                                 CODE OF VIRGINIA

QUALIFICATIONS FOR DIRECTORS OR FOR NOMINEES FOR DIRECTOR (§ 13.1-674)

A. The articles of incorporation or bylaws may prescribe qualifications for
directors or for nominees for director.

B. A requirement that is based on a past, current, or prospective action, or on
an expression of an opinion, by a nominee or director that (i) relates to the
discharge of a director&#8217;s duties and (ii) could limit the ability of the
nominee or director to discharge his duties as a director is not a permissible
qualification for a nominee or director under this section. Permissible
qualifications for a nominee or director under this section include the
person&#8217;s not being or having been subject to specified criminal, civil, or
regulatory sanctions or not having been removed as a director by judicial action
or for cause.

C. A director need not be a resident of the Commonwealth or a shareholder of the
corporation unless the articles of incorporation or bylaws so prescribe.

D. A qualification for nomination for director that is prescribed before a
person&#8217;s nomination shall apply to the person at the time of his
nomination. A qualification for nomination for director that is prescribed after
a person&#8217;s nomination shall not apply to that person with respect to such
nomination.

E. A qualification for directors that is prescribed before a person&#8217;s
nomination for director may provide that it applies (i) only at the start of the
director&#8217;s term or (ii) during that person&#8217;s term as director. A
qualification for directors prescribed during a director&#8217;s term shall not
apply to that director prior to the end of that director&#8217;s term.

HISTORY: Code 1950, § 13.1-35; 1956, c. 428; 1985, c. 522; 2012, c. 706; 2015,
c. 611; 2019, c. 734.