Requirement for and functions of board of directors

(a) Except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code Section 14-2-732, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and 218 14-2-801 subject to oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, in rights, options, or warrants permitted by paragraph (2) of subsection (d) of Code Section 14-2-624, or except as provided in an agreement among the shareholders meeting the requirements of Code Section 14-2-732. (c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or an agreement among the shareholders meeting the requirements of Code Section 14-2-732, shall be effective against persons, other than shareholders and directors, who are without actual knowledge of the limitation. (Code 1981, § 14-2-801, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2000, p. 1567, § 6; Ga. L. 2001, p. 4, § 14; Ga. L. 2016, p. 225, § 1-1/SB 128.) The 2016 amendment, effective July 1, 2016, in subsection (a), substituted ‘‘Except’’ for ‘‘Each corporation must have a board of directors, except’’ at the beginning, and added ‘‘, each corporation must have a board of directors’’ at the end; in subsection (b), inserted ‘‘the board of directors of the corporation’’, inserted ‘‘shall be’’, inserted ‘‘by or’’ in the middle, substituted ‘‘direction, and subject to oversight, of ’’ for ‘‘direction of, its’’, and inserted ‘‘except as provided’’ near the end.