Section 46-8-47. Determination of directors' compensation; appointment of chairman and vice-presidents; time and place of board meetings; procedures regarding board meetings

   (a) The board of directors shall have the authority to fix the compensation of directors for services in any capacity unless otherwise provided in the charter or the bylaws.

(b) The board of directors may select or appoint one of their number to be chairman of the board of directors. The chairman of the board of directors or the president may appoint such vice-presidents as he deems necessary and prescribe their terms of office, compensation, and duties when authorized to do so by the bylaws of the corporation.

(c) Unless the bylaws otherwise provide, meetings of the board of directors, whether regular or special, may be held within or without this state. The time and place for holding meetings of the board of directors may be fixed by or under the bylaws, or, if not so fixed, by the board.

(d) Regular meetings of the board of directors may be held with or without notice, as may be prescribed in the bylaws. Special meetings of the board of directors shall be held upon such notice as is prescribed in the bylaws. Unless otherwise prescribed in the bylaws, written notice of the time and place of special meetings of the board of directors shall be given to each director either by personal delivery or by mail, telegram, cablegram, or radiogram at least two days before the meeting.

(e) Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before, during, or after a meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it was called or convened, provided that a director may state at the beginning of the meeting any such objection to the transaction of business.

(f) Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless required by the bylaws.

(g) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

(h) Meetings of the board of directors may be called as prescribed by the bylaws or, if there is no such provision in the bylaws, by the chairman of the board, or, if there is no chairman, by the president of the company.

(i) Unless the articles of incorporation or the bylaws provide that a different number shall constitute a quorum, a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation or of the number last fixed by the shareholders, shall constitute a quorum for the transaction of business. In no case shall less than one-third of the total number of directors or fewer than two directors constitute a quorum.

(j) The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board of directors, unless the vote of a greater number is required by the articles of incorporation or the bylaws.

Ga. L. 1969, p. 589, §§ 3, 8.