§ 13.1-857 Terms of directors generally
A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year.
B. The terms of the initial directors of a corporation expire at the first members’ meeting at which directors are elected, or if there are no members or the corporation’s members do not have voting rights, at the end of such other period as may be specified in the articles of incorporation.
C. The terms of all other directors expire at the next annual meeting of members following the directors’ election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation’s members do not have voting rights, as provided in the articles of incorporation.
D. A decrease in the number of directors does not shorten an incumbent director’s term.
E. The term of a director elected by the board of directors to fill a vacancy expires at the next members’ meeting at which directors are elected or, if there are no members or the corporation’s members do not have voting rights, as provided in the articles of incorporation.
F. Except in the case of ex-officio directors, despite the expiration of a director’s term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any.
History
The record of this law’s original creation isn’t available online. It has been modified 5 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 1985, chapter 522; in 1986, chapter 529; in 2004, chapter 303; in 2007, chapter 925.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303; 2007, c. 925.