---
title: O.C.G.A. § 14-2-805. Terms of directors generally.
collection: code
id: 14-2-805
cite_as: O.C.G.A. § 14-2-805 (2025)
canonical_url: https://georgiacommons.org/code/14-2-805
md_url: https://georgiacommons.org/code/14-2-805.md
text_url: https://georgiacommons.org/code/14-2-805/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=225
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.
up: https://georgiacommons.org/code/14-2.md
previous: https://georgiacommons.org/code/14-2-804.md
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index: https://georgiacommons.org/code/index.md
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. § 14-2-805. Terms of directors generally.

(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.

## 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).