                                 CODE OF VIRGINIA

NUMBER AND ELECTION OF DIRECTORS (§ 13.1-675)

A. A board of directors shall consist of one or more individuals, with the
number specified in or fixed in accordance with the articles of incorporation or
bylaws. The number of directors may be increased or decreased from time to time
by amendment of, or in the manner provided in, the articles of incorporation or
bylaws.

B. 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
shareholders or by the board of directors.

C. Directors are elected at the first annual shareholders&#8217; meeting and at
each annual meeting thereafter unless elected by written consent in lieu of an
annual meeting as permitted by &#xA7; 13.1-657 or unless their terms are
staggered under &#xA7; 13.1-678.

D. No individual shall be named or elected as a director without his prior
consent.

HISTORY: Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c.
662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1991, c. 112; 2005, c. 765; 2006,
c. 330; 2010, c. 782; 2019, c. 734.