13.1-682 - Vacancy on board of directors. - Virginia Statutes

§ 13.1-682. Vacancy on board of directors.

A. Unless the articles of incorporation provide otherwise, if a vacancyoccurs on the board of directors, including a vacancy resulting from anincrease in the number of directors:

1. The shareholders may fill the vacancy;

2. The board of directors may fill the vacancy; or

3. If the directors remaining in office constitute fewer than a quorum of theboard, they may fill the vacancy by the affirmative vote of a majority of thedirectors remaining in office.

B. Unless the articles of incorporation provide otherwise, if the vacantoffice was held by a director elected by a voting group of shareholders, onlythe shareholders of that voting group are entitled to vote to fill thevacancy if it is filled by the shareholders and only the directors elected bythat voting group are entitled to fill the vacancy if it is filled by theboard of directors.

C. A vacancy that will occur at a specific later date, by reason of aresignation effective at a later date under subsection B of § 13.1-679 orotherwise, may be filled before the vacancy occurs but the new director maynot take office until the vacancy occurs.

D. The corporation may file an amended annual report with the Commissionindicating the filling of a vacancy.

(Code 1950, § 13.1-38; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2007, c.165.)