---
title: O.C.G.A. § 14-3-804. Election of directors.
collection: code
id: 14-3-804
cite_as: O.C.G.A. § 14-3-804 (2025)
canonical_url: https://georgiacommons.org/code/14-3-804
md_url: https://georgiacommons.org/code/14-3-804.md
text_url: https://georgiacommons.org/code/14-3-804/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=106
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 / NONPROFIT CORPORATIONS / DIRECTORS AND OFFICERS / BOARD OF DIRECTORS
---

# O.C.G.A. § 14-3-804. Election of directors.

(a) If the corporation is a membership corporation, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated in some other manner.

(b) If the articles of incorporation or bylaws authorize dividing the members into classes, the articles or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. Unless otherwise provided in the articles or bylaws, a class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

(c) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.

## History

Code 1981, § 14-3-804, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, substituted “If the corporation is a membership corporation” for “If the corporation has members” at the beginning of subsection (a) and added “in some manner” at the end; added present subsection (b); and redesignated former subsection (b) as present subsection (c).