{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-678.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-678.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-678.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-678.html"}],"law_id":71464,"edition_id":1,"section_id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","history":"Code 1950, \u00a7 13.1-37; 1956, c. 428; 1985, c. 522; 2019, c. 734.","full_text":"The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.","order_by":null,"text":{"0":{"id":257617,"text":"The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"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 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directors","url":"\/13.1-683\/","token":"13.1\/9\/9\/13.1-683","metadata":false},{"id":71263,"structure_id":14362,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","url":"\/13.1-684\/","token":"13.1\/9\/9\/13.1-684","metadata":false},{"id":56953,"structure_id":14362,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","metadata":false},{"id":85755,"structure_id":14362,"section_number":"13.1-686","catch_line":"Notice of board of directors' meetings","url":"\/13.1-686\/","token":"13.1\/9\/9\/13.1-686","metadata":false},{"id":76686,"structure_id":14362,"section_number":"13.1-687","catch_line":"Waiver of notice by director","url":"\/13.1-687\/","token":"13.1\/9\/9\/13.1-687","metadata":false},{"id":57551,"structure_id":14362,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":false},{"id":66497,"structure_id":14362,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},{"id":56699,"structure_id":14362,"section_number":"13.1-691","catch_line":"Director conflict of interests","url":"\/13.1-691\/","token":"13.1\/9\/9\/13.1-691","metadata":false},{"id":72680,"structure_id":14362,"section_number":"13.1-691.1","catch_line":"Business 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officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":false}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-678\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 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 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":81166,"section_number":"13.1-677","catch_line":"Terms of directors generally","order_by":null,"url":"\/13.1-677\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"refers_to":false,"permalink":{"id":151191,"object_type":"law","relational_id":71464,"identifier":"13.1-678","token":"13.1\/9\/9\/13.1-678","url":"\/13.1-678\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","dublin_core":{"Title":"Staggered terms for directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-678","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

The articles of incorporation<\/span> may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders<\/span>’ meeting after their election, the terms of the second group expire at the second annual shareholders<\/span>’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders<\/span>’ meeting after their election. At each annual shareholders<\/span>’ meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSTAGGERED TERMS FOR DIRECTORS (\u00a7 13.1-678)\n\nThe articles of incorporation may provide for staggering the terms of directors\nby dividing the total number of directors into two or three groups, with each\ngroup containing one-half or one-third of the total, as near as may be\npracticable. In that event, the terms of directors in the first group expire at\nthe first annual shareholders’ meeting after their election, the terms of\nthe second group expire at the second annual shareholders’ meeting after\ntheir election, and the terms of the third group, if any, expire at the third\nannual shareholders’ meeting after their election. At each annual\nshareholders’ meeting held thereafter, directors shall be elected for a\nterm of two years or three years, as the case may be, to succeed those whose\nterms expire.\n\nHISTORY: Code 1950, \u00a7 13.1-37; 1956, c. 428; 1985, c. 522; 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}}