O.C.G.A. § 14-3-726 (2019)

Annotations

COMMENT This section is based on the Model Act. It permits a corporation to use any reasonable method to elect directors, so long as that method is described in the corporation’s articles or bylaws. Source: Model Act § 18.

This Code was drawn principally from the Georgia Business Corporation Code (referred to throughout the comments hereto as the ‘‘Business Code’’), enacted by Ga. L. 1988, p. 1070, § 1, and adheres to its nomenclature and its structure when appropriate. The former Georgia Nonprofit Corporation Code was adopted in 1968 and was patterned on the Model Nonprofit Corporation Act. The former Code was amended periodically to reflect changes made to the Georgia Business Corporation Code. Although a Revised Model Nonprofit Corporation Act (the ‘‘Model Act’’) was approved in 1987 and published in 1988, its general approach of categorizing nonprofit corporations into three groups was not followed. Because of the desire to conform this Code to the Business Code whenever possible and appropriate, separate comments on similar or identical provisions were deemed unnecessary. Accordingly, the comments to this Code seek to illuminate only those provisions that differ from their Business Code counterparts. Comments to some provisions based on the Model Act are based on comments to the Model Act, with permission of the American Bar Association and the publisher, Prentice Hall Law and Business. RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, §§ 1325 et seq., 1337, 1406 et seq. 66 Am. Jur. 2d, Religious Societies, § 7. C.J.S. - 19 C.J.S., Corporations, § 518 et seq. ALR. - Removal by court of director or officer of private corporation, 124 ALR 364.

Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 ALR3d 623. Validity of agreement in conjunction with sale of corporate shares that majority of directors will be replaced by purchaser’s designees, 13 ALR3d 361.