The business affairs of the corporation shall be managed and controlled by a board of directors, a president, a vice-president, a secretary, a treasurer, and such other officers and such agents as the corporation shall authorize by its bylaws. The board of directors shall consist of such number, not less than 15 nor more than 21, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the shareholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the shareholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as provided in this Code section. The annual meeting shall be held prior to May 1 or, if no annual meeting shall be held in the year of incorporation, then within 90 days after the approval of the articles at a special meeting as provided in this Code section. At such annual meeting or at each special meeting held as provided in this Code section, the members of the corporation shall elect two-thirds of the board of directors and the shareholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified, unless sooner removed in accordance with provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders. Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
History. Ga. L. 1972, p. 798, § 11; Code 1933, § 41A-3412, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 40; Ga. L. 1981, p. 965, § 6.
Structure Georgia Code
Chapter 1 - Financial Institutions
Article 6 - Business Development Corporations
§ 7-1-741. Contents, Execution, and Presentation of Articles
§ 7-1-742. Action on Articles by Department; Preconditions to Doing Business
§ 7-1-743. Approval or Disapproval of Department
§ 7-1-745. Powers of Corporation
§ 7-1-746. Right to Deal in Corporation’s Stock or Obligations
§ 7-1-747. Applying for Membership; Loans by Members
§ 7-1-748. Duration of Membership; Withdrawal
§ 7-1-749. Powers of Shareholders and Members; Voting
§ 7-1-750. Amendment of Articles
§ 7-1-751. Board of Directors; Officers and Agents
§ 7-1-752. Earned Surplus; Fiscal Year
§ 7-1-753. Deposit of Corporate Funds; Corporation Not to Accept Deposits
§ 7-1-755. First Meeting and Organization
§ 7-1-756. Duration and Dissolution of Corporation
§ 7-1-757. State Credit Not Pledged
§ 7-1-758. Tax Exemptions; State and Local Occupational License Taxes