Corporation
Form 2.082.2: Organizational Meeting of Directors of a Nonprofit Corporation
Form 2.083.1: Notice of Formal Organizational Directors' Meeting
Form 2.083.2: Waiver of Notice of Formal Organizational Directors' Meeting
Form 2.084: Adoption and Reimbursement Resolution Respecting Pre-Incorporation Acts
Form 2.090: Shareholder Agreements
Form 2.091: Shareholder Agreement For Business Corporation
Form 2.092: Shareholder Agreement For Business Corporation Electing Statutory Close Corporation Status
Form 2.093.1: Shareholder Agreement For Professional Business Corporation
Form 2.093.2: Shareholder Agreement For Professional Business Corporation Electing Close Corporation Status
Form 2.100: Amendment of Articles of Incorporation Prior To Completion of Corporate Organization
Form 2.101: Articles of Amendment by the Incorporator(s) of a Business Corporation Prior to Completion of the Organization and the Issuance of Shares
Form 2.102: Articles of Amendment by the Directors of a Business Corporation Prior to Issuance of Shares
Form 2.103: Articles of Amendment by the Incorporator(s) of a Nonprofit Corporation Prior to Completion of the Organization of the Corporation
Form 2.104: Articles of Amendment by the Directors of a Nonprofit Corporation Prior to Election of Members
Form 2.110.1: Explanatory Letter to Accompany Organizational Documents
Form 2.110.2: Post-Incorporation Checklist for New Georgia Corporations
Form 2.120: Corporation Annual Registration
Form 2.200: Foreign Corporation Forms
Form 2.201: Foreign Corporation Registration of Corporate Name
Form 2.202: Foreign Corporation Registration
Form 2.203: Certificate of Authority to Transact Business
Form 2.204: Application for Withdrawal of a Foreign Corporation
Form 2.205: Notification to Foreign Corporation of Revocation of Authority to Transact Business

CHAPTER 3 BUSINESS AND NONPROFIT CORPORATIONS: ROUTINE ACTIONS
§ 3.010 Practice Considerations
Form 3.020: Notice of Meeting Form 3.021.1: Notice of Annual Shareholder Meeting of Business Corporation
Form 3.021.2: Notice of Regular Shareholder Meeting of Business Corporation
Form 3.021.3: Notice of Special Shareholder Meeting of Business Corporation
Form 3.022.1: Notice of Annual Meeting for Shareholders of Close Corporation (without Board of Directors)
Form 3.022.2: Notice of Regular Meeting for Shareholders of Close Corporation (without Board of Directors)
Form 3.022.3: Notice of Special Meeting for Shareholders of Close Corporation (without Board of Directors)
Form 3.023.1: Notice of Annual Member Meeting of Nonprofit Corporation
Form 3.023.2: Notice of Regular Member Meeting of Nonprofit Corporation
Form 3.023.3: Notice of Special Member Meeting of Nonprofit Corporation
Form 3.024.1: Notice of Special Meeting for Directors of Business Corporation
Form 3.024.2: Notice of Special Meeting for Directors of Nonprofit Corporation
Form 3.030: Waiver of Notice of Meeting
Form 3.031: Waiver of Notice of Meeting by Shareholders of Business Corporation
Form 3.032: Waiver of Notice of Meeting by Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.033: Waiver of Notice of Meeting by Members of Nonprofit Corporation
Form 3.034: Waiver of Notice of Meeting by Directors of Business Corporation
Form 3.035: Waiver of Notice of Meeting by Directors of Nonprofit Corporation
Form 3.040: Meeting Agenda
Form 3.041.1: Agenda for Annual Meeting of Shareholders of Business Corporation
Form 3.041.2: Agenda for Regular Meeting of Shareholders of Business Corporation
Form 3.041.3: Agenda for Special Meeting of Shareholders of Business Corporation
Form 3.042.1: Agenda for Annual Meeting of Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.042.2: Agenda for Regular Meeting of Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.042.3: Agenda for Special Meeting of Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.043.1: Agenda for Annual Meeting of Members of Nonprofit Corporation
Form 3.043.2: Agenda for Regular Meeting of Members of Nonprofit Corporation
Form 3.043.3: Agenda for Special Meeting of Members of Nonprofit Corporation
Form 3.044.1: Agenda for Annual Meeting of Board of Directors of Business Corporation
Form 3.044.2: Agenda for Regular Meeting of Board of Directors of Business Corporation
Form 3.044.3: Agenda for Special Meeting of Board of Directors of Business Corporation
Form 3.045.1: Agenda for Annual Meeting of Board of Directors of Nonprofit Corporation with Members
Form 3.045.2: Agenda for Regular Meeting of Board of Directors of Nonprofit Corporation with Members
Form 3.045.3: Agenda for Special Meeting of Board of Directors of Nonprofit Corporation with Members
Form 3.046.1: Agenda for Annual Meeting of Board of Directors of Nonprofit Corporation without Members
Form 3.046.2: Agenda for Regular Meeting of Board of Directors of Nonprofit Corporation without Members
Form 3.046.3: Agenda for Special Meeting of Board of Directors of Nonprofit Corporation without Members
Form 3.050: Meeting Minutes Form 3.051.1: Framework for Minutes of Annual Shareholder Meeting of Business Corporation
Form 3.051.2: Framework for Minutes of Regular Shareholder Meeting of Business Corporation
Form 3.051.3: Framework for Minutes of Special Shareholder Meeting of Business Corporation
Form 3.052.1: Framework for Minutes of Annual Meeting for Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.052.2: Framework for Minutes of Regular Meeting for Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.052.3: Framework for Minutes of Special Meeting for Shareholders of Statutory Close Corporation (without Board of Directors)
Form 3.053.1: Framework for Minutes of Annual Member Meeting of Nonprofit Corporation
Form 3.053.2: Framework for Minutes of Regular Member Meeting of Nonprofit Corporation
Form 3.053.3: Framework for Minutes of Special Member Meeting of Nonprofit Corporation
Form 3.054.1: Framework for Minutes of Annual Meeting of Directors of Nonprofit Corporation (without Members)
Form 3.054.2: Framework for Minutes of Regular Meeting of Directors of Nonprofit Corporation (without Members)
Form 3.054.3: Framework for Minutes of Special Meeting of Directors of Nonprofit Corporation (without Members)
Form 3.060: Documented Consents to Corporate Actions
Form 3.061.1: Framework for Documented Consent Action in Lieu of Annual Shareholder Meeting of Business Corporation
Form 3.061.2: Framework for Documented Consent Action in Lieu of Regular Shareholder Meeting of Business Corporation
Form 3.061.3: Framework for Documented Consent Action in Lieu of Special Shareholder Meeting of Business Corporation
Form 3.062.1: Framework for Documented Consent Action in Lieu of Annual Shareholder Meeting of Close Corporation (without Board of Directors)
Form 3.062.2: Framework for Documented Consent Action in Lieu of Regular Shareholder Meeting of Close Corporation (without Board of Directors)
Form 3.062.3: Framework for Documented Consent Action in Lieu of Special Shareholder Meeting of Close Corporation (without Board of Directors)
Form 3.063.1: Framework for Documented Consent Action in Lieu of Annual Member Meeting of Nonprofit Corporation
Form 3.063.2: Framework for Documented Consent Action in Lieu of Regular Member Meeting of Nonprofit Corporation
Form 3.063.3: Framework for Documented Consent Action in Lieu of Special Member Meeting of Nonprofit Corporation.
Form 3.064.1: Framework for Documented Consent Action in Lieu of Annual Meeting of Directors of Nonprofit Corporation without Members
Form 3.064.2: Framework for Documented Consent Action in Lieu of Regular Meeting of Directors of Nonprofit Corporation without Members
Form 3.064.3: Framework for Documented Consent Action in Lieu of Special Meeting of Directors of Nonprofit Corporation without Members
Form 3.110: Board of Directors' Resolutions
Form 3.111: Action Taken without a Meeting by Documented Consent Action Electing Officers
Form 3.112: Board of Directors' Resolution Authorizing Change of Registered Office or Registered Agent
Form 3.113: Board of Directors' Resolution Authorizing Change of Address of Registered Office
Form 3.114: Board of Directors' Resolution Authorizing Execution of Employment Agreement
Form 3.115: Board of Directors' Resolution Authorizing Employment of Corporate Officer without an Employment Agreement and Authorizing Rate of Compensation Increase at a Later Date
Form 3.116: Board of Directors' Resolution Authorizing Adoption of Medical Reimbursement Plan
Form 3.117: Board of Directors' Resolution Authorizing Adoption of Corporate Equal Employment Opportunity Plan
Form 3.118: Board of Directors' Resolution Authorizing Establishment of Series of Shares
Form 3.119: Board of Directors' Resolution Authorizing Entering into a Partnership
Form 3.120: Board of Directors' Resolution Authorizing Declaration and Payment of Dividend
Form 3.121: Board of Directors' Resolution Authorizing Share Dividend
Form 3.122: Board of Directors' Resolution Authorizing a Loan to an Employee Who Is Not a Director or Officer
Form 3.123: Board of Directors' Resolution Authorizing Corporate Certificate of Banking Authority
Form 3.124: Board of Directors' Resolution Authorizing Borrowing from a Bank and the Establishment of a Line of Credit
Form 3.125: Board of Directors' Resolution Accepting the Resignation of a Member of the Board of Directors and an Officer of the Corporation and the Filling of Such Vacancies
Form 3.126: Board of Directors' Resolution Removing an Officer
Form 3.127.1: Board of Directors' Resolution Authorizing Advance of Expenses or Indemnification for Directors (Officers, Employees and Agents) (Business Corporation)
Form 3.127.2: Affirmation and Undertaking as to Advance Against Indemnification of Director by Board of Directors (Business Corporation)
Form 3.127.3: Affirmation and Undertaking as to Advance Against Indemnification of Director by Shareholders (Business Corporations)
Form 3.128.1: Board of Directors' Resolution Authorizing Advance of Expenses or Indemnification for Directors (Officers, Employees and Agents) (Nonprofit Corporation)
Form 3.128.2: Director's Affirmation and Undertaking as to Advance Against Indemnification of Director by Board of Directors (Nonprofit Corporation)
Form 3.128.3: Director's Affirmation and Undertaking as to Advance Against Indemnification of Director By Members (Nonprofit Corporation)
Form 3.129: Board of Directors' Resolution Authorizing Execution and Filing of Articles of Correction
Form 3.130: Board of Directors' Resolution Authorizing Preparation, Execution and Filing of a Document with a Government Agency
Form 3.131: Board of Directors' Resolution Authorizing an Interested Director Transaction
Form 3.132: Board of Directors' Resolutions Adopted in Meeting Conducted by Conference Telephone or Similar Communications Equipment
Form 3.133: Board of Directors' Resolution Authorizing Creation of Security Interests in Treasury Shares
Form 3.134: Board of Directors' Resolution Authorizing Assignment of Georgia Income Tax Credit to an Affiliated Corporation
Form 3.135: Board of Directors' Resolution Authorizing Election to Claim Certain Georgia Income Tax Credits For Employer-Provided or Employer-Sponsored Child Care
Form 3.210: Actions by Shareholders or Members, Including Documents Affecting Voting Rights
Form 3.211: Action Taken by Shareholders of Business Corporation or Members of Nonprofit Corporation without a Meeting by Documented Consent Action Electing Members of the Board of Directors
Form 3.213.1: Proxy
Form 3.213.2: Form of Proxy to Accompany Notice of Annual Meeting and Proxy Statement
Form 3.214.1: Voting Trust Agreement
Form 3.214.2: Voting Trust Agreement with Special Protective Provisions for Voting Trust Certificate Holders
Form 3.214.3: Voting Trust Certificate
Form 3.214.4: Election to Terminate Voting Trust Agreement
Form 3.215: Shareholders' Resolution Removing a Director and Electing Successor
Form 3.216: Shareholders' S Corporation Agreement
Form 3.311: Common Stock Underwriting Agreement
Form 3.312: Debenture Underwriting Agreement
Form 3.313: ``Poison Pill'' Rights Agreement
Form 3.314: Stock Pledge Agreement
Form 3.315: Stock Pledge Agreement (Alternate Form)
Form 3.316: Convertible Debenture Containing Antidilution and Preemptive Rights Provisions
Form 3.317: Subordinated Participating Promissory Note
Form 3.318: Share Warrants
Form 3.318.1: Common Share Warrant (One Class)
Form 3.318.2: Common Share Purchase Warrant (More Than One Class)
Form 3.318.3: Special Class Share Purchase Warrant
Form 3.411: Notifying Corporation of Administrative Dissolution
Form 3.412: Application for Reinstatement Following Administrative Dissolution by Secretary of State
Form 3.413: Statement of Resignation by Registered Agent
Form 3.414: Notice by Corporation's Registered Agent of Change of Business Office Address
Form 3.415: Articles of Correction
Form 3.510: Agreements Terminating Professional Corporation Relationships
Form 3.511: Termination by Stock Redemption
Form 3.512: Termination by Liquidation and Dissolution
Form 3.513: Termination by ``Tax-Free'' Split-Up
Form 3.611: Shareholder Written Demand For Action (Business Corporation)
Form 3.612: Director/Member Written Demand for Action (Nonprofit Corporation)
Form 3.710: Corporate Records
Form 3.711.1: Certificate of Corporate Resolutions
Form 3.711.2: Certification of Corporate Records
Form 3.712.1: Shareholder Request to Inspect Corporate Records of Business Corporation
Form 3.712.2: Member Request to Inspect Corporate Records of Nonprofit Corporation
Form 3.713: Petition/Complaint to Court to Compel Inspection and Copying of Records of Corporation
Form 3.714: Notice of Deposition with Subpoena For Documentary Evidence to Corporation
Form 3.715: Request for Production of Records of Corporation (as Third Party) Under
Form 3.716: Corporation's Response to Request for Production of Corporate Records (as Third Party) Under O.C.GA.
CHAPTER 4 BUSINESS AND NONPROFIT CORPORATIONS: EXTRAORDINARY ACTIONS
§ 4.010 Practice Considerations
Form 4.020: Amendment of Articles of Incorporation After Organization is Completed
Form 4.021: Consent Resolution of the Board of Directors of a Business Corporation Setting Forth Proposed Amendment to Articles of Incorporation
Form 4.022: Consent Resolution of the Board of Directors of a Business Corporation Adopting Proposed Amendment to Articles of Incorporation Not Requiring Shareholder Approval
Form 4.023: Consent Resolution of the Board of Directors of a Nonprofit Corporation with Members Setting Forth Proposed Amendment to Articles of Incorporation
Form 4.024: Consent Resolution of the Board of Directors of a Nonprofit Corporation Adopting Proposed Amendment to Articles of Incorporation Not Requiring Member Approval
Form 4.025: Consent Resolution of the Board of Directors of a Nonprofit Corporation without Members Setting Forth Adoption of Proposed Amendment to Articles of Incorporation
Form 4.026: Consent Resolution of the Shareholders of a Business Corporation Having Statutory Close Corporation Status Operating without Directors Setting Forth Adoption of Proposed Amendment to Articles of Incorporation
Form 4.031: Notice to Shareholders of Formal Meeting to Approve Proposed Amendment Recommended by Board of Directors to Articles of Incorporation of Business Corporation
Form 4.032: Notice to Shareholders of Business Corporation Electing Statutory Close Corporation Status Operating without a Board of Directors of Formal Meeting to Approve Proposed Amendment to Articles of Incorporation
Form 4.033: Notice to Members of Formal Meeting to Approve Proposed Amendment Recommended by Board of Directors to Articles of Incorporation of Nonprofit Corporation
Form 4.041: Unanimous Consent Action by Shareholders of Business Corporation Approving Proposed Amendment to Articles of Incorporation of Business Corporation
Form 4.042: Non-Unanimous Consent Action by Shareholders of Business Corporation Approving Proposed Amendment to Articles of Incorporation of Business Corporation
Form 4.043: Unanimous Consent Action by Members of Nonprofit Corporation Approving Proposed Amendment to Articles of Incorporation of Nonprofit Corporation
Form 4.044: Non-Unanimous Consent Action by Members of Nonprofit Corporation Approving Proposed Amendment to Articles of Incorporation of Nonprofit Corporation
Form 4.051: Amendment to Articles of Incorporation of Business Corporation by Directors Requiring Shareholder Approval
Form 4.052: Amendment to Articles of Incorporation of Business Corporation Not Requiring Shareholder Approval
Form 4.053: Amendment to Articles of Incorporation of Nonprofit Corporation with Members
Form 4.054: Amendment to Articles of Incorporation Adopted by Board of Directors of Nonprofit Corporation Not Requiring Member Approval
Form 4.055: Amendment to Articles of Incorporation Adopted by Board of Directors of Nonprofit Corporation without Members
Form 4.056: Amendment to Articles of Incorporation Adopted by Shareholders of Business Corporation with Statutory Close Corporation Status Operating without Directors
Form 4.061: Amendment to Articles of Incorporation of Business Corporation Pursuant to Reorganization by Court Order
Form 4.062: Amendment to Articles of Incorporation of Nonprofit Corporation Pursuant to Court Order
Form 4.071: Articles of Amendment Approved by Shareholders (Reclassifying Unissued Preferred Stock into a Series of Cumulative Convertible Preferred Stock with Substantial Protective Provisions)
Form 4.072: Amendment to Articles of Incorporation (Extension of Period of Existence)
Form 4.081: Restated Articles of Incorporation Adopted by Board of Directors of Business Corporation
Form 4.082: Filing Certificate for Restated Articles of Incorporation Adopted by Board of Directors of Business Corporation
Form 4.083: Restated Articles of Incorporation Adopted by Board of Directors of Nonprofit Corporation
Form 4.084: Filing Certificate for Restated Articles of Incorporation Adopted by Board of Directors of Nonprofit Corporation
Form 4.091: Restated Articles of Incorporation Adopted by Shareholders of Business Corporation
Form 4.092: Certificate for Filing Restated Articles of Incorporation Adopted by Shareholders of Business Corporation
Form 4.093: Restated Articles of Incorporation Adopted by Members of Nonprofit Corporation
Form 4.094: Certificate for Filing Restated Articles of Incorporation Adopted by Members of Nonprofit Corporation
Form 4.101.1: Letter to Publisher Requesting Publication of Notice of Change of Name for Business Corporation
Form 4.101.2: Letter to Publisher Requesting Publication of Notice of Intent to Change Name of Nonprofit Corporation
Form 4.102.1: Letter to Secretary of State Transmitting Articles of Amendment and Related Documents for Business Corporation
Form 4.102.2: Letter to Secretary of State Transmitting Articles of Amendment and Related Documents for Nonprofit Corporation
Form 4.103.1: Letter to Secretary of State Transmitting Restated Articles of Incorporation and Related Documents for Business Corporation
Form 4.103.2: Letter to Secretary of State Transmitting Restated Articles of Incorporation and Related Documents for Nonprofit Corporation
Form 4.104: Statement of Abandonment of Amendment to Articles of Incorporation
Form 4.210: Mergers
Form 4.211.1: Unanimous Consent Resolutions of the Board of Directors of a Business Corporation Adopting a Plan of Merger
Form 4.211.2: Unanimous Consent Resolutions of the Board of Directors of a Nonprofit Corporation Adopting a Plan of Merger
Form 4.212.1: Notice to Shareholders of Business Corporation Concerning Special Meeting to Approve Plan of Merger
Form 4.212.2: Notice to Members of Nonprofit Corporation of Special Meeting to Approve Plan of Merger
Form 4.213.1: Unanimous Consent Action by Shareholders of Business Corporation Approving Proposed Plan of Merger
Form 4.213.2: Unanimous Consent Action by Members of Nonprofit Corporation Approving Proposed Plan of Merger
Form 4.213.3: Consent Action by Shareholders Holding Majority of Voting Power of Business Corporation Approving Proposed Plan of Merger
Form 4.213.4: Consent Action by Members Holding Majority of Voting Power of Nonprofit Corporation Approving Proposed Plan of Merger
Form 4.214.1: Plan of Merger (Business Corporation)
Form 4.214.2: Plan of Merger (Nonprofit Corporation with Members)
Form 4.214.3: Plan of Merger (Nonprofit Corporation without Members) Form 4.215: Plan of Merger of at Least a 90-Percent Subsidiary into Parent Business Corporation
Form 4.216.1: Articles of Merger for Business Corporation
Form 4.216.2: Articles of Merger for Nonprofit Corporation
Form 4.217: Articles of Merger of at Least a 90-Percent Business Corporation Subsidiary into Parent Business Corporation if Articles of Incorporation of Parent Are Not Amended
Form 4.218.1: Certificate of Merger (Business Corporation)
Form 4.218.2: Certificate of Merger (Nonprofit Corporation)
Form 4.219.1: Letter to Publisher Requesting Publication of Notice of Merger (Business Corporation)
Form 4.219.2: Letter to Publisher Requesting Publication of Notice of Merger (Nonprofit Corporation)
Form 4.220.1: Certificate to Secretary of Statefor Publication of Notice of Merger (Business Corporation)
Form 4.220.2: Certificate to Secretary of Statefor Publication of Notice of Merger (Nonprofit Corporation)
Form 4.221.1: Letter to Secretary of State Transmitting Articles or a Certificate of Merger and Related Documents and a Certificate of Publication Notice (Business Corporation)
Form 4.221.2: Letter to Secretary of State Transmitting Articles or a Certificate of Merger and Related Documents and a Certificate of Publication Notice (Nonprofit Corporation)
Form 4.222: Statement of Abandonment of Merger
Form 4.310: Share Exchanges
Form 4.311: Resolutions of the Board of Directors of a Business Corporation Adopting a Plan of Share Exchange
Form 4.312: Notice to Shareholders of Business Corporation of Formal Meeting to Approve Plan of Share Exchange
Form 4.313: Consent Action by Shareholders of Business Corporation Approving Proposed Plan of Share Exchange
Form 4.314: Plan of Share Exchange for Business Corporations
Form 4.315: Articles of Share Exchange
Form 4.316: Certificate of Share Exchange (Business Corporations)
Form 4.317: Letter to Publisher Requesting Publication of Notice of Share Exchange
Form 4.318: Certificate of Publication Notice Concerning Share Exchange
Form 4.319: Letter to Secretary of State Transmitting Articles or a Certificate of Share Exchange and Related Documents
Form 4.320: Statement of Abandonment of Share Exchange
Form 4.410: Transfer of Assets
Form 4.411: Resolution of the Board of Directors Authorizing Sale of Substantially All of the Property and Assets of the Corporation
Form 4.412: Notice to Shareholders or Members of Meeting to Approve Sale of Substantially All of the Property and Assets of the Corporation
Form 4.413: Consent Action by Shareholders or Members Approving Sale of All or Substantially All of the Property and Assets of the Corporation.
Form 4.414: Assets Purchase Agreement
Form 4.510: Voluntary Dissolution
Form 4.511: Resolution Proposing Voluntary Dissolution
Form 4.511.1: Business Corporation
Form 4.511.2: Nonprofit Corporation
Form 4.511.3: Statutory Close Corporation Operating without Board of Directors
Form 4.512: Notice to Shareholders or Members of Meeting to Approve Articles of Dissolution
Form 4.513: Resolution of Shareholders or Members Approving Dissolution
Form 4.513.1: Business Corporation
Form 4.513.2: Nonprofit Corporation
Form 4.514: Notice of Intent to Dissolve and Certificate of Publication
Form 4.514.1: Business Corporation
Form 4.514.2: Nonprofit Corporation
Form 4.514.3: Statutory Close Business Corporation With Shareholder Management
Form 4.515: Letter to Publisher Requesting Publication of Notice of Intent to Dissolve Corporation
Form 4.515.1: Business Corporation
Form 4.515.2: Nonprofit Corporation
Form 4.516: Articles of Dissolution
Form 4.516.1: Business Corporation
Form 4.516.2: Nonprofit Corporation
Form 4.517: Plan of Complete Liquidation and Dissolution
Form 4.517.1: Business Corporation
Form 4.517.2: Nonprofit Corporation
Form 4.517.3: Statutory Close Business Corporation With Shareholder Management
Form 4.518: Revocation of Voluntary Dissolution Proceedings by Act of Corporation (Resolution of Shareholders or Members)
Form 4.519: Revocation of Voluntary Dissolution Proceedings by Act of Corporation (Consent Action of Board of Directors)
Form 4.520: Notice of Revocation of Intent to Dissolve
Form 4.521: Articles of Dissolution Prior to Completion of Organization and Commencement of Corporate Activities
Form 4.521.1: Business Corporation
Form 4.521.2: Nonprofit Corporation
Form 4.610: Dissenters' Rights to Fair Value
Form 4.611: Notice of Intention to Demand Payment
Form 4.612: Dissenters' Notice
Form 4.613: Dissenters' Demand for Payment
Form 4.614: Offer to Dissenting Shareholders
Form 4.710: Letters of Intent
Form 4.711: Short Form Letter of Intent for a Purchase of Assets
Form 4.712: Short Form Letter of Intent for a Purchase of Stock
Form 4.713: Short Form Letter of Intent for a Merger
Form 4.714: Long Form Letter of Intent
Form 4.715: Preliminary Paragraphs for Inclusion in Letter of Intent Involving a Sale of Assets
Form 4.716: Preliminary Paragraphs for Inclusion in Letter of Intent Involving a Merger
Form 4.717: Exclusive Sale of Assets Letter Agreement with Broker

CHAPTER 5 BUSINESS CORPORATIONS: OWNERSHIP ACTIONS
§ 5.010 Practice Considerations
Form 5.011: Georgia Notice of Rescission and Rescission Form
Form 5.020: Subscription Agreements
Form 5.021: Basic Subscription Agreement for Business Corporations
Form 5.022: Simple Subscription Agreement for Business Corporations
Form 5.023: Moderately Complex Subscription Agreement Embodying Provisions Respecting Certain Exemptions from Securities Law Registration Requirements
Form 5.024: Subscription Agreement to Be Utilized in Georgia Registered Public Offering That Is Exempt from Registration under the Federal Securities Act of 1933 pursuant to Securities and Exchange Commission Rule 147
Form 5.025: Subscription Agreement Provision Modifying Statutory Period of Subscription Irrevocability
Form 5.030: Board of Directors' Stock Issuance Resolutions
Form 5.031: Board of Directors' Resolutions Complying with Georgia Business Corporation Code Stock Issuance Consideration Requirements
Form 5.032: Board of Directors' Resolution Authorizing Stock Option Agreements
Form 5.033: Board of Directors' Resolution Authorizing Issuance of New Stock Certificates Pursuant to a Shareholder's Affidavit of Lost, Stolen, or Destroyed Certificates
Form 5.034: Board of Directors' Resolutions in Respect of the Issuance of Stock
Form 5.035: Board of Directors' Resolution Authorizing Filing of a Registration Statement for Stock to be Issued in a Public Offering
Form 5.036: Board of Directors' Resolution Authorizing the Offer for Subscription and Sale of Shares Exempt from Registration under Applicable Federal and State Securities Acts
Form 5.037: Board of Directors' Resolution Respecting Acquisition of a Corporation's Fractional Shares
Form 5.038: Board of Directors' Resolution Respecting a Tax-Free Section 351 Transfer
Form 5.039: Board of Directors' Resolution for the Issuance of Stock for Past Services
Form 5.040: Stock Option, Buy-Sell and Stock Redemption Agreements
Form 5.041: Stock Option Agreement
Form 5.042: Purchase (upon Exercise of Stock Option)
Form 5.043.1: Buy-Sell (Restrictive Stock Transfer) Agreement (Version 1)
Form 5.043.2: Buy-Sell (Restrictive Stock Transfer) Agreement (Version 2)
Form 5.043.3: Buy-Sell (Restrictive Stock Transfer) Agreement (Version 3)
Form 5.044.1: Stock Redemption Agreement (Version 1)
Form 5.044.2: Stock Redemption Agreement (Version 2)
Form 5.050: Stock Certificates, Legend Requirements, Inspection Rights and Certification Matters
Form 5.051: Stock Certificates
Form 5.051.1: Stock CertificateForm
Form 5.051.2: Stock CertificateForm with Notice of Warrants
Form 5.051.3: Stock Certificatewith Warrant to Purchase
Form 5.052: Stock Certificate Legends Respecting Restrictions on Transferability in Compliance with Restrictive Stock Transfer Agreements or under Terms of Stock Issuance Made in Accordance with Securities Law Exemptions
Form 5.053: Stock Certificate Legend Respecting Shares Issued by a Statutory Close Corporation
Form 5.054: Stock Certificate Legend Respecting Shares Issued for Contract for Future Services or Benefits or for Promissory Note
Form 5.055: Affidavit Respecting a Lost, Stolen or Destroyed Stock Certificate and Containing a Relevant Indemnity Agreement
Form 5.056: Stock Certificate Legend Respecting Summary of Preferences, Limitations and Rights Where Corporation Has More Than One Class of Stock
Form 5.061: Notice To Acquiring Shareholder of Privileges and Restrictions Concerning Acquired Shares in Business Corporation
Form 5.071: Stock Purchase Agreement Respecting the Acquisition in a "Private Placement" of Shares of a Publicly Held Corporation
Form 5.072: Agreement for Purchasing All of the Shares of a Closely Held Corporation
Form 5.080: Reverse Stock Split
Form 5.081: Action by Consent of the Board of Directors Advising an Amendment to Articles of Incorporation Implementing a Reverse Stock Split
Form 5.082: Notice to Shareholders of Special Meeting to Approve Articles of Amendment Implementing a Reverse Stock Split
Form 5.083: Minutes of a Special Meeting of Shareholders Approving Articles of Amendment Implementing a Reverse Stock Split
Form 5.091: Registration Rights
Form 5.092: Registration Rights Agreement
Form 5.093: Registration Covenants

CHAPTER 6 PARTNERSHIPS, LIMITED LIABILITY PARTNERSHIPS AND LIMITED PARTNERSHIPS
§ 6.010 Practice Considerations
Form 6.020: Partnerships
Form 6.021.1: Simple Partnership Agreement
Form 6.021.2: Partnership Agreement Where Real Estate Is Primary Activity
Form 6.021.3: Complex Partnership Agreement Between Two Corporate Partners
Form 6.021.4: Joint Venture Agreement Form 6.022: Statement of Partnership
Form 6.023: Amendment to Statement of Partnership
Form 6.024: Buy-Sell Agreement Between Partners
Form 6.024.1: Buy-Sell General Agreement
Form 6.024.2: Buy-Sell Hold Harmless and Indemnification Agreement
Form 6.024.3: Buy-Sell Lease Guaranty Agreement
Form 6.024.4: Buy-Sell Promissory Note
Form 6.030: Limited Partnerships
Form 6.031.1: Limited Partnership Agreement
Form 6.031.2: Limited Partnership Agreement Where Real Estate Is Primary Activity
Form 6.031.3: Complex Limited Partnership Agreement Containing Form 6.031.4: Agreement to Purchase 50 Percent of the General and Limited Partnership Interests in a Limited Partnership
Form 6.031.5: Cross-Indemnity Agreement
Form 6.032.1: Limited Partnership Certificate
Form 6.032.2: Amendment to Certificate of Limited Partnership
Form 6.033: Certificate of Limited Partnership Transmittal Information Form for Georgia Limited Partnership
Form 6.034.1: Certificate of Limited Partnership Filing
Form 6.034.2: Certificate of Limited Partnership Filing (Limited Partnership Electing To Incorporate Georgia Revised Limited Partnership Act)
Form 6.035: Cancellation of Limited Partnership Certificate
Form 6.036.1: Application for Certificate of Authority for Foreign Limited Partnership Form
Form 6.036.2: Certificate of Authority to Transact Business (Foreign Limited Partnership)
Form 6.036.3: Application for Withdrawal of a Foreign Limited Partnership
Form 6.037: Certificate of Election of Business Entity to Become Limited Partnership
Form 6.038: Limited Partnership Annual Registration
Form 6.039: Articles of Correction
Form 6.040: Limited Liability Partnerships
Form 6.041: Statement of Limited Liability Partnership Election to Be Filed with the Clerk of Superior Court
Form 6.042: Cancellation of Limited Liability Partnership Election
Form 6.043: Application for Certificate of Authority for Foreign Limited Liability Partnership
Form 6.044: Limited Liability Limited Partnership Certificate
Form 6.045: Amendment to Certificate of Limited Liability Limited Partnership
Form 6.046: Cancellation of Limited Liability Limited Partnership Certificate
Form 6.047: Limited Liability Partnership Annual Registration
Form 6.048: Notifying Foreign Limited Liability Partnership of Revocation of Authority to Transact Business
Form 6.049: Application for Withdrawal of a Foreign Limited Liability Partnership

CHAPTER 7 LIMITED LIABILITY COMPANIES
§ 7.010 Practice Considerations
Form 7.021: Articles of Organization Under Georgia Limited Liability Company Act
Form 7.021.1: List of Optional Provisions Concerning Limited Liability Companies That May Be Included in the Articles of Organization or in the Operating Agreement
Form 7.022: Certificate of Corporation or Partnership to Elect to Become a Limited Liability Company
Form 7.023: Limited Liability Company Transmittal Information Form
Form 7.024: Certificate of Organization
Form 7.025: Limited Liability Company Annual Registration
Form 7.026: Notification of Administrative Dissolution to Limited Liability Company
Form 7.027: Articles of Correction Form 7.028: Dissolution and Winding Up of Limited Liability Company
Form 7.028.1: Plan of Dissolution for Limited Liability Company
Form 7.028.2: Statement filed with Georgia Secretary of State to Commence Winding Up Affairs of Georgia Limited Liability Company
Form 7.028.3: Notice to Known Claimants of Dissolved Limited Liability Company
Form 7.028.4: Request to Publish ``Request for Claims'' with Respect to Unknown Claims of Dissolved Limited Liability Company
Form 7.028.5: Certificate of Termination for Limited Liability Company
Form 7.031.1: Operating Agreement (Simple Form)
Form 7.031.2: Operating Agreement (Alternative Form)
Form 7.031.3: Operating Agreement for a Real Estate Limited Liability Company
Form 7.032: Operating Agreement (Complex Form)
Form 7.033: Provisions Should Ownership Interests of Limited Liability Company Eventually Be Issued as Securities in a Public Offering
Form 7.034: Provisions for Professional Entity Electing to Operate as a Limited Liability Company
Form 7.035: Optional Provisions for Transfer of Membership Interests
Form 7.036: Optional Provisions for Special Tax-Related Allocations
Form 7.037: Member Representations with Regard to Transaction in Securities
Form 7.041: Application for Certificate of Authority for Foreign Limited Liability Company
Form 7.042: Certificate of Authority to Transact Business (Foreign Limited Liability Company)
Form 7.043: Notice of Revocation of Foreign Limited Liability Company
Form 7.044: Application for Withdrawal of a Foreign Limited Liability Company
Form 7.051: Notice of Admission of New Member
Form 7.052: General Notice of Meeting
Form 7.053: Assumption of Personal Debt by New Member

CHAPTER 8 BUSINESS ENTITIES: EMPLOYMENT, FINANCIAL, AND OTHER RELATIONSHIPS
§ 8.010 Practice Considerations
Form 8.100: Trade Secret, Confidentiality, and Noncompetition and Nonsolictation Agreements
Form 8.101: Noncompetition and Nonsolicitation Covenants
Form 8.102: Nondisclosure Agreement
Form 8.103: Employment Comprehensive Nondisclosure Agreement
Form 8.104: Employment Noncompetition and Confidentiality Covenants
Form 8.105: Employment Proprietary, Nondisclosure and Nonsolicitation Agreement
Form 8.106: Confidentiality and Invention Assignment Agreement
Form 8.107: Business Combination Confidentiality Agreement
Form 8.108: Business Combination Confidentiality Letter Agreement
Form 8.200: Employment Policies and Agreements
Form 8.201: Sample Personnel Policies Handbook
Form 8.202: Corporate Equal Employment Opportunity Plan
Form 8.202.1: Affirmative Action Clause Required by Executive Order 11246
Form 8.202.2: Affirmative Action Clause Required by Rehabilitation Act of 1973 (and the Americans with Disabilities Act)
Form 8.202.3: Affirmative Action Clause Required by Vietnam Era Veterans Readjustment Assistance Act
Form 8.202.4: Compliance with Drug-Free Workplace Act of 1988
Form 8.203: Policy on Conflicts of Interest and Disclosure Statement
Form 8.204: Mandatory Employee Arbitration Procedure
Form 8.205.1: Nonunion Employee Return-to-Work Agreement Following of Substance Abuse
Form 8.205.2: Union Employee Return-to-Work Agreement Following of Substance Abuse
Form 8.211.1: Simple Executive Employment Agreement (Version 1)
Form 8.211.2: Simple Executive Employment Agreement (Version 2)
Form 8.211.3: Simple Executive Employment Agreement (Version 3)
Form 8.212: Moderately Complex Employment Agreement with Intensive Restrictive Covenants on Competition and Confidential Information
Form 8.213: Complex Employment Agreement Containing Extensive Warranties Relating to Potential Rights of Prior Employer Against Employee and Subsequent Employer
Form 8.214: Employment Agreement with Incentive Provisions
Form 8.215.1: Employment Agreement for a Professional Employee of a Professional Corporation (Version 1)
Form 8.215.2: Employment Agreement for a Professional Employee of a Professional Corporation (Version 2)
Form 8.221: Employee Severance Agreement
Form 8.222: Corporate Executive Severance Agreement
Form 8.223: Severance Agreement for a Professional of a Professional Corporation
Form 8.231: Independent Contractor Agreement
Form 8.232: Independent Contractor Agreement with Protective Provisions for Principal
Form 8.300: Employee Benefit Plans and Policies
Form 8.301: Cafeteria Plan
Form 8.302: Medical Reimbursement Plan
Form 8.303: Appreciation Rights Plan
Form 8.304: Deferred Compensation Agreement
Form 8.305: Executive Employee Death Benefit Plan
Form 8.400: Debtor-Creditor Relationships
Form 8.401: Work-Out and Settlement Agreement
Form 8.402: Revolving Credit Loan Agreement
Form 8.403: Pledge and Security Agreement
Form 8.404: Inter-Creditor Agreement
Form 8.405: Agreement to Substitute Collateral
Form 8.406: Forbearance Agreement
Form 8.500: Contracts Between A Business Entity and Outside Parties
Form 8.501: Master Equipment Lease Agreement
Form 8.502: Equipment Purchase and Software License Agreement
Form 8.511: Sales Representative Agreement Between Corporations
Form 8.512: Exclusive Master Distributorship Agreement
Form 8.521: Franchise Licensing Agreement
Form 8.522: Broadcast Media Production Agreement
Form 8.531: Facility Management Agreement
Form 8.532: Benefit Programs Management Agreement

 

Speer, G. William

G. William Speer is a practicing attorney in Atlanta. Mr. Speer¿s practice is concen¿trated in the areas of corporate and securities law and mergers and acquisitions. He is a graduate of Duke University and the Duke University School of Law. He is a frequent lecturer and panelist at the seminars sponsored by the Practicing Law Institute, American Bar Association subcommittees on banking and business law, and the Georgia Bar Associ¿ation in the areas of corporate and securities law, leveraged buy¿outs, and professional liability of accountants. Mr. Speer is a member of the Federal Regulation of Securities and Small Business Committees of the Section of Corporation, Banking, and Business Law of the American Bar Association, and a member of the Securities Subcommittee of the Corporate and Banking Law Section of the State Bar of Georgia. Mr. Speer is a partner of the Atlanta law firm of Powell, Goldstein, Frazer & Murphy.

Moeling, IV, Walter G.

Walter G. Moeling, IV, is a practicing corporate and banking attorney in Atlanta. He is a graduate of Duke University and the Duke University School of Law, where he served on the Editorial Board of the Duke Law Journal. Mr. Moeling is a member of the Section of Corporation, Banking, and Business Law of the American Bar Association, the Corporate and Banking Law Section of the State Bar of Georgia, and the Financial Institutions Committee of the Employee Stock Ownership Association. He has lectured frequently at seminars and continuing legal education programs on banking law sponsored by the American Bankers Association, the Institutes for Continuing Legal Education in Georgia and Alabama, and the Executive Enterprises. Mr. Moeling is a partner of the Atlanta law firm of Powell, Goldstein, Frazer & Murphy.

Fischer, David Jon

David Jon Fischer has been a sole practitioner in private practice in Atlanta, focusing primarily in corporate matters and business litigation. He is a graduate of the University of Miami and the University of Miami School of Law. He has written extensively on business law issues for various magazines and has written articles for legal journals. Mr. Fischer has taught business associations courses for the juris doctor degree level, and legal environment of business courses at the undergraduate degree level. He has also lectured at continuing legal education programs on corporate law for the Institute of Continuing Legal Education in Georgia.

Stallings, Ronald D.

Ronald D. Stallings is an attorney in Atlanta, practicing principally in the areas of corporate and municipal finance. He is a graduate of the Georgia Institute of Technology and the University of Virginia School of Law. Mr. Stallings is a member of the Corporation, Banking, and Business Law Section of the American Bar Association, the Corporate and Banking Law Section of the State Bar of Georgia, and the National Association of Bond Lawyers. Mr. Stallings is a partner of the Atlanta law firm of Powell, Goldstein, Frazer & Murphy.