What the statute requires
- Governing statute
- Georgia Nonprofit Corporation Code, O.C.G.A. sections 14-3-101 to 14-3-1703
- Minimum directors
- 3. Section 14-3-803(a) sets two rules. A corporation without members that came into existence on or after July 1, 2023 must have a board of three or more natural persons. Every other nonprofit corporation, including one formed before that date and any corporation that has members, needs a board of one or more natural persons. Since most new Georgia nonprofits are formed without members, three is the working minimum for anything organized since mid-2023.
- Term length
- The articles or bylaws may specify terms. If they do not, the term of each director other than an initial director is one year, and directors may be elected for successive terms (section 14-3-805(a)). The terms of initial directors expire at the first meeting of members or directors held to elect directors.
- Term limits
- Not specified by statute.
- Quorum
- For a board with a fixed size, a majority of the fixed number of directors. For a variable-range board, a majority of the number prescribed, or of the number in office immediately before the meeting begins if no number is prescribed. The articles or bylaws may lower quorum to no fewer than one-third of that number (section 14-3-824(a) and (b)).
- Annual meeting
- A membership corporation must hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws, and the chief executive officer and chief financial officer report at it on the corporation's activities and financial condition (section 14-3-701). A corporation with no members has no statutory annual meeting requirement.
- Conflict of interest
- Georgia uses a detailed "director's conflicting interest transaction" framework at sections 14-3-860 to 14-3-864. Such a transaction cannot be enjoined, set aside, or turned into damages if directors' action complied with section 14-3-862, members' action complied with section 14-3-863, a superior court approved it under section 14-3-864, or the transaction is established to have been fair to the corporation when it was committed to. Directors' approval means the affirmative vote of a majority, but never fewer than two, of the qualified directors who voted after disclosure.
- Removing a director
- Unless the articles or bylaws provide otherwise for elected directors, the members may remove a director they elected with or without cause, but only if the votes cast to remove would have been enough to elect that director. A director elected by a class, chapter, unit, or geographic grouping may be removed only by that group. Removal by members must happen at a meeting whose notice states removal as a purpose and names the director (section 14-3-808).
- Recurring state filing
- Annual registration delivered to the Secretary of State between January 1 and April 1 each year, listing the registered agent and office, principal office, and the chief executive officer, chief financial officer, and secretary (section 14-3-1622). The filing fee is $30, with a $25 late penalty (section 14-3-122). Section 14-3-120.1 lets the Secretary of State offer a registration valid for up to three years.
What's particular to Georgia
Georgia rewrote its nonprofit code in 2023, the first major revision in about thirty years. Senate Bill 148 was signed on May 2, 2023 and took effect July 1, 2023. It introduced the three-director minimum for new corporations without members, shifted the statute to "membership corporation" terminology, and replaced references to the president with chief executive officer and chief financial officer throughout.
The conflict of interest rules have a hard floor that small boards run into. Under section 14-3-862 a conflicting interest transaction gets directors' approval only on the affirmative vote of a majority "but not less than two" of the qualified directors who vote on it, and a majority but never fewer than two qualified directors is what constitutes a quorum for that vote. A board with only one disinterested director cannot approve the transaction that way, and has to rely on member approval, court approval, or proving fairness.
Georgia does not make you file every single year if you plan ahead. Section 14-3-120.1 authorizes the Secretary of State to make an annual registration valid for up to three years, so a nonprofit can pay once and cover multiple years of registration. The filing window itself is narrow: January 1 through April 1.
Because Georgia's official code is published under a state contract rather than posted free on a legislative site, the most direct public source for the current text is the enacted 2023 act itself, linked below.
This is a summary, not legal advice.
We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Georgia review it.
Knowing the rule is the easy part.
Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.
Start free, no card needed