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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

14-2-808. Removal of directors by shareholders.

Active

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

  1. (a)

    The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors may be removed only for cause.#

  2. (b)

    If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.#

  3. (c)

    If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only by a majority of the votes entitled to be cast.#

  4. (d)

    If the directors have staggered terms as provided in Code Section 14-2-806, directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise.#

  5. (e)

    A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.#

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, § 14-2-808, 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).

Read the official page (the state's PDF, opened at the page this text was read from).

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 229 to 230; merge action: carried; file SHA-256 f2fad2b71b39.