Section 46-3-294. Vacancies on board of directors generally

   Unless the articles of incorporation or bylaws otherwise provide:

   (1) Except as provided in paragraphs (2) and (3) of this Code section, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members;

   (2) If a vacancy occurs with respect to a director elected by members from a particular district pursuant to subsection (e) of Code Section 46-3-293, the vacancy may be filled by the remaining director or directors elected by the members from that district or, if no such director remains, by the other remaining directors or by the members in accordance with paragraph (1) of this Code section;

   (3) Any directorship to be filled by reason of the removal of a director or directors, as provided in Code Section 46-3-295, shall be filled by the members or, if authorized by the members, by the remaining director or directors as provided in paragraph (1) of this Code section;

   (4) A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the members and the election and qualification of his successor;

   (5) A director who resigns may postpone the effectiveness of his resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. A vacancy shall be deemed to exist at the time of such tender; and the board of directors or the members may then or thereafter elect or appoint a successor to take office when the resignation, by its terms, becomes effective.

Code 1933, § 34C-605, enacted by Ga. L. 1981, p. 1587, § 1.