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2018 Georgia Code 14-2-811 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-811 Case Law from Google Scholar Amendments to OCGA 14-2-811

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 8 DIRECTORS AND OFFICERS

14-2-811. Compensation of directors.

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

(Code 1981, §14-2-811, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 8.11. There is no change from former law, § 14-2-140(d).

This section puts at rest the question whether the board of directors can fix the compensation of its members for serving as directors.

Cross-References Articles of incorporation, see § 14-2-202 and Article 10, Part 1. Committees of board of directors, see § 14-2-825. Director standards of conduct, see §§ 14-2-830 &14-2-831. Directors' conflicting interest transactions, see § 14-2-860 et seq.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18B Am. Jur. 2d, Corporations, § 1635 et seq.

C.J.S.

- 19 C.J.S., Corporations, § 629.

ALR.

- Participation by corporate director in vote or meeting fixing compensation for his own services, 175 A.L.R. 577.

PART 2 M EETINGS AND ACTION OF THE BOARD

14-2-820. Meetings.

  1. The board of directors may hold regular or special meetings in or out of this state.
  2. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(Code 1981, §14-2-820, enacted by Ga. L. 1988, p. 1070, § 1.)

Law reviews.

- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B.J. 243 (1973).

COMMENT

Source: Model Act, § 8.20. There is no substantial change from former law, § 14-2-148(a) (the first sentence of which was the counterpart to subsection (a)), and § 14-2-146(c), which was the counterpart to subsection (b).

This section authorizes meetings of directors anywhere. No distinction is made between meetings in-state and out-of-state. It also authorizes the board of directors to permit any or all directors to participate in a meeting by the use of any means of communication by which all directors participating may simultaneously hear each other.

Cross-References Action without meeting, see § 14-2-821. Articles of incorporation, see § 14-2-202 and Article 10, Part 1. Bylaws, see § 14-2-206 and Article 10, Part 2. Notice of meeting, see § 14-2-822. Quorum and voting, see § 14-2-824. Waiver of meeting notice, see § 14-2-823.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under Ga. L. 1937-38, Ex. Sess., p. 214 and Code Section 14-2-148, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Notice of special meetings.

- If one of three directors is not given notice of a special meeting, the meeting will not be competent to proceed with the transaction of business. Knox v. Commissioner, 323 F.2d 84 (5th Cir. 1963) (decided under former Ga. L. 1937-38, Ex. Sess., p. 214).

Cited in Sherrer v. Hale, 248 Ga. 793, 285 S.E.2d 714 (1982).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18B Am. Jur. 2d, Corporations, § 1231 et seq.

C.J.S.

- 19 C.J.S., Corporations, §§ 547, 548.

ALR.

- Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.

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