Georgia § 14-3-825 Committees

Georgia Statutes

§ 14-3-825 — Committees

Georgia § 14-3-825

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This text of Georgia § 14-3-825 (Committees) is published on Counsel Stack Legal Research, covering Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

O.C.G.A. § 14-3-825 (2026).

Text

(a)Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board. A committee exercising the authority of the board of directors shall consist of two or more current or former directors, at least one of whom shall be a current director. A committee not exercising authority of the board of directors shall consist of two or more persons, at least one of whom shall be a current director. Committee members shall be appointed by the board of directors or as otherwise provided for in the articles or bylaws.

(b)All provisions of this article applicable to directors shall apply equally to such individuals serving on committees.

(c)Code Sections 14-3-820 through 14-3-824 , which govern meetings, action without meetings, notice and waiver of

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(a) Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board. A committee exercising the authority of the board of directors shall consist of two or more current or former directors, at least one of whom shall be a current director. A committee not exercising authority of the board of directors shall consist of two or more persons, at least one of whom shall be a current director. Committee members shall be appointed by the board of directors or as otherwise provided for in the articles or bylaws. (b) All provisions of this article applicable to directors shall apply equally to such individuals serving on committees. (c) Code Sections 14-3-820 through 14-3-824 , which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees and committee members as well. (d) A committee may not (1) Authorize distributions; (2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) Elect, appoint, or remove directors or fill director vacancies on the board; (4) Unless the articles or bylaws provide otherwise, elect, appoint, or remove directors on any of its committees exercising the authority of the board; or (5) Adopt, amend, or repeal the articles or bylaws. (e) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Code Section 14-3-830 .