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O.C.G.A. § 14-3-843 — Resignation and removal of officers | Georgia Code
O.C.G.A. § 14-3-843 (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

14-3-843. Resignation and removal of officers.

  1. An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
  2. A board may remove any officer at any time with or without cause.
  3. Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board.

(Code 1981, §14-3-843, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 43.)

COMMENT

This section is based on the Model Act. Unlike its Business Code counterpart, this section states that when a resignation is effective at a future date, the board may take prospective action to fill the pending vacancy before the effective date of the vacancy.

JUDICIAL DECISIONS

Authorized removal of officers.

- Nonprofit corporation properly removed members of the corporation's board of directors (board) and officers because the meetings at which the removal was accomplished were held pursuant to Georgia law and the corporate constitution and bylaws; thus, O.C.G.A. §§ 14-3-808 and14-3-843, and the corporate constitution and bylaws, gave the board authority to remove and replace directors and officers. Harris v. SCLC, Inc., 313 Ga. App. 363, 721 S.E.2d 906 (2011).

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This Georgia Code resource is curated by 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.