Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 4. OFFICERS

14-3-840. Required officers; minutes and records; holding more than one office; titles; signing of documents.

Active

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

(a)
A corporation shall have a chief executive officer, a secretary, and a chief financial officer, provided that the articles of incorporation or bylaws may designate other titles in lieu of or in addition to chief executive officer or chief financial officer. The corporation may have additional officers as described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.#
(b)
A corporation may have an executive director. Unless the corporation’s articles or bylaws state otherwise, the executive director shall be an officer of the corporation.#
(c)
A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.#
(d)
The articles, bylaws, or board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.#
(e)
Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation, except that the offices of chief executive officer and secretary shall not be held by the same individual.#
(f)
The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws, and in such case any document required or permitted by any law of this state to be signed by the chief executive officer, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.#

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, § 14-3-840, 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, rewrote subsection (a), which read: “A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.”; added present subsection (b); redesignated former subsections (b) through (e) as present subsections (c) through (f), respectively; in present subsection (d), deleted “the” preceding “board”; in present subsection (e), added “, except that the offices of chief executive officer and secretary shall not be held by the same individual” at the end; and, in present subsection (f), substituted a comma for a semicolon following “or the bylaws” and substituted “signed by the chief executive officer” for “signed by the president”.

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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 120 to 121; merge action: replaced; file SHA-256 b004123363dc.

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