{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-855.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-855.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-855.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-855.html"}],"law_id":56717,"edition_id":1,"section_id":56717,"structure_id":13531,"section_number":"13.1-855","catch_line":"Number and election of directors","history":"Code 1950, \u00a7 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925; 2010, c. 171.","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 bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.B\n\nThe members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors.C\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 members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.D\n\nDirectors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members’ meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858.E\n\nNo individual shall be named or elected as a director without his prior consent.","order_by":null,"text":{"0":{"id":207530,"text":"A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":207531,"text":"The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended 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":207532,"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 members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":207533,"text":"Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members’ meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":207534,"text":"No individual shall be named or elected as a director without his prior consent.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":13531,"edition_id":1,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:08","date_modified":"2026-06-26 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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":83970,"structure_id":13531,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":68503,"structure_id":13531,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":56717,"structure_id":13531,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":73756,"structure_id":13531,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of 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exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":71515,"structure_id":13531,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":73903,"structure_id":13531,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":54497,"structure_id":13531,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":69141,"structure_id":13531,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":69422,"structure_id":13531,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":81253,"structure_id":13531,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":68503,"structure_id":13531,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},"next_section":{"id":73756,"structure_id":13531,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-855\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 1983, chapter 393; in 1985, chapter 522; in 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>.<\/p>","references":[{"id":78466,"section_number":"13.1-814.1","catch_line":"Special provisions for community associations","order_by":null,"url":"\/13.1-814.1\/"},{"id":72443,"section_number":"13.1-819","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-819\/"},{"id":80058,"section_number":"38.2-4212","catch_line":"Board of directors of nonstock corporation operating plan","order_by":null,"url":"\/38.2-4212\/"},{"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\/"},{"id":61186,"section_number":"38.2-4508","catch_line":"Board of directors of nonstock corporation","order_by":null,"url":"\/38.2-4508\/"}],"refers_to":false,"permalink":{"id":148143,"object_type":"law","relational_id":56717,"identifier":"13.1-855","token":"13.1\/10\/8\/13.1-855","url":"\/13.1-855\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","dublin_core":{"Title":"Number and election of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-855","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A board of directors<\/span> shall consist of one or more individuals<\/span>, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation<\/span>. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation<\/span> provide that a change in the number of directors shall be made only by amendment of the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The members<\/span> may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of incorporation<\/span> or bylaws may establish a variable range for the size of the board of directors<\/span> 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 members<\/span> or the board of directors<\/span>. However, to the extent that the corporation<\/span> has members<\/span> with voting privileges<\/span>, only the members<\/span> may change the range for the size of the board of directors<\/span> or change from a fixed to a variable-range size board or vice versa. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Directors shall be elected or appointed in the manner provided in the articles of incorporation<\/span>. If the corporation<\/span> has members<\/span> with voting privileges<\/span>, directors shall be elected at the first annual members<\/span>’ meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> No individual<\/span> shall be named or elected as a director<\/span> without his prior consent. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNUMBER AND ELECTION OF DIRECTORS (\u00a7 13.1-855)\n\nA. A board of directors shall consist of one or more individuals, with the\nnumber specified in or fixed in accordance with the bylaws, or if not specified\nin or fixed in accordance with the bylaws, with the number specified in or fixed\nin accordance with the articles of incorporation. The number of directors may be\nincreased or decreased from time to time by amendment to the bylaws, unless the\narticles of incorporation provide that a change in the number of directors shall\nbe made only by amendment of the articles of incorporation.\n\nB. The members may adopt a bylaw fixing the number of directors and may direct\nthat such bylaw not be amended by the board of directors.\n\nC. 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\nmembers or the board of directors. However, to the extent that the corporation\nhas members with voting privileges, only the members may change the range for\nthe size of the board of directors or change from a fixed to a variable-range\nsize board or vice versa.\n\nD. Directors shall be elected or appointed in the manner provided in the\narticles of incorporation. If the corporation has members with voting\nprivileges, directors shall be elected at the first annual members’\nmeeting and at each annual meeting thereafter unless their terms are staggered\nunder § 13.1-858.\n\nE. No individual shall be named or elected as a director without his prior\nconsent.\n\nHISTORY: Code 1950, \u00a7 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007,\nc. 925; 2010, c. 171.","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}}