Resignation of directors

(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its chairperson, or to the corporation. (b) A resignation shall be effective when the notice is delivered unless the notice specifies either a later effective date or an effective date determined upon the happening of an event. (c) A resignation that is conditioned upon the happening of an event may provide that it is irrevocable. (Code 1981, § 14-2-807, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 13; Ga. L. 2008, p. 253, § 3/SB 436.) COMMENT Source: Model Act, § 8.07. This replaces provisions formerly found in § 14-2-144(5). The resignation of a director is effective when the written notice is delivered unless the notice specifies a later effective date, in which case the director continues to serve until that later date. Since the person giving the notice is still a member of the board, he may participate in all decisions until the specified date, 228 14-2-808 including the choice of his successor under Section 14-2-810. The participation of the retiring director in the decision on his successor may be of importance in closely held corporations where control of the board may be affected by the resignation. Subsection (a) follows the approach of former § 14-2-144(5), except that § 14-2-144(5) did not explicitly set forth the power of directors to resign. By referring to a written document, § 14-2-807 makes a writing the exclusive means of resigning. The provisions of subsection (b) concerning the effectiveness of a notice of resignation reverse the holdings of some older cases to the effect that resignations are not effective until accepted. Vacancies created by a resignation effective at a later date may be filled before that date under Section 14-2-810. Note to 2004 Amendment The 2004 amendments permit a director to submit his or her resignation by electronic transmission. Note to 2008 Amendment The 2008 amendment to subsection (b) of Code Section 14-2-807 expressly recognizes that a director’s resignation may be effective upon a date determined upon the happening of an event. The 2008 amendment adding subsection (c) to Code Section 14-2-807 expressly recognizes that a resignation conditioned upon the happening of an event may be made irrevocable. Cross-References ‘‘Deliver’’ includes mail, see § 14-2-140. Delivery to corporation, see § 14-2-140. ‘‘Notice’’ defined, see § 14-2-141. ‘‘Secretary’’ defined, see § 14-2-140. Vacancies, see § 14-2-810.