§ 46-3-304 - Actions against directors and officers - Georgia Statutes

O.C.G.A. 46-3-304 (2010)
46-3-304. Actions against directors and officers

(a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of an electric membership corporation to procure for the benefit of the electric membership corporation a judgment for the following relief:

(1) To compel the defendant to account for his official conduct, or any other relief called for by his official conduct, in the following cases:

(A) The neglect of, failure to perform, or other violation of his duties to the electric membership corporation, or violations of his duties in regard to disposition of corporate assets committed to his charge;

(B) The acquisition by him, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of his duties; or

(C) The appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;

(2) To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful corporate transaction, where there is sufficient evidence that it will be made;

(3) To set aside an unlawful conveyance, assignment, or transfer of corporate assets, where the transferee knew of its unlawfulness and is made a party to the action.

(b) An action may be brought for the relief provided in this Code section by the electric membership corporation, or a receiver, trustee in bankruptcy, officer, director, or judgment creditor thereof, or by a member in accordance with Code Section 46-3-272, relating to derivative actions.

(c) No action shall be brought for the relief provided in this Code section more than four years from the time the cause of action accrued.

(d) This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.