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2018 Georgia Code 14-3-809 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-809 Case Law from Google Scholar Amendments to OCGA 14-3-809

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 8 DIRECTORS AND OFFICERS

14-3-809. Procedure for removing directors.

  1. A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
  2. Except as otherwise provided in the articles or bylaws:
    1. An appointed director may be removed without cause by the person appointing the director;
    2. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and
    3. A removal is effective when the notice is effective unless the notice specifies a future effective date.

(Code 1981, §14-3-809, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on the Model Act. There is no Business Code counterpart. Designated directors hold office not by virtue of their election by members or directors but because of a designation clause in the articles or bylaws. Accordingly, designated directors may not be removed by vote of the members or directors. Designated directors can be removed only by deletion of or amendment to the article or bylaw provision containing the designation or in a judicial proceeding under section 14-3-810.

Any person authorized to appoint a director may remove that director, unless the articles or bylaws provide otherwise. Appointed directors may also be removed in a judicial proceeding under section 14-3-810.

JUDICIAL DECISIONS

Cited in Ahn v. Lee, 221 Ga. App. 247, 471 S.E.2d 38 (1996).

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