Georgia CommonsTitle 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 1. BOARD OF DIRECTORS
14-3-801. Requirement for and duties of board of directors.
Current through: Including Acts of the 2025 Regular Session of the General Assembly.
- (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.#
History
Code 1981, § 14-3-801, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.
Editor's notes
Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023, reenacted this Code section without change.
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)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, pages 104 to 105; merge action: replaced; file SHA-256 b004123363dc.
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