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2006 Georgia Code - 46-3-294
46-3-294. Unless the articles of incorporation or bylaws
otherwise provide: (1) Except
as provided in paragraphs (2) and (3) of this Code section, any
vacancy occurring in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors, though
less than a quorum of the board of directors, or by the sole
remaining director, as the case may be, or, if the vacancy is not
so filled or if no director remains, by the members;
(2) If a vacancy occurs with respect
to a director elected by members from a particular district
pursuant to subsection (e) of Code Section 46-3-293, the vacancy
may be filled by the remaining director or directors elected by the
members from that district or, if no such director remains, by the
other remaining directors or by the members in accordance with
paragraph (1) of this Code section; (3) Any directorship to be filled by reason of
the removal of a director or directors, as provided in Code Section
46-3-295, shall be filled by the members or, if authorized by the
members, by the remaining director or directors as provided in
paragraph (1) of this Code section; (4) A director elected or appointed to fill a
vacancy shall be elected or appointed for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors may be filled by the board
of directors, but only for a term of office continuing until the
next election of directors by the members and the election and
qualification of his successor; (5) A director who resigns may postpone the
effectiveness of his resignation to a future date or upon the
occurrence of a future event specified in a written tender of
resignation. A vacancy shall be deemed to exist at the time of such
tender; and the board of directors or the members may then or
thereafter elect or appoint a successor to take office when the
resignation, by its terms, becomes effective.
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