Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
This section has more than one version with varying effective dates. Scroll down to see all versions.
§ 13.1-857. (Effective until January 1, 2027) Terms of directors generally.
A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year.
B. The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected, or if there are no members or the corporation's members do not have voting rights, at the end of such other period as may be specified in the articles of incorporation.
C. The terms of all other directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.
D. A decrease in the number of directors does not shorten an incumbent director's term.
E. The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.
F. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303; 2007, c. 925.
§ 13.1-857. (Effective January 1, 2027) Terms of directors generally.
A. Except for ex officio directors, the terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected unless their terms are staggered under § 13.1-858, in which case the term shall expire as provided for in the articles of incorporation or bylaws.
B. The terms of all other elected directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation or bylaws. In the absence of a provision in the articles of incorporation or bylaws fixing a term of office, the term of office for a director shall be one year.
C. A decrease in the number of directors does not shorten an incumbent director's term.
D. The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.
E. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any.
F. The articles of incorporation or bylaws may provide for ex officio directors who shall serve in such capacity, with such rights, subject to such limitations and for such term as is set forth in the articles of incorporation or bylaws. Unless the articles of incorporation or bylaws provide otherwise, an ex officio director shall be a voting director.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303; 2007, c. 925; 2026, cc. 393, 394.
