2006 Code of Virginia § 13.1-860 - Removal of directors

13.1-860. Removal of directors.

A. The members may remove one or more directors with or without cause, unlessthe articles of incorporation or bylaws provide that directors may be removedonly with cause.

B. If a director is elected by a voting group of members, only the members ofthat voting group may participate in the vote to remove him.

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, a director maybe removed only if the number of votes cast to remove him constitutes amajority of the votes entitled to be cast at an election of directors of thevoting group or voting groups by which the director was elected.

D. If a corporation has no members, a director may be removed pursuant toprocedures set forth in the articles of incorporation or bylaws, and if noneare provided, a director may be removed by such vote as would suffice for hiselection.

E. A director may be removed only at a meeting called for the purpose ofremoving him. The meeting notice shall state that the purpose, or one of thepurposes, of the meeting is removal of the director.

F. 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.

(Code 1950, 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c.124.)