{"data":{"id":"us-ga/o.c.g.a.-14-2-810","jurisdiction":"us-ga","citation":"O.C.G.A. § 14-2-810","heading":"Vacancy on board.","body":"(a) Unless the articles of incorporation or a bylaw approved by the shareholders provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:\n(1) The shareholders may fill the vacancy;\n(2) The board of directors may fill the vacancy; or\n(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.\n(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy.\n(c) A vacancy that may occur at a later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-2-807 or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.","path":["TITLE 14 Corporations, Partnerships, and Associations","CHAPTER 2 Business Corporations","Article 8 Directors and Officers","PART 1 Board of Directors"],"source_url":"https://archive.org/download/gov.ga.ocga.2018/release86.2022.11/gov.ga.ocga.title.14.odt","current_through":"Release 86 (2022-11)","vintage":"Public.Resource.Org bulk O.C.G.A., Release 86 (2022-11), retrieved 2026-09-17","retrieved_at":"2026-09-17T19:34:57Z","sha256":"7b6a1b4edbfe2dfbe3e1818d84d6a4d79b826b50ab00f2d9420a585e6c796ac2","source_id":"us-ga","stale":false,"prev":"us-ga/o.c.g.a.-14-2-808","next":"us-ga/o.c.g.a.-14-2-811"},"notice":"GroundRules: Original legal text. Not legal advice."}