O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-3-801 (2019)

Requirement for and duties of board of directors

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) Each corporation must have a board of directors.

(b) Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board.

(c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation.

(d) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.

History

(Code 1981, § 14-3-801, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT Boards of directors of nonprofit corporations are sometimes called boards of trustees, regents, overseers, or other names. This section applies to the group or person under whose authority corporate powers are exercised and under whose direction the affairs of the corporation are managed, regardless of the name or designation given to the person or group. This Code allows considerable flexibility in structuring nonprofit corporations. While every nonprofit corporation must have a board, the articles of incorporation may authorize delegation of some duties of the board. The person(s) to whom such power is delegated assume the same duties and responsibilities as directors.

CORPORATIONS & PARTNERSHIPS

JUDICIAL DECISIONS Church corporation and director were privies. - Trial court did not err in granting a landowner summary judgment in a church’s quiet title action because the doctrine of collateral estoppel applied when prior action adjudicated that the director of the church did not have the authority to act on behalf of or to represent the church, but the director did so by directing the filing of the quiet title action; the church and the director were privies because a church corporation could only

conduct the church’s business and affairs under the direction of the church’s board of directors, O.C.G.A. § 14-3-801(b), and the record clearly showed that the director, purporting to control the church corporation as a director, directed the filing of the quiet title lawsuit. Body of Christ Overcoming Church of God, Inc. v. Brinson, 287 Ga. 485, 696 S.E.2d 667 (2010). Cited in Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).

Notes of Decisions
Cited in 7 cases, 2004–2018 · leading case: Body of Christ Overcoming Church of God, Inc. v. Brinson, 696 S.E.2d 667 (Ga. 2010).
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Body of Christ Overcoming Church of God, Inc. v. Brinson, 696 S.E.2d 667 (Ga. 2010). · cites it 2× “And even under the Church’s theory that Kelley has the authority to act on its behalf and that it was properly reinstated in 2005, the Church and Kelley are privies, because a Church corporation may only conduct its “business and affairs” under the direction of its board of…”
Waverly Hall Baptist Church, Inc. v. Branham, 625 S.E.2d 23 (Ga. Ct. App. 2005). · cites it 4× “17 Under OCGA § 14-3-801, each nonprofit corporation must have a board of directors, which is responsible for exercising corporate authority.”
Harris v. S. Christian Leadership Conf., Inc., 721 S.E.2d 906 (Ga. Ct. App. 2011). · cites it 4× “” OCGA § 14-3-801 (d). The SCLC’s constitution and bylaws define which of the corpo *365 ration’s members are entitled to vote during the annual meeting to elect a Board of Directors, whose members serve staggered three-year terms.”
Baptist Convention v. Shorter Coll., 596 S.E.2d 761 (Ga. Ct. App. 2004). · cites it 2× “15 See Comment, OCGA § 14-3-801: “Boards of directors of nonprofit corporations are sometimes called boards of trustees.”
Amberfield Homeowners Ass'n, Inc. v. Young Et Al., 813 S.E.2d 618 (Ga. Ct. App. 2018). · cites it 2× “"); (b) (Except as provided in specified Code provisions, "all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board.”
Nguyen v. Tran, 652 S.E.2d 881 (Ga. Ct. App. 2007). · cites it 2× “3 OCGA § 14-3-603 (corporation not required to have members); OCGA § 14-3-801 (a) (corporation must have hoard of directors).”
Jackson v. Members of Calvary Missionary Baptist Church, 603 S.E.2d 711 (Ga. Ct. App. 2004). · cites it 2× “OCGA § 14-3-801 (b) further explains that a board of directors exercises all corporate powers, including managing the business and affairs of the corporation.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.