Election of directors by certain classes of shareholders

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares or series. Each class (or classes) or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Code 1981, § 14-2-804, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 8.04. § 14-2-804 is substantially the same as former § 14-2-141(d). Section 14-2-804 makes explicit that the articles of incorporation may provide that a specified number (or all) of the directors may be elected by the holders of one or more classes of shares. A class (or series within a class) of shares entitled to elect separately one or more directors constitutes a separate voting group for purposes of the election of directors; within each voting group directors are elected by a plurality of votes and quorum and voting requirements must be separately met by each voting group. See Sections 14-2-725, 14-2-726, and 14-2-727. The Model Act provision was amended by the addition of ‘‘or series,’’ which is intended to clarify that the articles of incorporation may give series within a class the right to elect directors separately. Cross-References Articles of incorporation, see § 14-2-202, Article 10, Part 1. Classes of shares, see § 14-2-601. Close corporations, see Article 9.