---
title: O.C.G.A. § 14-3-810. Removal of director by court.
collection: code
id: 14-3-810
cite_as: O.C.G.A. § 14-3-810 (2025)
canonical_url: https://georgiacommons.org/code/14-3-810
md_url: https://georgiacommons.org/code/14-3-810.md
text_url: https://georgiacommons.org/code/14-3-810/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=110
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/14-3.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 / NONPROFIT CORPORATIONS / DIRECTORS AND OFFICERS / BOARD OF DIRECTORS
---

# O.C.G.A. § 14-3-810. Removal of director by court.

(a) The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that:

(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a “director’s conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860; and

(2) Removal is in the best interest of the corporation.

(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

(c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.

## History

Code 1981, § 14-3-810, 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, deleted “either” following “commenced” and substituted “in the case of a charitable corporation, the Attorney General” for “in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General” in the beginning of subsection (a), and substituted “in a ‘director’s conflicting interest transaction’ as defined” for “in a director’s conflicting interest transaction as defined” in paragraph (a)(1).