2006 Code of Virginia § 13.1-675 - Number and election of directors

13.1-675. Number and election of directors.

A. A board of directors shall consist of one or more individuals, with thenumber specified in or fixed in accordance with the bylaws, or if notspecified in or fixed in accordance with the bylaws, with the numberspecified in or fixed in accordance with the articles of incorporation. Thenumber of directors may be increased or decreased from time to time byamendment to the bylaws, unless the articles of incorporation provide that achange in the number of directors shall be made only by amendment of thearticles of incorporation.

B. The shareholders may adopt a bylaw fixing the number of directors and maydirect that such bylaw not be amended by the board of directors. If a bylawstates a fixed number of directors and the board of directors has the rightto amend the bylaw, it may by amendment to the bylaw increase or decrease by30 percent or less the number of directors last elected by the shareholders,or, if the directors' terms are staggered pursuant to 13.1-678, the numberof directors of all classes immediately following the most recent election ofdirectors by the shareholders, but only the shareholders may increase ordecrease the number by more than 30 percent. The restrictions on the increaseor decrease in the number of directors set forth in this subsection shall notapply to a corporation registered as an open-end management investmentcompany registered under the Investment Company Act of 1940.

C. The articles of incorporation or bylaws may establish a variable range forthe size of the board of directors by fixing a minimum and maximum number ofdirectors. If a variable range is established, the number of directors may befixed or changed from time to time, within the minimum and maximum, by theshareholders or by the board of directors. After shares are issued, only theshareholders may change the range for the size of the board of directors orchange from a fixed to a variable-range size board or vice versa.

D. Directors are elected at the first annual shareholders' meeting and ateach annual meeting thereafter unless their terms are staggered under 13.1-678.

E. No individual shall be named or elected as a director without his priorconsent.

(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; 1991, c. 112; 2005, c. 765; 2006,c. 330.)