Georgia § 52-5-6 - Organization of company; quorum; election of first board of directors; qualifications of directors; election and appointment of officers and agents; annual election of, and filling of vacancies on, board of directors.

§ 52-5-6. Organization of company; quorum; election of first board of directors; qualifications of directors; election and appointment of officers and agents; annual election of, and filling of vacancies on, board of directors.

When the amount of capital stock has been subscribed, the persons named in the certificate of incorporation, or a majority of them, are authorized to call a meeting of the stockholders for the purpose of organization, which meeting shall be held in the city or other place where the principal office of the company shall be located, and of which meeting notice shall have been given as provided in this chapter. At the meeting, at which a majority of stock subscribed shall constitute a quorum, there shall be elected a board of directors of not less than three to manage the affairs of the company, each share of stock to be entitled to one vote and a plurality of votes cast being necessary to elect. The persons so elected shall continue in office until relieved by their successors. No person shall be a director in the company unless he is a stockholder; and a majority of the directors must be citizens of this state. The board of directors shall select from their number a president, may elect one or more vice-presidents, and may appoint a secretary, a treasurer, and such other officers, agents, and servants as they may deem necessary. The regular election of directors shall be held annually at the principal office of the company. Vacancies occasioned by death, resignation, or otherwise shall be filled in such manner as shall be provided by the bylaws of the company. (Ga. L. 1894, p. 71, § 5; Civil Code 1895, § 2153; Civil Code 1910, § 2571; Ga. L. 1913, p. 51, § 1; Code 1933, § 17-207; Ga. L. 1982, p. 3, § 52.)