Business Corporation Board Committee Creation and Delegation in Georgia

At a glance

Requirements one by one

Creation and membership

O.C.G.A. § 14-2-825(a) lets the board create committees and appoint one or more directors to each, unless the chapter, articles, or bylaws say otherwise. The members serve at the board's pleasure. Section 14-2-824(c) ordinarily makes a majority of directors present at a meeting with a quorum enough for board action; its quorum rules differ for fixed and variable-size boards.

Alternates and vacancies

The board may appoint director alternates to replace absent or disqualified committee members during the absence or disqualification (§ 14-2-825(f)). Unless the articles, bylaws, or board action provide otherwise, qualified members present may unanimously appoint another director as a temporary substitute. Section 14-2-825(d)(2) keeps board and committee vacancy-filling outside ordinary committee power, subject to that temporary substitution rule.

Delegation and reserved decisions

A committee may exercise only the board powers specified by the board, articles, or bylaws (§ 14-2-825(c)). It cannot approve or propose a shareholder-required action, adopt or change bylaws, or make a general board-authorized articles amendment under § 14-2-1002. The narrow exception permits a board-authorized committee to amend articles for § 14-2-602 share-series terms or to adjust the number of shares in an established series without going below issued shares (§ 14-2-825(d)(3)). Section 14-2-825(d) gives no separate blanket ban on distributions or merger plans that need no shareholder vote.

Procedure, records, and oversight

Section 14-2-825(b) applies §§ 14-2-820 through -824 to committees and members: remote participation where everyone hears each other, unanimous written consent delivered to the corporation, notice and waiver rules, and quorum and vote requirements. Section 14-2-1601 requires a permanent record of committee actions taken in place of the board. Section 14-2-825(e) says delegation or committee action alone does not establish a director's compliance with the conduct standard. Section 14-2-825 does not separately create a subcommittee mechanism.

What trips people up

The committee-vacancy bar and the temporary substitution power coexist. The first prevents ordinary committee appointment to a vacancy; the second lets qualified members unanimously seat another director for an absent or disqualified member's place at a meeting, unless the governing documents or board action change that rule (§ 14-2-825(d)(2), (f)).

Common questions

Can a director join a committee meeting remotely?

Yes, if all participants can simultaneously hear each other and the articles or bylaws do not provide otherwise (§§ 14-2-820, -825(b)).

Are committee actions kept in the corporate records?

Yes. Section 14-2-1601 requires a permanent record of actions a committee takes for the board, and § 14-2-821 requires written consents to be delivered to the corporation.

Statutes and sources

• O.C.G.A. § 14-2-801 — “14-2-801. Requirement for and functions of board of directors. Except as provided in Article 9 of this chapter or in a written agreement meeting…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-820 — “14-2-820. Meetings. The board of directors may hold regular or special meetings in or out of this state. Unless the articles of incorporation or…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-821 — “14-2-821. Action without meeting. Except to the extent the articles of incorporation or bylaws require that action by the board of directors be…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-822 — “14-2-822. Notice of meeting. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-823 — “14-2-823. Waiver of notice. A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-824 — “14-2-824. Quorum and voting. Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-825 — “14-2-825. Committees. Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one…” Georgia Code Revision Commission release. Accessed 2026-09-26.
• O.C.G.A. § 14-2-1601 — “14-2-1601. Corporate records. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors,…” Georgia Code Revision Commission release. Accessed 2026-09-26.