{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-991.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-991.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-991.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-991.html"}],"law_id":72676,"edition_id":1,"section_id":72676,"structure_id":14577,"section_number":"13.1-991","catch_line":"Directors","history":"Code 1950, \u00a7 13.1-149; 1960, c. 80; 1968, c. 254; 1985, c. 522.","full_text":"The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of a director elected by the members may be filled by the directors elected by the members and any vacancy in the office of director elected by the shareholders may be filled by the directors elected by the shareholders. The shareholders and members or the directors may by bylaw provide that a quorum of the board of directors for the purpose of transaction of business shall consist of a stated number or percentage of the directors less than a majority of the number of directors fixed by the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed.","order_by":null,"text":{"0":{"id":261600,"text":"The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of a director elected by the members may be filled by the directors elected by the members and any vacancy in the office of director elected by the shareholders may be filled by the directors elected by the shareholders. The shareholders and members or the directors may by bylaw provide that a quorum of the board of directors for the purpose of transaction of business shall consist of a stated number or percentage of the directors less than a majority of the number of directors fixed by the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":14577,"edition_id":1,"name":"Industrial Development Corporations","identifier":"11","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:48:44","date_modified":"2026-06-26 03:48:44","permalink":{"id":148277,"object_type":"structure","relational_id":14577,"identifier":"11","token":"13.1\/11","url":"\/13.1\/11\/","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":80825,"structure_id":14577,"section_number":"13.1-981","catch_line":"How chapter cited","url":"\/13.1-981\/","token":"13.1\/11\/13.1-981","metadata":false},{"id":69245,"structure_id":14577,"section_number":"13.1-982","catch_line":"Definitions","url":"\/13.1-982\/","token":"13.1\/11\/13.1-982","metadata":false},{"id":56063,"structure_id":14577,"section_number":"13.1-983","catch_line":"Incorporation","url":"\/13.1-983\/","token":"13.1\/11\/13.1-983","metadata":false},{"id":83258,"structure_id":14577,"section_number":"13.1-984","catch_line":"Corporate name","url":"\/13.1-984\/","token":"13.1\/11\/13.1-984","metadata":false},{"id":68339,"structure_id":14577,"section_number":"13.1-985","catch_line":"Governor to approve articles of incorporation","url":"\/13.1-985\/","token":"13.1\/11\/13.1-985","metadata":false},{"id":65825,"structure_id":14577,"section_number":"13.1-986","catch_line":"How funds may be derived","url":"\/13.1-986\/","token":"13.1\/11\/13.1-986","metadata":false},{"id":60972,"structure_id":14577,"section_number":"13.1-987","catch_line":"Restrictions on powers of corporation","url":"\/13.1-987\/","token":"13.1\/11\/13.1-987","metadata":false},{"id":58421,"structure_id":14577,"section_number":"13.1-988","catch_line":"Acquisition, transfer, etc., of securities and shares of corporation","url":"\/13.1-988\/","token":"13.1\/11\/13.1-988","metadata":false},{"id":80429,"structure_id":14577,"section_number":"13.1-989","catch_line":"Membership in corporation; loans from members","url":"\/13.1-989\/","token":"13.1\/11\/13.1-989","metadata":false},{"id":85284,"structure_id":14577,"section_number":"13.1-990","catch_line":"Shares and shareholders","url":"\/13.1-990\/","token":"13.1\/11\/13.1-990","metadata":false},{"id":72676,"structure_id":14577,"section_number":"13.1-991","catch_line":"Directors","url":"\/13.1-991\/","token":"13.1\/11\/13.1-991","metadata":false},{"id":72431,"structure_id":14577,"section_number":"13.1-992","catch_line":"Executive committee","url":"\/13.1-992\/","token":"13.1\/11\/13.1-992","metadata":false},{"id":77569,"structure_id":14577,"section_number":"13.1-993","catch_line":"Restrictions on amendments to articles of incorporation","url":"\/13.1-993\/","token":"13.1\/11\/13.1-993","metadata":false},{"id":69071,"structure_id":14577,"section_number":"13.1-994","catch_line":"Earned surplus","url":"\/13.1-994\/","token":"13.1\/11\/13.1-994","metadata":false},{"id":74233,"structure_id":14577,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","url":"\/13.1-995\/","token":"13.1\/11\/13.1-995","metadata":false},{"id":84215,"structure_id":14577,"section_number":"13.1-996","catch_line":"Corporation not authorized to receive money on deposit; deposit of funds of corporation","url":"\/13.1-996\/","token":"13.1\/11\/13.1-996","metadata":false},{"id":71494,"structure_id":14577,"section_number":"13.1-997","catch_line":"Books and records","url":"\/13.1-997\/","token":"13.1\/11\/13.1-997","metadata":false},{"id":80620,"structure_id":14577,"section_number":"13.1-998","catch_line":"Credit of Commonwealth not pledged","url":"\/13.1-998\/","token":"13.1\/11\/13.1-998","metadata":false}],"previous_section":{"id":85284,"structure_id":14577,"section_number":"13.1-990","catch_line":"Shares and shareholders","url":"\/13.1-990\/","token":"13.1\/11\/13.1-990","metadata":false},"next_section":{"id":72431,"structure_id":14577,"section_number":"13.1-992","catch_line":"Executive committee","url":"\/13.1-992\/","token":"13.1\/11\/13.1-992","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-991\/","history_text":"<p>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 1960, chapter 80; in 1968, chapter 254; in 1985, chapter 522.<\/p>","references":false,"refers_to":false,"permalink":{"id":148319,"object_type":"law","relational_id":72676,"identifier":"13.1-991","token":"13.1\/11\/13.1-991","url":"\/13.1-991\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-991\/","token":"13.1\/11\/13.1-991","dublin_core":{"Title":"Directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-991","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of a director elected by the members may be filled by the directors elected by the members and any vacancy in the office of director elected by the shareholders may be filled by the directors elected by the shareholders. The shareholders and members or the directors may by bylaw provide that a quorum of the board of directors for the purpose of transaction of business shall consist of a stated number or percentage of the directors less than a majority of the number of directors fixed by the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed.<\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nDIRECTORS (\u00a7 13.1-991)\n\nThe business and affairs of a corporation shall be conducted by a board of\ndirectors. The number of directors shall be a multiple of three. Two-thirds of\nthe directors shall be elected by the members and one-third shall be elected by\nthe shareholders. Any vacancy in the office of a director elected by the members\nmay be filled by the directors elected by the members and any vacancy in the\noffice of director elected by the shareholders may be filled by the directors\nelected by the shareholders. The shareholders and members or the directors may\nby bylaw provide that a quorum of the board of directors for the purpose of\ntransaction of business shall consist of a stated number or percentage of the\ndirectors less than a majority of the number of directors fixed by the bylaws;\nbut in no event shall a quorum consist of less than one-third of the number of\ndirectors so fixed.\n\nHISTORY: Code 1950, \u00a7 13.1-149; 1960, c. 80; 1968, c. 254; 1985, c. 522.","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}}