O.C.G.A.

O.C.G.A. § 33-14-12 (2019)

Number, qualifications, election, and terms of directors

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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(a) The affairs of every domestic insurer shall be managed by not less than three directors.

(b) Directors must be elected by the members or stockholders of a domestic insurer at the annual meeting of stockholders or members. Directors may be elected for terms of not more than three years each and until their successors are elected and have qualified; and if to be elected for terms of more than one year the insurer’s bylaws shall provide for a staggered term system under which the terms of a proportionate part of the members of the board of directors will expire on the date of each annual meeting of stockholders or members.

(c) At least one-fourth of the directors of the insurer must be residents of this state. A majority of the directors must be citizens of the United States.

History

Code 1933, § 56-1519, enacted by Ga. L. 1960, p. 289, § 1.

Annotations

Cross references. - Management contracts, § 33-14-14.

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, annotations decided under former Civil Code 1895, § 2007 et seq. are included in the annotations for this Code section. Incorporators may not be given continuing management powers in certificate. - Where an application to the Secretary of State for a charter for a fraternal beneficiary order in specifying the powers desired recited powers to the incorporators to govern and control the

corporation, and the Secretary of State issued a certificate of incorporation purporting to confer such powers, the certificate was not to be treated as conferring charter power on the petitioners for incorporation to control the internal affairs of the corporation after it was organized. Eminent Household of Columbian Woodmen v. Thornton, 134 Ga. 405, 67 S.E. 849 (1910), later appeal, 135 Ga. 786, 70 S.E. 666 (1911) (decided under former Civil Code 1895, § 2007 et seq.).

RESEARCH REFERENCES Am. Jur. 2d. - 43 Am. Jur. 2d, Insurance, § 70.

C.J.S. - 44 C.J.S., Insurance, §§ 170 et seq., 189 et seq.