Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 1. BOARD OF DIRECTORS

14-2-805. Terms of directors generally.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

(a)
The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.#
(b)
The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under Code Section 14-2-806.#
(c)
A decrease in the number of directors does not shorten an incumbent director’s term.#
(d)
A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the shareholders and until the election and qualification of the successor.#
(e)
Despite the expiration of a director’s term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-805, enacted by Ga. L. 1988, p. 1070, § 1.

Law reviews

For article, ‘‘The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law,’’ see 37 Mercer L. Rev. 79 (1985). For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B.J. 101 (1991).

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 225 to 226; merge action: carried; file SHA-256 f2fad2b71b39.

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