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§ 13.1-675 Number and election of directors

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment of, or in the manner provided in, the articles of incorporation or bylaws.

B. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or by the board of directors.

C. Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by § 13.1-657 or unless their terms are staggered under § 13.1-678.

D. No individual shall be named or elected as a director without his prior consent.

History

The record of this law’s original creation isn’t available online. It has been modified 12 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1968, chapter 87; in 1973, chapter 50; in 1974, chapter 662; in 1977, chapter 123; in 1982, chapter 104; in 1985, chapter 522; in 1991, chapter 112; in 2005, chapter 765; in 2006, chapter 330; in 2010, chapter 782; in 2019, chapter 734.

Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c. 662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1991, c. 112; 2005, c. 765; 2006, c. 330; 2010, c. 782; 2019, c. 734.

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