13.1-857 - Terms of directors generally. - Virginia Statutes

§ 13.1-857. Terms of directors generally.

A. In the absence of a provision in the articles of incorporation fixing aterm 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 firstmembers' meeting at which directors are elected, or if there are no membersor the corporation's members do not have voting rights, at the end of suchother period as may be specified in the articles of incorporation.

C. The terms of all other directors expire at the next annual meeting ofmembers following the directors' election unless their terms are staggeredunder § 13.1-858 or, if there are no members or the corporation's members donot have voting rights, as provided in the articles of incorporation.

D. A decrease in the number of directors does not shorten an incumbentdirector's term.

E. The term of a director elected by the board of directors to fill a vacancyexpires at the next members' meeting at which directors are elected or, ifthere are no members or the corporation'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 adirector's term, a director continues to serve until his successor is electedand qualifies or until there is a decrease in the number of directors, if any.

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