O.C.G.A. § 14-2-844 (2019)

Annotations

COMMENT Source: Model Act, § 8.44. There is no change from former law, § 14-2-151(d). Section 14-2-844 makes clear that the appointment of an officer does not itself create contract rights in the officer. The removal of an officer with contract rights is without prejudice to his later enforcement of contract rights in a suit for damages for breach of contract. See the Comment to Section 14-2-843. Similarly, an officer with an employment contract who prematurely resigns may be in breach of his employment contract. The mere appointment of an officer for a term does not create a contractual obligation on his part to complete the term.

Cross-References Appointment of officers and assistant officers, see § 14-2-840. Resignation or removal of officers, see § 14-2-843. RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, § 1291 et seq. C.J.S. - 19 C.J.S., Corporations, §§ 539 et seq., 625, 627. ALR. - Construction of contract which fixes compensation of officer or employee with reference to dividends, 41 ALR 871. Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 ALR 570. Estoppel of stockholder to recover back

or to secure restoration of compensation of corporate officers claimed to be exorbitant or unauthorized, 16 ALR2d 467. Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 ALR2d 965. Payment of premiums by corporation on corporate officer’s life insurance policy as affecting right to policy, 56 ALR3d 1086.

PART 5 INDEMNIFICATION

Law reviews. - For article discussing liability of corporate directors, officers, and shareholders under the Georgia Business Corporation Code, and as affected by provisions of the Georgia Civil Practice

Act, see 7 Ga. St. B. J. 277 (1971). For article, ‘‘The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law,’’ see 37 Mercer L. Rev. 79 (1985).

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-156, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this part. Premature claim for indemnification. - In the corporation’s action to obtain injunctive relief against the corporation’s former counsel, in which the cor-

poration prevailed but no proper determination had been made that counsel had acted in the best interests of the corporation in any phase of the litigation, counsel’s claim for indemnification was premature and should have been dismissed. Henson v. American Family Corp., 171 Ga. App. 724, 321 S.E.2d 205 (1984) (decided under former § 14-2-156).