                                 CODE OF VIRGINIA

NUMBER AND ELECTION OF DIRECTORS (§ 13.1-855)

A. A board of directors shall consist of one or more individuals, with the
number specified in or fixed in accordance with the bylaws, or if not specified
in or fixed in accordance with the bylaws, with the number specified in or fixed
in accordance with the articles of incorporation. The number of directors may be
increased or decreased from time to time by amendment to 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.

B. The members may adopt a bylaw fixing the number of directors and may direct
that such bylaw not be amended by the board of directors.

C. 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
members or the board of directors. However, to the extent that the corporation
has members with voting privileges, only the members may change the range for
the size of the board of directors or change from a fixed to a variable-range
size board or vice versa.

D. Directors shall be elected or appointed in the manner provided in the
articles of incorporation. If the corporation has members with voting
privileges, directors shall be elected at the first annual members&#8217;
meeting and at each annual meeting thereafter unless their terms are staggered
under &#xA7; 13.1-858.

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

HISTORY: Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007,
c. 925; 2010, c. 171.