COMMENT

This section is taken from the Model Act. It provides for the method of electing, designating or appointing directors, and distinguishes between corporations with members and those that have no members. In either case, a power to confirm directors elected in accordance with these provisions does not render the confirming person or entity a "member."

Corporations with members. Under subsection (a), if a corporation has members, the members are entitled to elect all the directors, absent a contrary provision in the articles or bylaws. The articles or bylaws may establish a simple one-vote-per-member structure or for election by classes, chapters or other organizational or geographic groups. For rules governing initial directors, see sections 14-3-202 and 14-3-205. Even if a corporation has members, some of its directors may hold office by means other than election by members. Some directors may hold office based on designation in the corporation's articles or bylaws or by appointment by some person or entity.

Designation occurs when the articles or bylaws name an individual as a director or designate the holder of some office or position as a director. The individuals holding the designated offices or positions would cease to be directors when they ceased holding the designated offices or positions.

Appointment of directors occurs when the articles or bylaws authorize a person or entity to appoint, rather than vote for, one or more directors. A person or entity with the power to appoint rather than vote for directors is not a "member." See section 14-3-140(20).

Corporations without members. Directors of corporations without members may be elected, appointed or designated in accordance with the corporation's articles or bylaws. If no method is provided in the articles or bylaws, directors shall elect their own successors on the board.

JUDICIAL DECISIONS

For purposes of interlocutory injunctive relief, the trial court properly found that the second of two factions controlled a nonprofit corporation. There was evidence that the corporation, a temple, had members, consisting of people who regularly attended the temple and participated in its events; furthermore, there was evidence that the members had been properly notified of an annual meeting and that more than 50 percent of the members appeared at the meeting and voted unanimously to elect the second faction to the board of directors. Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).