Georgia § 14-2-803 - Number and election of directors.
Full text of Georgia Official Code of Georgia Annotated § 14-2-803 — Number and election of directors., with citation guidance and answers to common questions.
§ 14-2-803. Number and election of directors.
A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws. In the case of a corporation having cumulative voting: Any amendment of the bylaws decreasing the number or minimum number of directors must be adopted by the shareholders; and No amendment of either the articles of incorporation or the bylaws decreasing the number or minimum number of directors shall be effective when the number of shares voting against the proposal for decrease would be sufficient to elect a director if voted cumulatively at an annual election. After initial election or appointment pursuant to Code Section 14-2-205 , directors are elected at each annual shareholders' meeting unless their terms are staggered under Code Section 14-2-806 . (Code 1981, § 14-2-803 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 31; Ga. L. 2016, p. 225, § 1-2/SB 128.) The 2016 amendment, effective July 1, 2016, substituted the present provisions of subsection (b) for the former provisions, which read: "The articles of incorporation or bylaws may authorize the shareholders or the board of directors to fix or change the number of directors or may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or, if the articles or bylaws so provide, by the board of directors." Law reviews. - For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).
Frequently Asked Questions About Georgia § 14-2-803
What does Official Code of Georgia Annotated § 14-2-803 cover?
Section 14-2-803 ("Number and election of directors.") is part of the Official Code of Georgia Annotated, the codified statutory law of Georgia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Georgia § 14-2-803?
A common citation format is "Official Code of Georgia Annotated § 14-2-803" (Georgia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Georgia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Georgia official source linked on this page or consult a licensed Georgia attorney.
How does Georgia § 14-2-803 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Georgia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Georgia.