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O.C.G.A. § 14-3-811 — Vacancies | Georgia Code
O.C.G.A. § 14-3-811 (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

14-3-811. Vacancies.

  1. Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
    1. The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;
    2. The board of directors may fill the vacancy; or
    3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
  2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
  3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
  4. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-3-807 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(Code 1981, §14-3-811, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on the Model Act and differs from its Business Code counterpart, section 14-2-810. It establishes procedures for filling vacancies of elected, appointed and designated directors and vacancies resulting from an increase in the authorized number of directors.

If a director elected by the members ceases to be a director, the vacancy may be filled either by the members or by the directors, absent a contrary provision in the corporation's articles or bylaws. A vacancy in an office held by an appointed director may only be filled by the person who appointed that director, absent a contrary provision in the articles or bylaws. The succession of ex officio (designated) directors follows the succession in the offices which entitle the holder to a position on the corporation's board.

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This Georgia Code resource is curated by Georgia Bar member Graham W. Syfert, 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.