                                 CODE OF VIRGINIA

TERMS OF DIRECTORS GENERALLY (§ 13.1-857)

A. In the absence of a provision in the articles of incorporation fixing a term
of office, the term of office for a director shall be one year.

B. The terms of the initial directors of a corporation expire at the first
members&#8217; meeting at which directors are elected, or if there are no
members or the corporation&#8217;s members do not have voting rights, at the end
of such other period as may be specified in the articles of incorporation.

C. The terms of all other directors expire at the next annual meeting of members
following the directors&#8217; election unless their terms are staggered under
&#xA7; 13.1-858 or, if there are no members or the corporation&#8217;s members
do not have voting rights, as provided in the articles of incorporation.

D. A decrease in the number of directors does not shorten an incumbent
director&#8217;s term.

E. The term of a director elected by the board of directors to fill a vacancy
expires at the next members&#8217; meeting at which directors are elected or, if
there are no members or the corporation&#8217;s members do not have voting
rights, as provided in the articles of incorporation.

F. Except in the case of ex-officio directors, despite the expiration of a
director&#8217;s term, a director continues to serve until his successor is
elected and qualifies or until there is a decrease in the number of directors,
if any.

HISTORY: Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004,
c. 303; 2007, c. 925.