2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 8 - Directors and Officers
Part 2 - Meetings and Action of the Board
§ 14-2-825. Committees

1. Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on any such committee. Each committee may have one or more members, who serve at the pleasure of the board of directors.
2. Code Sections 14-2-820 through 14-2-824 apply both to committees of the board of directors and to their members.
3. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under Code Section 14-2-801.
4. A committee may not, however:
   1. Approve or propose to shareholders action that this chapter requires to be approved by shareholders;
   2. Fill vacancies on the board of directors or, subject to subsection (f) of this Code section, on any of its committees;
   3. Amend articles of incorporation pursuant to Code Section 14-2-1002 except that a committee may, to the extent authorized by action of the board of directors, amend the articles of incorporation to fix the designations, preferences, limitations, and relative rights of shares pursuant to Code Section 14-2-602 or to increase or decrease the number of shares contained in a series of shares established in accordance with Code Section 14-2-602 but not below the number of such shares then issued; or
   4. Adopt, amend, or repeal bylaws.
5. 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 14-2-830.
6. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the board action creating the committee or appointing one or more directors as alternate members provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.

History. Code 1981, § 14-2-825 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2000, p. 1567, § 7; Ga. L. 2016, p. 225, § 1-5/SB 128.

The 2016 amendment, effective July 1, 2016, in subsection (a), in the first sentence, inserted “this chapter,”, added a comma following “incorporation”, inserted “the” preceding “bylaws”, and substituted “any such committee” for “them”; substituted the present provisions of subsection (b) for the former provisions, which read: “Code Sections 14-2-820 through 14-2-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.”; substituted “powers” for “authority” in subsection (c); inserted “, subject to subsection (f) of this Code section,” in paragraph (d)(2); in paragraph (d)(3), substituted “authorized by action of the board” for “authorized in a resolution or resolutions adopted by the board”, and added “or” at the end; substituted a period for “; or” at the end of paragraph (d)(4); deleted former paragraph (d)(5), which read: “Approve a plan of merger not requiring shareholder approval.”; and added subsection (f).

Law reviews.

For note on 2000 amendment of O.C.G.A. § 14-2-825 , see 17 Ga. St. U.L. Rev. 46 (2000).