---
title: O.C.G.A. § 14-2-803. Number and election of directors.
collection: code
id: 14-2-803
cite_as: O.C.G.A. § 14-2-803 (2025)
canonical_url: https://georgiacommons.org/code/14-2-803
md_url: https://georgiacommons.org/code/14-2-803.md
text_url: https://georgiacommons.org/code/14-2-803/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=222
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / DIRECTORS AND OFFICERS / BOARD OF DIRECTORS
---

# O.C.G.A. § 14-2-803. Number and election of directors.

(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

(c) In the case of a corporation having cumulative voting:

(1) Any amendment of the bylaws decreasing the number or minimum number of directors must be adopted by the shareholders; and

(2) No amendment of either the articles of incorporation or the bylaws decreasing the number or minimum number of directors shall be effective when the number of shares voting against the proposal for decrease would be sufficient to elect a director if voted cumulatively at an annual election.

(d) After initial election or appointment pursuant to Code Section 14-2-205, directors are elected at each annual shareholders’ meeting unless their terms are staggered under Code Section 14-2-806.

## History

Code 1981, § 14-2-803, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 31; Ga. L. 2016, p. 225, § 1-2/SB 128.

## Law Reviews

For article, ‘‘The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law,’’ see 37 Mercer L. Rev. 79 (1985).

## Other Notes

The 2016 amendment, effective July 1, 2016, substituted the present provisions of subsection (b) for the former provisions, which read: ‘‘The articles of incorporation or bylaws may authorize the shareholders 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 a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or, if the articles or bylaws so provide, by the board of directors.’’