2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 8 - Directors and Officers
Part 4 - Officers
§ 14-2-843. Resignation and Removal of Officers

1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with the Secretary of State.
2. An officer may be removed at any time with or without cause by:
   1. The board of directors;
   2. The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or
   3. Any other officer if authorized by the bylaws or the board of directors.

(Code 1981, §14-2-843, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 482, § 5; Ga. L. 1996, p. 1203, § 4; Ga. L. 2004, p. 508, § 16; Ga. L. 2016, p. 225, § 1-9/SB 128.)

The 2016 amendment, effective July 1, 2016, in subsection (a), in the first sentence, substituted "notice to the corporation" for "notice in writing or by electronic transmission", and substituted "is delivered unless the notice specifies a future later effective time" for "is effective unless the notice specifies a future effective date" in the second sentence; and substituted the present provisions of subsection (b) for the former provisions, which read: "A board of directors may remove any officer at any time with or without cause. Unless the bylaws provide otherwise, any officer or assistant officer appointed by an authorized officer pursuant to subsection (b) of Code Section 14-2-840 may be removed at any time with or without cause by any officer having authority to appoint such officer or assistant officer."

- For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18B Am. Jur. 2d, Corporations, §§ 1208 et seq., 1216 et seq.

- 19 C.J.S., Corporations, § 537 et seq.

- When resignation of officer of private corporation becomes effective, 20 A.L.R. 367; 153 A.L.R. 1112.

Power of directors of private corporation to remove officers or fellow directors, 63 A.L.R. 776.

Removal by court of director or officer of private corporation, 124 A.L.R. 364.

Right of corporate officer to recover compensation for time period between original improper discharge and a subsequent legal discharge, 82 A.L.R.2d 965.