{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-675.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-675.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-675.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-675.html"}],"law_id":55684,"edition_id":1,"section_id":55684,"structure_id":14362,"section_number":"13.1-675","catch_line":"Number and election of directors","history":"Code 1950, \u00a7 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.","full_text":"A\n\nA 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\n\nThe 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\n\nDirectors 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\n\nNo individual shall be named or elected as a director without his prior consent.","order_by":null,"text":{"0":{"id":204122,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":204123,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":204124,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":204125,"text":"No individual shall be named or elected as a director without his prior consent.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14362,"edition_id":1,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:53","date_modified":"2026-06-26 03:47:53","permalink":{"id":151169,"object_type":"structure","relational_id":14362,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":79378,"structure_id":14362,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-673\/","token":"13.1\/9\/9\/13.1-673","metadata":false},{"id":72148,"structure_id":14362,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":false},{"id":55684,"structure_id":14362,"section_number":"13.1-675","catch_line":"Number and election of directors","url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","metadata":false},{"id":86056,"structure_id":14362,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":false},{"id":81166,"structure_id":14362,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":57845,"structure_id":14362,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":63645,"structure_id":14362,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":false},{"id":85998,"structure_id":14362,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},{"id":69281,"structure_id":14362,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","url":"\/13.1-681.1\/","token":"13.1\/9\/9\/13.1-681.1","metadata":false},{"id":74760,"structure_id":14362,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","url":"\/13.1-682\/","token":"13.1\/9\/9\/13.1-682","metadata":false},{"id":56181,"structure_id":14362,"section_number":"13.1-683","catch_line":"Compensation of 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officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":false}],"previous_section":{"id":72148,"structure_id":14362,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":false},"next_section":{"id":86056,"structure_id":14362,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-675\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 12 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s 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<\/a>; in 2006, chapter 330<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":68956,"section_number":"38.2-4406","catch_line":"Board of directors of corporation operating plan","order_by":null,"url":"\/38.2-4406\/"},{"id":61494,"section_number":"38.2-4407","catch_line":"Board of directors of plan created by attorneys","order_by":null,"url":"\/38.2-4407\/"}],"refers_to":[{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"}],"permalink":{"id":151179,"object_type":"law","relational_id":55684,"identifier":"13.1-675","token":"13.1\/9\/9\/13.1-675","url":"\/13.1-675\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","dublin_core":{"Title":"Number and election of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-675","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A board of directors shall consist of one or more individuals<\/span>, with the number specified in or fixed in accordance with the articles of incorporation<\/span> 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<\/span> or bylaws. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation<\/span> 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<\/span> or by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Directors are elected at the first annual shareholders<\/span>’ meeting and at each annual meeting thereafter unless elected by written<\/span> consent in lieu of an annual meeting as permitted by § 13.1-657<\/a> or unless their terms are staggered under § 13.1-678<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No individual<\/span> shall be named or elected as a director without his prior consent. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNUMBER AND ELECTION OF DIRECTORS (\u00a7 13.1-675)\n\nA. A board of directors shall consist of one or more individuals, with the\nnumber specified in or fixed in accordance with the articles of incorporation or\nbylaws. The number of directors may be increased or decreased from time to time\nby amendment of, or in the manner provided in, the articles of incorporation or\nbylaws.\n\nB. The articles of incorporation or bylaws may establish a variable range for\nthe size of the board of directors by fixing a minimum and maximum number of\ndirectors. If a variable range is established, the number of directors may be\nfixed or changed from time to time, within the minimum and maximum, by the\nshareholders or by the board of directors.\n\nC. Directors are elected at the first annual shareholders’ meeting and at\neach annual meeting thereafter unless elected by written consent in lieu of an\nannual meeting as permitted by § 13.1-657 or unless their terms are\nstaggered under § 13.1-678.\n\nD. No individual shall be named or elected as a director without his prior\nconsent.\n\nHISTORY: Code 1950, \u00a7 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c.\n662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1991, c. 112; 2005, c. 765; 2006,\nc. 330; 2010, c. 782; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}