2006 Code of Virginia § 13.1-855 - Number and election of directors

13.1-855. 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 members 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 thenumber of directors, but to the extent that the corporation has members withvoting privileges only the members may increase or decrease by more thanthirty percent the number of directors last elected by the members.

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 themembers or the board of directors. However, to the extent that thecorporation has members with voting privileges, only the members may changethe range for the size of the board of directors or change from a fixed to avariable-range size board or vice versa.

D. Directors shall be elected or appointed in the manner provided in thearticles of incorporation. If the corporation has members with votingprivileges, directors shall be elected at the first annual members' meetingand at each annual meeting thereafter unless their terms are staggered under 13.1-858.

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

(Code 1950, 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522.)