13.1-991 - Directors. - Virginia Statutes

§ 13.1-991. Directors.

The business and affairs of a corporation shall be conducted by a board ofdirectors. The number of directors shall be a multiple of three. Two-thirdsof the directors shall be elected by the members and one-third shall beelected by the shareholders. Any vacancy in the office of a director electedby the members may be filled by the directors elected by the members and anyvacancy in the office of director elected by the shareholders may be filledby the directors elected by the shareholders. The shareholders and members orthe directors may by bylaw provide that a quorum of the board of directorsfor the purpose of transaction of business shall consist of a stated numberor percentage of the directors less than a majority of the number ofdirectors fixed by the bylaws; but in no event shall a quorum consist of lessthan one-third of the number of directors so fixed.

(Code 1950, § 13.1-149; 1960, c. 80; 1968, c. 254; 1985, c. 522.)