Terms of directors

(a) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other period as may be specified in the articles of incorporation or bylaws. The articles or bylaws may specify the terms of directors. In the absence of any term specified in the articles or bylaws, the term of each director other than initial directors shall be one year. Directors may be elected for successive terms. (b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (c) A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office. (d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. (Code 1981, § 14-3-805, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based on the Model Act and on its Business Code counterpart, but differs from both. The Model Act requires that the articles or bylaws specify the terms of directors, while this section makes such specification permissive. Absent a specified term in the articles or bylaws, this section establishes the term at one year. The Model Act imposes a maximum term of five years, while this section imposes no maximum term.