Election of directors

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of mem664 14-3-804 bers, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated. (b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. (Code 1981, § 14-3-804, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is taken from the Model Act. It provides for the method of electing, designating or appointing directors, and distinguishes between corporations with members and those that have no members. In either case, a power to confirm directors elected in accordance with these provisions does not render the confirming person or entity a ‘‘member.’’ Corporations with members. Under subsection (a), if a corporation has members, the members are entitled to elect all the directors, absent a contrary provision in the articles or bylaws. The articles or bylaws may establish a simple one-vote-per-member structure or for election by classes, chapters or other organizational or geographic groups. For rules governing initial directors, see sections 14-3-202 and 14-3-205. Even if a corporation has members, some of its directors may hold office by means other than election by members. Some directors may hold office based on designation in the corporation’s articles or bylaws or by appointment by some person or entity. Designation occurs when the articles or bylaws name an individual as a director or designate the holder of some office or position as a director. The individuals holding the designated offices or positions would cease to be directors when they ceased holding the designated offices or positions. Appointment of directors occurs when the articles or bylaws authorize a person or entity to appoint, rather than vote for, one or more directors. A person or entity with the power to appoint rather than vote for directors is not a ‘‘member.’’ See section 14-3-140(20). Corporations without members. Directors of corporations without members may be elected, appointed or designated in accordance with the corporation’s articles or bylaws. If no method is provided in the articles or bylaws, directors shall elect their own successors on the board.