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(Code 1981, §14-2-844, enacted by Ga. L. 1988, p. 1070, § 1.)
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.
- 18B Am. Jur. 2d, Corporations, § 1291 et seq.
- 19 C.J.S., Corporations, §§ 539 et seq., 625, 627.
- Construction of contract which fixes compensation of officer or employee with reference to dividends, 41 A.L.R. 871.
Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 A.L.R. 570.
Estoppel of stockholder to recover back or to secure restoration of compensation of corporate officers claimed to be exorbitant or unauthorized, 16 A.L.R.2d 467.
Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 A.L.R.2d 965.
Payment of premiums by corporation on corporate officer's life insurance policy as affecting right to policy, 56 A.L.R.3d 1086.
- 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).
- In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-156, which was repealed by Ga.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.
- In the corporation's action to obtain injunctive relief against the corporation's former counsel, in which the corporation 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).
No results found for Georgia Code 14-2-844.