---
title: O.C.G.A. § 46-3-302. Removal of officers; filling of vacancies.
collection: code
id: 46-3-302
cite_as: O.C.G.A. § 46-3-302 (2025)
canonical_url: https://georgiacommons.org/code/46-3-302
md_url: https://georgiacommons.org/code/46-3-302.md
text_url: https://georgiacommons.org/code/46-3-302/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t46-(v34)-2025-pdf.pdf?sfvrsn=48adb3c4_0#page=295
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 Session of the General Assembly of Georgia
heading_path: PUBLIC UTILITIES AND PUBLIC TRANSPORTATION / ELECTRICAL SERVICE / ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES / DIRECTORS AND OFFICERS
---

# O.C.G.A. § 46-3-302. Removal of officers; filling of vacancies.

(a) Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the best interests of the electric membership corporation will be served thereby.

(b) An officer or agent elected by the members may be removed only by vote of the members unless the members shall have authorized the board to remove such officer or agent; but the authority of such officer or agent to act for the electric membership corporation may be suspended by the board for cause.

(c) Any officer or agent appointed otherwise than by the board of directors or by the members may be removed with or without cause at any time by any officer having authority to appoint, except as may be otherwise provided in the articles of incorporation or bylaws, whenever such officer in his absolute discretion shall consider that the best interests of the electric membership corporation will be served thereby.

(d) Removal as provided in this Code section shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.

(e) Any vacancy, however occurring, in any office may be filled by the board of directors unless the articles of incorporation or bylaws shall have expressly reserved such power to the members.

## History

Code 1933, § 34C-612, enacted by Ga. L. 1981, p. 1587, § 1.