O.C.G.A.

O.C.G.A. § 14-3-805 (2019)

Terms 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) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of directors. In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms.

(b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.

(c) A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.

(d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.

History

(Code 1981, § 14-3-805, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT This section is based on the Model Act and on its Business Code counterpart, but differs from both. The Model Act requires that the articles or bylaws specify the terms of directors, while this section makes such specification permissive. Absent a specified term in the articles or bylaws, this section establishes the term at one year. The Model Act imposes a maximum term of five years, while this section imposes no maximum term. JUDICIAL DECISIONS Failure to properly elect board members. - Trial court erred by concluding that the board of a homeowner’s association’s failure to follow the procedure for electing new board members was of no possible legal consequence as the trial court’s reliance on the Georgia

Non-Profit Corporation Code was improper because an issue of fact remained as to whether the association was governed by bylaws in addition to the declaration of covenants. McGee v. Patterson, 323 Ga. App. 103, 746 S.E.2d 719 (2013).

Notes of Decisions

Cited in 2 cases, 2013–2013 · leading case: McGee v. Patterson, 746 S.E.2d 719 (Ga. Ct. App. 2013).

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McGee v. Patterson, 746 S.E.2d 719 (Ga. Ct. App. 2013). · cites it 8× “(a) The trial court relied on the purported bylaws to find as a matter of fact that the MEHOA was organized as a nonprofit corporation under the Georgia Nonprofit Corporation Code, OCGA § 14-3-101 et seq.”

Willie Leon McGee v. Pamela Patterson (Ga. Ct. App. 2013). · cites it 7× “(a) The trial court relied on the purported bylaws to find as a matter of fact that the MEHOA was organized as a non-profit corporation under the Georgia Non-Profit Corporation Code, OCGA § 14-3-101, et seq. The court concluded that the failure of the board to hold the required…”

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