                                 CODE OF VIRGINIA

RESIGNATION AND REMOVAL OF OFFICERS (§ 13.1-695)

A. An officer may resign at any time by delivering a written notice to the board
of directors, its chairman, the appointing officer, if any, or the
corporation&#8217;s secretary. A resignation is effective as provided in
subdivision A 9 of &#xA7; 13.1-610 unless the notice provides for a delayed
effectiveness. If effectiveness of a resignation is stated to be delayed and the
board of directors or the appointing officer, if any, accepts the delay, the
board of directors or the appointing officer, if any, may fill the pending
vacancy before the delayed effectiveness but the new officer may not take office
until the vacancy occurs.

B. An officer may be removed at any time with or without cause by (i) the board
of directors; (ii) the appointing officer, if any, unless the bylaws or the
board of directors provides otherwise; or (iii) any other officer, if authorized
by the bylaws or the board of directors. An officer&#8217;s removal does not
affect such officer&#8217;s contract rights, if any, with the corporation. An
officer&#8217;s resignation does not affect the corporation&#8217;s contract
rights, if any, with the officer.

C. Any person who has resigned as an officer of a corporation, or whose name is
of record in the office of the clerk of the Commission as an officer of a
corporation, may file a statement to that effect with the Commission.

D. Upon the resignation or removal of an officer, the corporation may file an
amended annual report with the Commission indicating the resignation or removal
of the officer and the successor in office, if any.

E. As used in this section &#8220;appointing officer&#8221; means the officer,
including any successor to that officer, who, in accordance with subsection B of
&#xA7; 13.1-693, appointed the officer who is resigning or being removed.

HISTORY: Code 1950, § 13.1-46; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991,
cc. 124, 146; 2005, c. 765; 2019, c. 734; 2020, c. 1226.