2010 Georgia Code
TITLE 7 - BANKING AND FINANCE
CHAPTER 1 - FINANCIAL INSTITUTIONS
ARTICLE 2 - BANKS AND TRUST COMPANIES
PART 12 - MANAGEMENT
§ 7-1-493 - Actions against directors and officers

O.C.G.A. 7-1-493 (2010)
7-1-493. Actions against directors and officers


(a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of a bank or trust company to procure for the benefit of the bank or trust company a judgment for the following relief:

(1) To compel the defendant to account for his official conduct, or to decree any other relief called for by his official conduct, in the following cases:

(A) The neglect of, failure to perform, or other violation of his duties in the management of the bank or trust company or in the disposition of corporate assets committed to his charge;

(B) The acquisition by himself, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of his duties;

(C) The appropriation, in violation of his duties, of any business opportunity of the bank or trust company;

(2) To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful corporate transaction, where there is sufficient evidence that it will be made;

(3) To set aside an unlawful conveyance, assignment, or transfer of corporate assets, where the transferee knew of its unlawfulness and is made a party to the action.

(b) An action may be brought for the relief provided in this Code section and in Code Section 7-1-494, relating to the liability of directors in certain cases, by the bank or trust company, or by a receiver, trustee in bankruptcy, officer, director, or judgment creditor thereof, or by a shareholder in accordance with Code Sections 7-1-440 and 7-1-441, relating to derivative actions.

(c) No action shall be brought for the relief provided in this Code section more than four years from the time the cause of action accrued.

(d) This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party, provided that after April 1, 1975, Code Section 14-4-65, relating to improper dividends and liability of officers, shall no longer be applicable to officers or directors of banks or trust companies.

(e) Notwithstanding the foregoing, a bank or trust company may provide through an amendment to its articles of incorporation for the elimination or limitation of the personal liability of a director to the shareholders of the bank or trust company to the same extent as a business corporation incorporated under the provisions of Chapter 2 of Title 14, provided that such an amendment to the articles of incorporation must be adopted by the affirmative vote of two-thirds of the total shares outstanding.