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.
§ 13.1-860. (Effective until January 1, 2027) Removal of directors.
A. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only with cause.
B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him.
C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, unless the articles of incorporation require a greater vote, a director may be removed if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.
D. If a corporation has no members or no members with voting rights, a director may be removed pursuant to procedures set forth in the articles of incorporation or bylaws, and if none are provided, a director may be removed by such vote as would suffice for his election.
E. A director may be removed only at a meeting called for the purpose of removing him. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.
F. Upon the removal of a director, the corporation may file an amended annual report with the Commission indicating the removal of the director and the successor in office, if any.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c. 124; 2007, c. 925.
§ 13.1-860. (Effective January 1, 2027) Removal of directors.
A. If the articles of incorporation or bylaws authorize the members to elect directors, the members may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only for cause.
B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him.
C. If cumulative voting in the election of directors is authorized by the articles of incorporation or bylaws, a director may not be removed if, in the case of a members' meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal. A director shall not be removed by action taken by less than unanimous consent if members with votes sufficient to elect the director under cumulative voting do not consent to removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation or bylaws, unless the articles of incorporation or bylaws require a greater vote, a director may be removed if the number of votes cast to remove such director constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.
D. If a corporation has no members or no members with voting rights, a director may be removed pursuant to procedures set forth in the articles of incorporation or bylaws, and if none are provided, a director may be removed by such vote as would suffice for his election.
E. A director may be removed by the members at a members' meeting if the meeting is called for the purpose of removing the director. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.
F. Upon the removal of a director, the corporation may file an amended annual report with the Commission indicating the removal of the director and the successor in office, if any.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c. 124; 2007, c. 925; 2026, cc. 393, 394.
