                                 CODE OF VIRGINIA

BOARD OF DIRECTORS (§ 13.1-553)

A. Except as provided in an agreement adopted pursuant to &#xA7; 13.1-671.1 or
13.1-852.1 that is not in conflict with &#xA7; 13.1-544, a professional
corporation organized pursuant to the provisions of this chapter shall be
governed by a board of directors, which shall have the full management of the
business and affairs of the corporation and continuing exclusive authority to
make management decisions on its behalf, including the power and authority to
delegate to its agents, officers, and employees, and to delegate by a management
agreement or another agreement with, or otherwise to, other persons managerial
duties and tasks related to the corporation&#8217;s operations, and no
shareholder or member shall have the power to bind the corporation within the
scope of its business or profession merely by virtue of his being a shareholder
or member. To the extent the board of directors is eliminated or its make-up or
manner of selection is modified by an agreement adopted pursuant to &#xA7;
13.1-671.1 or 13.1-852.1, only individuals or entities licensed or otherwise
legally authorized to render the same professional services within the
Commonwealth as the services provided by the professional corporation or its
shareholders or members shall supervise and direct the provision of professional
services of that professional corporation or its shareholders or members within
the Commonwealth; however, in the case of a corporation rendering the services
of architects, professional engineers, land surveyors, landscape architects, or
certified interior designers, or any combination thereof, such supervision and
direction may be provided by individuals who are employees of the corporation
and are not duly licensed to render such professional services so long as at
least two-thirds of the individuals providing such supervision and direction are
employees of the corporation and duly licensed to render such professional
services.

B. The articles of incorporation may prescribe the manner in which the board of
directors shall be chosen and the number thereof. No individual not duly
licensed or otherwise duly authorized to render the professional services of the
corporation shall be a member of the board of directors, except that the board
of directors of a corporation rendering the services of architects, professional
engineers, land surveyors, landscape architects, or certified interior
designers, or any combination thereof, may have as members employees of the
corporation who are not authorized to render the professional services of the
corporation, provided that such employee-directors do not constitute more than
one-third of all of the members of the board of directors.

C. The board of directors, including the first board of directors, shall consist
of one or more individuals. The number of directors shall be fixed by the bylaws
except as to the number of the first board of directors, which shall be fixed by
the articles of incorporation. The number of directors may be increased or
decreased from time to time by amendment of 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. In the absence of a bylaw
fixing the number of directors, the number shall be the same as that stated in
the articles of incorporation.

HISTORY: 1970, c. 77; 1978, c. 828; 1982, c. 590; 1995, c. 322; 2006, c. 649;
2007, c. 629; 2009, c. 309; 2010, c. 532.