Functions of officers

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers. Unless the articles of incorporation, bylaws, or action of the board of directors of a corporation provide otherwise, the chief executive officer (or the president if no person has been designated as chief executive officer) of a corporation shall have authority to conduct all ordinary business on behalf of such corporation and may execute and deliver on behalf of a corporation any contract, conveyance, or similar document not requiring approval by the board of directors or shareholders as provided in this chapter. (Code 1981, § 14-2-841, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 9; Ga. L. 2016, p. 225, § 1-8/SB 128.) The 2016 amendment, effective July 1, 2016, in this Code section, substituted ‘‘functions’’ for ‘‘duties’’ in three places in the first sentence, and substituted ‘‘by- laws, or action’’ for ‘‘bylaws, or a resolution’’ at the beginning of the second sentence. COMMENT Source: 1984 Model Act § 8.41 amended, proposed 59 Bus. Law. 569 (2004), adopted 60 Bus. Law. 943 (2005). Section 14-2-841 recognizes that persons designated as officers have the formal authority set forth for that position (1) by its description in the bylaws, (2) by specific action of the board of directors, or (3) by direction of another officer authorized by the board of directors to prescribe the functions of other officers. It preserves the approach of former § 14-2-150. Note to 1993 Amendment The 1993 amendment changed existing Georgia law by conferring general authority on the chief executive officer or president of a company to conduct ordinary business and execute and deliver contracts, conveyances or similar documents on behalf of the corporation, excluding agreements which expressly require approval of the board of directors or shareholders pursuant to other provisions of the Code. The 1993 amendment thus rejected Georgia case law which held that a president of a corporation has no such inherent authority. The 1993 Amendment permitted a corporation to negate such a delegation of authority by including an appropriate provision in its articles of incorporation or bylaws, or through resolution of its board of directors. Note to 2016 Amendment This Note to 2016 Amendment supersedes and replaces the Comment to Code Section 14-2-841 and the Note to 1993 Amendment . The 2016 amendments to Code 259 14-2-841 CORPORATIONS & PARTNERSHIPS 14-2-842 Section 14-2-841 include revisions adopted for purposes of conformity with the Model Act and for simplifying and modernizing the statutory text. Cross-References Assistant officers, see § 14-2-840. Bylaws, see § 14-2-206 and Article 10, Part 2. Duties of officer serving as secretary, see § 14-2-840. Officer as employee, see § 14-2-140. Secretary, see § 14-2-140.