13.1-553 - Board of directors. - Virginia Statutes

§ 13.1-553. Board of directors.

A. Except as provided in an agreement adopted pursuant to § 13.1-671.1 or13.1-852.1 that is not in conflict with § 13.1-544, a professionalcorporation organized pursuant to the provisions of this chapter shall begoverned by a board of directors, which shall have the full management of thebusiness and affairs of the corporation and continuing exclusive authority tomake management decisions on its behalf, including the power and authority todelegate to its agents, officers, and employees, and to delegate by amanagement agreement or another agreement with, or otherwise to, otherpersons managerial duties and tasks related to the corporation's operations,and no shareholder or member shall have the power to bind the corporationwithin the scope of its business or profession merely by virtue of his beinga shareholder or member. To the extent the board of directors is eliminatedor its make-up or manner of selection is modified by an agreement adoptedpursuant to § 13.1-671.1 or 13.1-852.1, only individuals or entities licensedor otherwise legally authorized to render the same professional serviceswithin the Commonwealth as the services provided by the professionalcorporation or its shareholders or members shall supervise and direct theprovision of professional services of that professional corporation or itsshareholders or members within the Commonwealth; however, in the case of acorporation rendering the services of architects, professional engineers,land surveyors, landscape architects, or certified interior designers, or anycombination thereof, such supervision and direction may be provided byindividuals who are employees of the corporation and are not duly licensed torender such professional services so long as at least two-thirds of theindividuals providing such supervision and direction are employees of thecorporation and duly licensed to render such professional services.

B. The articles of incorporation may prescribe the manner in which the boardof directors shall be chosen and the number thereof. No individual not dulylicensed or otherwise duly authorized to render the professional services ofthe corporation shall be a member of the board of directors, except that theboard of directors of a corporation rendering the services of architects,professional engineers, land surveyors, landscape architects, or certifiedinterior designers, or any combination thereof, may have as members employeesof the corporation who are not authorized to render the professional servicesof the corporation, provided that such employee-directors do not constitutemore than one-third of all of the members of the board of directors.

C. The board of directors, including the first board of directors, shallconsist of one or more individuals. The number of directors shall be fixed bythe bylaws except as to the number of the first board of directors, whichshall be fixed by the articles of incorporation. The number of directors maybe increased or decreased from time to time by amendment of the bylaws,unless the articles of incorporation provide that a change in the number ofdirectors shall be made only by amendment of the articles of incorporation.In the absence of a bylaw fixing the number of directors, the number shall bethe same as that stated in the articles of incorporation.

(1970, c. 77; 1978, c. 828; 1982, c. 590; 1995, c. 322; 2006, c. 649; 2007,c. 629; 2009, c. 309; 2010, c. 532.)