Virginia Law

The articles of incorporation or bylaws may prescribe qualifications for directors. Unless the articles of incorporation or bylaws so prescribe, a director need not be a resident of the Commonwealth or a member of the corporation.

Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925.

A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director. Unless the articles of incorporation or bylaws so prescribe, a nominee or director need not be a resident of the Commonwealth or a member of the corporation.

B. No requirement that is based on a past, current, or prospective action, or on an expression of an opinion, by a nominee or director that (i) relates to the discharge of a director's duties and (ii) could limit the ability of the nominee or director to discharge his duties as a director shall be a permissible qualification for a nominee or director under this section. Permissible qualifications for a nominee or director under this section include the person's not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

C. A qualification for nomination for director that is prescribed before a person's nomination shall apply to the person at the time of the nomination. A qualification for nomination as a director that is prescribed after a person's nomination shall not apply to that person with respect to such nomination.

D. A qualification for directors that is prescribed before a person's nomination for director may provide that it applies (i) only at the start of the director's term or (ii) during that person's term as director. A qualification for directors prescribed during a director's term shall not apply to that director prior to the end of that director's term.

Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.