History. Code 1981, § 14-2-801 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2000, p. 1567, § 6; Ga. L. 2001, p. 4, § 14; Ga. L. 2016, p. 225, § 1-1/SB 128.
The 2016 amendment, effective July 1, 2016, in subsection (a), substituted “Except” for “Each corporation must have a board of directors, except” at the beginning, and added “, each corporation must have a board of directors” at the end; in subsection (b), inserted “the board of directors of the corporation”, inserted “shall be”, inserted “by or” in the middle, substituted “direction, and subject to oversight, of” for “direction of, its”, and inserted “except as provided” near the end.
Cross references.
Qualifications for officers, directors, and stockholders of pharmacy corporations, § 26-4-101.
Law reviews.
For article, “Foreign Corporations in Georgia,” see 10 Ga. St. B.J. 243 (1973).
For comment on the survivability of the dead hand provision in corporate America, see 48 Emory L.J. 991(1999).
For comment, “Poison Pills: Are Dead Hand Pills Dead in Georgia?,” see 50 Mercer L. Rev. 809 (1999).
For note on the 2000 amendment of this Code section, see 17 Ga. St. U. L. Rev. 46 (2000).
For article, “Excessive Corporate Risk-Taking and the Decline of Personal Blame,” see 65 Emory L.J. 533 (2015).
Structure Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 8 - Directors and Officers
§ 14-2-801. Requirement for and Functions of Board of Directors
§ 14-2-802. Qualifications of Directors
§ 14-2-803. Number and Election of Directors
§ 14-2-804. Election of Directors by Certain Classes of Shareholders
§ 14-2-805. Terms of Directors Generally
§ 14-2-806. Staggered Terms for Directors
§ 14-2-807. Resignation of Directors