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O.C.G.A. § 14-3-840 — Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents | Georgia Code
O.C.G.A. § 14-3-840 (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

14-3-840. Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents.

  1. A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.
  2. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.
  3. The articles, bylaws, or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
  4. Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation.
  5. The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws; and in such case any document required or permitted by any law of this state to be signed by the president, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.

(Code 1981, §14-3-840, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on its Business Code counterpart, rather than the Model Act. The Model Act requires each corporation to have a president, treasurer and secretary, unless otherwise provided in the corporation's articles or bylaws. Like the Business Code, this section permits corporations to designate the officers it wants. The Business Code permits the designation in the bylaws or by the board in accordance with the bylaws. This section permits designation of officers in the articles, as well as in the bylaws or by the board. Subsection (d) differs from the Business Code by providing that the articles or bylaws may prohibit the same individual from holding more than one office simultaneously. Subsection (e) has no Business Code counterpart. It is based on section 14-3-108(c) of prior law.

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This Georgia Code resource is curated by a Florida and Georgia attorney, 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.