O.C.G.A.

O.C.G.A. § 14-3-810 (2019)

Removal of director by court

✓ 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 superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a ‘‘direc669

CORPORATIONS & PARTNERSHIPS

tor’s conflicting interest transaction’’ as defined in paragraph (2) of Code Section 14-3-860; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.

History

(Code 1981, § 14-3-810, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

COMMENT This section is based on the Model Act. There is no Business Code counterpart. This section authorizes members holding at least ten percent of the voting power to petition the superior court to remove a director. Members holding five percent of the voting power, but less than ten percent, may bring a derivative proceeding under part 4 of article 7 of this Code to remove a director. Directors of charitable corporations described in section 14-3-1302(a)(2) may be removed by the court upon petition of the Attorney General. The grounds for removal are specified in subsections (a)(1) and (2) and are cumulative. That is, the court must find both that the director engaged in the specified prohibited conduct and that removal of the director is in the best interest of the corporation.

Notes of Decisions

Cited in 2 cases, 2017–2017 · leading case: McCoy v. Bovee, 796 S.E.2d 679 (Ga. 2017).

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McCoy v. Bovee, 796 S.E.2d 679 (Ga. 2017). · cites it 2× “In a supplemental brief, McCoy alleges that the trial court should not have removed him as President of the Board because fewer than 10 percent of the members of the Association sought his removal. (According to the facts alleged in his supplemental brief, the number of members…”

Mccoy v. Bovee (Ga. 2017). · cites it 2× “See OCGA § 14-3-810 (a). But McCoy has not shown that he raised this argument before the trial court, and he has not preserved this claim for appellate review.”

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.