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O.C.G.A. § 14-3-810 — Removal of director by court | Georgia Code
O.C.G.A. § 14-3-810 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 8 DIRECTORS AND OFFICERS

14-3-810. Removal of director by court.

  1. 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 "director'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.
  2. The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
  3. If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.

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

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.

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This Georgia Code resource is curated by the attorney maintaining this site, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.