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O.C.G.A. § 14-3-803 — Number of directors | Georgia Code
O.C.G.A. § 14-3-803 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 8 DIRECTORS AND OFFICERS

14-3-803. Number of directors.

  1. A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws.
  2. The articles or bylaws may authorize the members of the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors.If the variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members, or if the articles or bylaws so provide, by the board of directors.

(Code 1981, §14-3-803, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section follows the Business Code, which requires only one director, rather than the Model Act, which requires at least three directors. Subsection (a) refers to "natural persons" as opposed to the reference in the Business Code counterpart to "individuals." This change is intended to clarify that estates of deceased or incompetent individuals, which are within the definition of "individual," do not qualify for service on the board. See section 14-3-140(17). The change conforms this provision to section 14-3-802 (and its Business Code counterpart), which states that directors must be natural persons.

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This Georgia Code resource is curated by Graham Syfert, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.