O.C.G.A.

O.C.G.A. § 14-3-809 (2019)

Procedure for removing 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) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(b) 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.

History

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

Annotations

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).

Notes of Decisions

Cited in 1 case, 1996–1996 · leading case: Ahn v. Lee, 471 S.E.2d 38 (Ga. Ct. App. 1996).

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Ahn v. Lee, 471 S.E.2d 38 (Ga. Ct. App. 1996). · cites it 4× “Such designated directors may resign in writing pursuant to OCGA § 14-3-807 or may be removed pursuant to OCGA § 14-3-809. Since there has apparently been no compliance with the requirements of either of these statutes as to any of these individuals, they all remain directors of…”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.