Nonprofit Corporation Director Removal and Vacancy Requirements in Georgia

At a glance

Requirements one by one

Removal votes and protected seats

For a member-elected director, § 14-3-808(3) measures the removal vote against the votes sufficient to elect that director, not a flat majority of all members. A director chosen by a class, chapter, unit, or geographic group is removable only by that constituency. If cumulative voting is authorized, § 14-3-808(4) protects a director when votes sufficient to elect that director oppose removal. The same section permits removal of an entire board through its member-removal procedure.

For a board-elected director, the default is two-thirds of directors then in office, with or without cause (§ 14-3-808(8)). A board-selected replacement for a member-elected seat may instead be removed without cause by the members, but not the board. Separately, if the articles or bylaws specified an attendance trigger at the start of a director's term, a majority of directors then in office may remove that director for missing the specified number of meetings (§ 14-3-808(9)).

Notices, resignations, and vacancies

Member removal requires a meeting called for that purpose, with the purpose in its notice (§ 14-3-808(5)). A board meeting considering removal needs date, time, place, and purpose notice under § 14-3-822(c); a special board meeting ordinarily also carries at least two days' notice. Board action without a meeting ordinarily requires every director's consent, unless the articles or bylaws specifically permit fewer, never fewer than a board majority (§ 14-3-821). That consent route does not replace the express member-removal meeting requirement.

A director may resign by written or electronic notice to the board's presiding officer, secretary, or chief executive officer, or as the documents provide. Delivery ordinarily makes it effective; the notice may set a later date or event, and an event-conditioned resignation may say it is irrevocable (§ 14-3-807).

The ordinary vacancy rule lets members or the board fill a seat, including one created by an increase in board size. If fewer than a quorum of directors remain, a majority of all remaining directors can fill it. A class-elected seat is voted on only by that class if members fill it. The appointer alone fills an appointed seat unless the documents vary the rule; a designated seat follows the articles or bylaws, and the board cannot fill it when they give no mechanism (§ 14-3-811(a)–(c)).

Court and successor rules

The superior court may remove a director on the grounds in § 14-3-810(a)(1) only if removal is also in the corporation's best interest. The corporation, members holding at least 10% of a class's voting power, or the Attorney General may bring the case. The court may bar a removed director from board service for a prescribed period. If a memberless corporation has no directors, the Attorney General or an interested person may petition the court to appoint at least three directors or the governing documents' minimum (§ 14-3-811(e)).

An elected director filling a vacancy serves the predecessor's unexpired term (§ 14-3-805(c)). A vacancy expected on a specified later date may be filled in advance, but the successor takes office only when that vacancy occurs (§ 14-3-811(d)).

What trips people up

An appointed director's removal is a notice act by the appointing person, and the notice goes both to the director and to the prescribed corporation recipient (§ 14-3-809(b)). A designated director is removed by changing the designation in the articles or bylaws (§ 14-3-809(a)); the ordinary board vote does not substitute for that amendment.

Common questions

Can a board fill a vacancy even if it has lost its quorum? Yes. A majority of all remaining directors may fill an ordinary vacancy under § 14-3-811(a)(3), subject to the separate appointed and designated seat rules.

Can the next director start before a future-dated resignation takes effect? No. Section 14-3-811(d) allows advance selection but postpones taking office until the vacancy occurs.

Statutes and sources

Georgia's signed 2023 S.B. 148 amended the nonprofit chapter. The signed 2026 H.B. 1268, § 14(1), removed quotation marks around the conflicting-interest term in § 14-3-810(a)(1). Operative excerpts, checked October 2, 2026:

• § 14-3-804: “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.”
• § 14-3-805: “A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.”
• § 14-3-807: “A resignation is effective when the notice is delivered unless the notice specifies a later effective date or an effective date determined by the happening of an event.”
• § 14-3-808: “the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors”.
• § 14-3-809: “An appointed director may be removed without cause by the person appointing the director”.
• § 14-3-810: “Removal is in the best interest of the corporation.”
• § 14-3-811: “the new director may not take office until the vacancy occurs.”
• § 14-3-821: “Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all”.
• § 14-3-822: “notice shall be provided for any meeting where an amendment to the articles or bylaws or the removal of a director shall be considered.”