O.C.G.A. § 14-2-841 (2019)

Annotations

COMMENT Source: 1984 Model Act § 8.41 amended, proposed 59 Bus. Law. 569 (2004), adopted 60 Bus. Law. 943 (2005). Section 14-2-841 recognizes that persons designated as officers have the formal authority set forth for that position (1) by its description in the bylaws, (2) by specific action of the board of directors, or (3) by direction of another officer authorized by the board of directors to prescribe the functions of other officers. It preserves the approach of former § 14-2-150. Note to 1993 Amendment The 1993 amendment changed existing Georgia law by conferring general authority on the chief executive officer or president of a company to conduct ordinary business and execute and deliver contracts, conveyances or similar documents on behalf of the corporation, excluding agreements which expressly require approval of the board of directors or shareholders pursuant to other provisions of the Code. The 1993 amendment thus rejected Georgia case law which held that a president of a corporation has no such inherent authority. The 1993 Amendment permitted a corporation to negate such a delegation of authority by including an appropriate provision in its articles of incorporation or bylaws, or through resolution of its board of directors. Note to 2016 Amendment This Note to 2016 Amendment supersedes and replaces the Comment to Code Section 14-2-841 and the Note to 1993 Amendment . The 2016 amendments to Code

CORPORATIONS & PARTNERSHIPS

Section 14-2-841 include revisions adopted for purposes of conformity with the Model Act and for simplifying and modernizing the statutory text. Cross-References Assistant officers, see § 14-2-840. Bylaws, see § 14-2-206 and Article 10, Part 2. Duties of officer serving as secretary, see § 14-2-840. Officer as employee, see § 14-2-140. Secretary, see § 14-2-140. Standards of conduct: directors, see § 14-2-830; officers, see § 14-2-842. RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, § 1264 et seq. C.J.S. - 19 C.J.S., Corporations, §§ 552, 557, 558. ALR. - Applicability to corporate officers and employees of statute requiring agent’s authority to be in writing, 1 ALR 1132. Liability of corporation for fraud of officer for his own benefit but within his apparent authority, 43 ALR 615. Responsibility of corporation for misstatements by officer or employee to induce or influence purchase of stock, 66 ALR 1450. Power of officer (or officers not acting as board of directors) to fix compensation of another officer, 72 ALR 238. Liability of payee who accepts checks of corporation in payment of personal debts of officer who was authorized to use corporate funds for that purpose, 100 ALR 60. Authority of corporate officer to employ agent or broker to sell property, 159 ALR 796. Authority of officer or employee of corporation to acknowledge corporate debt,

make partial payment or new promise, or do other act which will have effect of tolling or suspending statute of limitations, 161 ALR 1443. Power of president of corporation to have litigation instituted by it where board of directors has failed or refused to grant permission, 10 ALR2d 701. Power of corporation or its officers with respect to payment of remuneration, bonus, and the like, to widow or family of deceased officer, 29 ALR2d 1262. Power of a particular officer or agent of business corporation to bind it by a donation to a charity or similar institution, 50 ALR2d 447. Authority of president to subordinate corporation’s claim, assignment, lien, or the like, 53 ALR2d 1421. Power of secretary or treasurer of corporation to institute litigation for it, 64 ALR2d 900. Power of president of corporation to commence or to carry on arbitration proceedings, 65 ALR2d 1321. Power and authority of president of business corporation to execute commercial paper, 96 ALR2d 549.