Nonprofit Corporation Director Election and Term Rules in Georgia

At a glance

Requirements one by one

First and successor directors

The articles may name initial directors (§ 14-3-202(b)(2)); their terms end at the first member or director meeting for elections unless the articles or bylaws specify another period (§ 14-3-805(a)). Georgia requires a board, although articles can authorize another person to exercise some or all board powers (§ 14-3-801(a), (d)).

Voting members ordinarily elect later directors at the first and subsequent annual meetings. The articles or bylaws may set another time or method, or arrange appointment or designation of some or all seats (§ 14-3-804(a)). In a corporation without members, the documents specify how later directors are selected; the board elects them if no designation or appointment method is stated (§ 14-3-804(c)).

Member classes and term rules

If the articles or bylaws create member classes, they may authorize a class to elect all or specified director seats. Absent a different document rule, that electorate is a separate voting group (§ 14-3-804(b)). Ordinary director terms are one year when neither document specifies a term; directors may serve successive terms (§ 14-3-805(a)). Documents may stagger director terms in groups and give different groups different lengths (§ 14-3-806).

Vacancy term and holdover

A director elected to fill a vacancy serves the predecessor's unexpired term (§ 14-3-805(c)). At ordinary term expiration, a director keeps serving until a successor is elected, designated, or appointed and qualifies, or until board size decreases (§ 14-3-805(d)).

What trips people up

Member voting classes decide who elects designated seats (§ 14-3-804(b)); director groups under § 14-3-806 affect the timing of term expiration. The two classifications need not match.

Common questions

Who elects successors where the nonprofit has no members? The articles or bylaws set the method. If they provide no designation or appointment method, the board elects the successors (§ 14-3-804(c)).

May directors serve more than one term? Yes. Section 14-3-805(a) expressly allows successive terms.

Statutes and sources

Official Georgia signed 2023 SB 148, accessed October 3, 2026. Verbatim excerpts:

• § 14-3-202(b)(2): “The names and addresses of the individuals who are to serve as the initial directors”.
• § 14-3-801(a), (d): “Each corporation must have a board of directors.”
• § 14-3-804(a): “all the directors (except the initial directors) shall be elected at the first annual meeting of members”.
• § 14-3-804(b): “a class or multiple classes of members entitled to elect one or more directors is a separate voting group”.
• § 14-3-804(c): “the directors (other than the initial directors) shall be elected by the board.”
• § 14-3-805(a), (c)–(d): “the term of each director other than initial directors shall be one year.”
• § 14-3-806: “The terms of office of the several groups need not be uniform.”