TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 8
DIRECTORS AND OFFICERS
14-3-808. Removal of directors.
Unless the corporation's articles or bylaws provide otherwise:
-
The members may remove, with or without cause, one or more directors elected by them;
-
If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping;
-
Except as provided in paragraph (9) of this Code section, a director may be removed under paragraph (1) or (2) of this Code section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors;
-
If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the director may not be removed if the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal;
-
A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director;
-
In computing whether a director is protected from removal under paragraphs (2) through (4) of this Code section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election;
-
An entire board of directors may be removed under paragraphs (1) through (5) of this Code section;
-
A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and
-
If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(Code 1981, §14-3-808, enacted by Ga. L. 1991, p. 465, § 1.)
This section is based on the Model Act and its Business Code counterpart, but differs from both.
While the Model Act permits removal of directors without cause, this section follows the Business Code in permitting a corporation to limit this right by an appropriate provision in the articles or bylaws.
All of the rules specified in this section are subject to the proviso that they may be altered by the corporation's articles or bylaws.
JUDICIAL DECISIONS
Applicability to churches.
- Deacons of a congregational church were not analogous to directors of a non-profit corporation and could not be removed in accordance with O.C.G.A.
§
14-3-808 because the deacons did not exercise corporate power, as the church's bylaws suggested that their role was largely, if not wholly, spiritual. Waverly Hall Baptist Church, Inc. v. Branham, 276 Ga. App. 818, 625 S.E.2d 23 (2005).
Authorized removal of directors.
- Nonprofit corporation properly removed members of the corporation's board of directors (board) and officers because the meetings at which the removal was accomplished were held pursuant to Georgia law and the corporate constitution and bylaws; thus, O.C.G.A.
§§
14-3-808 and14-3-843, and the corporate constitution and bylaws, gave the board authority to remove and replace directors and officers. Harris v. SCLC, Inc., 313 Ga. App. 363, 721 S.E.2d 906 (2011).
