Board of Directors

O.C.G.A. tit. 14, ch. 3, art. 8, pt. 1

in effect

O.C.G.A. § 14-3-801 Requirement for and duties of board of directors.

14-3-801. Requirement for and duties of board of directors. (a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board. (c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation. (d) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. (Code 1981, § 14-3-801, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-802 Qualifications of directors.

14-3-802. Qualifications of directors. Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the articles so require. The articles or bylaws may prescribe other qualifications for directors. (Code 1981, § 14-3-802, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-803 Number of directors.

14-3-803. Number of directors. (a) A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws. A corporation without members that is not in existence prior to July 1, 2023, must have a board of directors consisting of three or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws. (b) The articles or bylaws may authorize the members or the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If the variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members, or if the articles or bylaws so provide, by the board of directors. (Code 1981, § 14-3-803, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-804 Election of directors.

14-3-804. Election of directors. (a) If the corporation is a membership corporation, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated in some other manner. (b) If the articles of incorporation or bylaws authorize dividing the members into classes, the articles or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. Unless otherwise provided in the articles or bylaws, a class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (c) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. (Code 1981, § 14-3-804, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-805 Terms of directors.

14-3-805. Terms of directors. (a) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of directors. In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms. (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies or until there is a decrease in the number of directors. (Code 1981, § 14-3-805, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-806 Staggered terms for directors.

14-3-806. Staggered terms for directors. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. (Code 1981, § 14-3-806, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-807 Resignation of directors.

14-3-807. Resignation of directors. (a) A director may resign at any time by delivering notice in writing or by electronic transmission to the presiding officer of the board of directors, the secretary, or the chief executive officer or in such other manner as the articles or bylaws may provide. (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date or an effective date determined by the happening of an event. (c) A resignation that is conditioned upon the happening of an event may provide that such resignation is irrevocable. (Code 1981, § 14-3-807, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 39.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-808 Removal of directors.

14-3-808. Removal of directors. Unless the corporation's articles or bylaws provide otherwise with regard to elected directors: (1) The members may remove, with or without cause, one or more directors elected by them; (2) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping; (3) Except as provided in paragraph (9) of this Code section, a director may be removed under paragraph (1) or (2) of this Code section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors; (4) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the director may not be removed if the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal; (5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director; (6) In computing whether a director is protected from removal under paragraphs (2) through (4) of this Code section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election; (7) An entire board of directors may be removed under paragraphs (1) through (5) of this Code section; (8) A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and (9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. (Code 1981, § 14-3-808, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-809 Procedure for removing directors.

14-3-809. Procedure for removing directors. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws with regard to appointed directors: (1) An appointed director may be removed without cause by the person appointing the director; (2) The person removing the director shall do so by giving written notice of the removal to the director and to the presiding officer of the board, the corporation's chief executive officer, or the corporation's secretary; and (3) A removal is effective when the notice is effective unless the notice specifies a future effective date. (Code 1981, § 14-3-809, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-810 Removal of director by court.

14-3-810. Removal of director by court. (a) The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant. (Code 1981, § 14-3-810, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023; Ga. L. 2026, Act 723 (HB 1268), eff. July 1, 2026.)

O.C.G.A. § 14-3-811 Vacancies.

14-3-811. Vacancies. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (e) If there are no directors of a corporation without members, the Attorney General or any interested person may petition the superior court to appoint at least three directors or the minimum number required by the articles or bylaws. If the interested person is not the Attorney General, such interested person shall provide notice of the petition to the Attorney General. (Code 1981, § 14-3-811, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-812 Compensation of directors.

14-3-812. Compensation of directors. Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Code 1981, § 14-3-812, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-813 Appointment of provisional director in case of deadlock.

14-3-813. Appointment of provisional director in case of deadlock. (a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section. (b) Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard. (c) The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation, and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court. (Code 1981, § 14-3-813, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 66, 67.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026