2006 Code of Virginia § 13.1-680 - Removal of directors by shareholders

13.1-680. Removal of directors by shareholders.

A. The shareholders may remove one or more directors with or without cause,unless the articles of incorporation provide that directors may be removedonly with cause.

B. If a director is elected by a voting group of shareholders, only theshareholders of that voting group may participate in the vote to remove thedirector.

C. If cumulative voting is authorized, a director may not be removed if thenumber of votes sufficient to elect him under cumulative voting is votedagainst his removal. If cumulative voting is not authorized, unless thearticles of incorporation require a greater vote, a director may be removedif the number of votes cast to remove him constitutes a majority of the votesentitled to be cast at an election of directors of the voting group or votinggroups by which the director was elected.

D. A director may be removed by the shareholders only at a meeting called forthe purpose of removing the director. The meeting notice shall state that thepurpose, or one of the purposes of the meeting, is removal of the director.

E. Upon the removal of a director, the corporation may file an amended annualreport with the Commission indicating the removal of the director and thesuccessor in office, if any.

(Code 1950, 13-205, 13.1-42; 1956, c. 428; 1985, c. 522; 1991, c. 124;2005, c. 765.)