Removal of Directors; Vacancies

1. Law
2. Georgia Code
3. Banking and Finance
4. Financial Institutions
5. Banks and Trust Companies
6. Management
7. Removal of Directors; Vacancies

1. The entire board of directors or an individual director may be removed without cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors.
2. The board may remove a director from office if:
   1. The director is adjudicated an incompetent by a court or is convicted of a felony;
   2. The director does not, within 60 days after his or her election or such longer time as the bylaws may specify, accept the office in writing or by attendance at a meeting and fulfill other requirements for holding the office;
   3. The director fails to attend regular meetings of the board for six successive monthly meetings or two successive quarterly meetings, if quarterly meetings have been approved by the department, without having been excused by the board;
   4. The director was an employee or duly elected officer of the bank or trust company and was discharged or resigned at the request of the board for reasons relating to performance of duties as an employee or officer of the bank or trust company;
   5. The director has been indicted for any crime involving moral turpitude, dishonesty, or breach of trust; or
   6. The director has failed to make payments on a loan or other extension of credit which causes a loss to a financial institution.
3. Vacancies in the board of directors, whether caused by removal or otherwise and including vacancies resulting from an increase in the number of directors, may be filled by the remaining members of the board, even though less than a quorum. Each director so elected shall be a director until his successor is elected by the shareholders, who shall make such election at the next annual meeting of shareholders or at any special meeting called for that purpose prior thereto.

(Ga. L. 1919, p. 135, art. 19, § 1; Code 1933, § 13-2001; Ga. L. 1947, p. 480, § 1; Ga. L. 1966, p. 590, § 6; Code 1933, § 41A-2206, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1981, p. 1366, § 13; Ga. L. 1989, p. 1211, § 9; Ga. L. 2017, p. 193, § 12/HB 143.)

Cross references.

- Right of department to require immediate suspension from office of director, officer, or employee of financial institution who is found to be dishonest, incompetent, or otherwise unqualified, § 7-1-71.

RESEARCH REFERENCES

Am. Jur. 2d.

- 10 Am. Jur. 2d, Banks and Financial Institutions, §§ 329 et seq., 476.

C.J.S.

- 9 C.J.S., Banks and Banking, §§ 99, 104, 105.

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