13.1-677 - Terms of directors generally. - Virginia Statutes

§ 13.1-677. Terms of directors generally.

A. The terms of the initial directors of a corporation expire at the firstshareholders' meeting at which directors are elected, unless their terms arestaggered pursuant to § 13.1-678, in which case the term shall expire at theapplicable second or third annual shareholders' meeting.

B. The terms of all other directors expire at the next, or if the terms arestaggered in accordance with § 13.1-678, at the applicable second or third,annual shareholders' meeting following their election.

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

D. The term of a director elected by the board of directors to fill a vacancyexpires at the next shareholders' meeting at which directors are elected.

E. Despite the expiration of a director's term, the director continues toserve until the director's successor is elected and qualifies or until thereis a decrease in the number of directors, if any.

F. Notwithstanding the foregoing provisions, the terms of the directors of acorporation registered under the Investment Company Act of 1940 shall expireaccording to, and otherwise be governed by, the provisions of the InvestmentCompany Act of 1940.

(Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c. 662;1977, c. 123; 1982, c. 104; 1985, c. 522; 1990, c. 228; 2005, c. 765; 2007,c. 165.)