                                 CODE OF VIRGINIA

REMOVAL OF DIRECTORS BY SHAREHOLDERS (§ 13.1-680)

A. The shareholders may remove one or more directors with or without cause,
unless the articles of incorporation provide that directors may be removed only
for cause.

B. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove the
director.

C. If cumulative voting in the election of directors is authorized by the
articles of incorporation, a director may not be removed if, in the case of a
shareholders&#8217; meeting, the number of votes sufficient to elect him under
cumulative voting is voted against his removal and, if action is taken by less
than unanimous consent, voting shares entitled to the number of votes sufficient
to elect the director under cumulative voting do not consent to the removal. If
cumulative voting in the election of directors is not authorized by the articles
of incorporation, unless the articles of incorporation or bylaws require a
greater vote, a director may be removed if the number of votes cast to remove
the director constitutes a majority of the votes entitled to be cast at an
election of directors of the voting group or voting groups by which the director
was elected.

D. A director may be removed by the shareholders at a shareholders&#8217;
meeting if the meeting is called for the purpose of removing the director. The
meeting notice shall state that the purpose, or one of the purposes of the
meeting, is removal of the director.

E. Upon the removal of a director, the corporation may file an amended annual
report with the Commission indicating the removal of the director and the
successor in office, if any.

HISTORY: Code 1950, §§ 13-205, 13.1-42; 1956, c. 428; 1985, c. 522; 1991, c.
124; 2005, c. 765; 2019, c. 734.