                                 CODE OF VIRGINIA

RESIGNATION AND REMOVAL OF OFFICERS (§ 13.1-874)

A. An officer may resign at any time by delivering notice to the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective time. If a resignation is made effective at a later
time, the corporation may fill the pending vacancy before the effective time if
the successor does not take office until the effective time.

B. A board of directors may remove any officer at any time with or without cause
and any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer. Election or appointment of an officer shall
not of itself create any contract rights in the officer or the corporation. 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
incorrectly on file with 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.

HISTORY: Code 1950, § 13.1-227; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991,
c. 124; 2007, c. 925.