TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 8
DIRECTORS AND OFFICERS
14-3-813. Appointment of provisional director in case of deadlock.
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If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section.
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Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected.At such hearing all interested persons shall be given an opportunity to be heard.
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The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed.The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation; and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court.
(Code 1981, §14-3-813, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 66, 67.)
This section has no counterpart in either the Model Act or the Business Code.
It is identical to section 14-3-102 of former law.
RESEARCH REFERENCES
Am. Jur. 2d.
- 6 Am. Jur. 2d, Associations and Clubs,
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4. 18 Am. Jur. 2d, Corporations,
§
13.
19 Am. Jur. 2d, Corporations,
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2367 et seq.
C.J.S.
- 7 C.J.S., Associations,
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4. 19 C.J.S., Corporations,
§§
679, 916, 938, 980.
ALR.
- Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573.
14-3-820. Meetings of directors.
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A board of directors may hold regular or special meetings in or out of this state.
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Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(Code 1981, §14-3-820, enacted by Ga. L. 1991, p. 465, § 1.)
