13.1-678 - Staggered terms for directors. - Virginia Statutes

§ 13.1-678. Staggered terms for directors.

A. The articles of incorporation may provide for staggering the terms ofdirectors by dividing the total number of directors into two or three groups,with each group containing one-half or one-third of the total, as near as maybe. In that event, the terms of directors in the first group expire at thefirst annual shareholders' meeting after their election, the terms of thesecond group expire at the second annual shareholders' meeting after theirelection, and the terms of the third group, if any, expire at the thirdannual shareholders' meeting after their election. At each annualshareholders' meeting held thereafter, directors shall be chosen for a termof two years or three years, as the case may be, to succeed those whose termsexpire.

B. If the articles of incorporation permit cumulative voting, any provisionestablishing staggered terms of directors shall provide that at least threedirectors shall be elected at each annual shareholders' meeting.

(Code 1950, § 13.1-37; 1956, c. 428; 1985, c. 522.)