§ 46-8-50 - Combination of offices of corporation; election of officers by shareholders; terms of office; powers and duties of officers; authority of chairman or president as to legal proceedings - Georgia Statutes

O.C.G.A. 46-8-50 (2010)
46-8-50. Combination of offices of corporation; election of officers by shareholders; terms of office; powers and duties of officers; authority of chairman or president as to legal proceedings

(a) Any two or more offices provided for by Code Section 46-8-46 may be held by the same person, except the offices of president and secretary.

(b) The charter granted to any railroad corporation under this chapter may provide that all officers or certain specified officers shall be elected by the shareholders instead of by the board of directors.

(c) Unless otherwise provided in the charter, bylaws, or resolution of the board of directors, all officers shall be elected or appointed for a term of office running until the meeting of the board following the next annual meeting of shareholders or, in the case of officers elected by the shareholders, until the next annual meeting of shareholders.

(d) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and has qualified.

(e) All officers and agents of a railroad company shall have such authority and shall perform such duties in the management of the corporation as may be provided in the bylaws or as may be determined by action of the board of directors not inconsistent with the bylaws.

(f) The chairman of the board of directors or the president of the company shall have authority to institute or defend legal proceedings by or against the company either when the directors are in disagreement or when circumstances require action in the name of the company before a meeting of the board of directors can be called.