{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-857.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-857.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-857.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-857.html"}],"law_id":68232,"edition_id":1,"section_id":68232,"structure_id":13531,"section_number":"13.1-857","catch_line":"Terms of directors generally","history":"Code 1950, \u00a7 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303; 2007, c. 925.","full_text":"A\n\nIn 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\n\nThe 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\n\nThe 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\n\nA decrease in the number of directors does not shorten an incumbent director’s term.E\n\nThe 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\n\nExcept 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.","order_by":null,"text":{"0":{"id":246919,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":246920,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":246921,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":246922,"text":"A decrease in the number of directors does not shorten an incumbent director’s term.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":246923,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":246924,"text":"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.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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 03:45:08","permalink":{"id":148133,"object_type":"structure","relational_id":13531,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":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 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members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},"next_section":{"id":66939,"structure_id":13531,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-857\/","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 1985, chapter 522; in 1986, chapter 529; in 2004, chapter 303<\/a>; in 2007, chapter 925<\/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\/"}],"refers_to":[{"id":66939,"section_number":"13.1-858","catch_line":"Staggered terms of directors","order_by":null,"url":"\/13.1-858\/"}],"permalink":{"id":148151,"object_type":"law","relational_id":68232,"identifier":"13.1-857","token":"13.1\/10\/8\/13.1-857","url":"\/13.1-857\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","dublin_core":{"Title":"Terms of directors generally","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-857","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In the absence of a provision in the articles of incorporation<\/span> fixing a term of office, the term of office for a director<\/span> shall be one year. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The terms of the initial directors<\/span> of a corporation<\/span> expire at the first members<\/span>’ meeting at which directors<\/span> are elected, or if there are no members<\/span> or the corporation<\/span>’s members<\/span> do not have voting rights, at the end of such other period as may be specified in the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The terms of all other directors<\/span> expire at the next annual meeting of members<\/span> following the directors<\/span>’ election unless their terms are staggered under § 13.1-858<\/a> or, if there are no members<\/span> or the corporation<\/span>’s members<\/span> do not have voting rights, as provided in the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A decrease in the number of directors<\/span> does not shorten an incumbent director<\/span>’s term. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The term of a director<\/span> elected by the board of directors<\/span> to fill a vacancy expires at the next members<\/span>’ meeting at which directors are elected or, if there are no members<\/span> or the corporation<\/span>’s members<\/span> do not have voting rights, as provided in the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Except in the case of ex-officio directors, despite the expiration of a director<\/span>’s term, a director<\/span> continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERMS OF DIRECTORS GENERALLY (\u00a7 13.1-857)\n\nA. In the absence of a provision in the articles of incorporation fixing a term\nof office, the term of office for a director shall be one year.\n\nB. The terms of the initial directors of a corporation expire at the first\nmembers’ meeting at which directors are elected, or if there are no\nmembers or the corporation’s members do not have voting rights, at the end\nof such other period as may be specified in the articles of incorporation.\n\nC. The terms of all other directors expire at the next annual meeting of members\nfollowing the directors’ election unless their terms are staggered under\n§ 13.1-858 or, if there are no members or the corporation’s members\ndo not have voting rights, as provided in the articles of incorporation.\n\nD. A decrease in the number of directors does not shorten an incumbent\ndirector’s term.\n\nE. The term of a director elected by the board of directors to fill a vacancy\nexpires at the next members’ meeting at which directors are elected or, if\nthere are no members or the corporation’s members do not have voting\nrights, as provided in the articles of incorporation.\n\nF. Except in the case of ex-officio directors, despite the expiration of a\ndirector’s term, a director continues to serve until his successor is\nelected and qualifies or until there is a decrease in the number of directors,\nif any.\n\nHISTORY: Code 1950, \u00a7 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004,\nc. 303; 2007, c. 925.","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}}