{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-680.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-680.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-680.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-680.html"}],"law_id":346818,"edition_id":2,"section_id":346818,"structure_id":49791,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","history":"Code 1950, \u00a7\u00a7 13-205, 13.1-42; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nThe shareholders may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only for cause.\n\nB\n\nIf a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.\n\nC\n\nIf cumulative voting in the election of directors is authorized by the articles of incorporation, a director may not be removed if, in the case of a shareholders’ meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal and, if action is taken by less than unanimous consent, voting shares entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation, unless the articles of incorporation or bylaws require a greater vote, a director may be removed if the number of votes cast to remove the 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.\n\nD\n\nA director may be removed by the shareholders at a shareholders’ 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.\n\nE\n\nUpon 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.\n\n","order_by":null,"text":{"0":{"id":1293536,"text":"The shareholders may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only for cause.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1293537,"text":"If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1293538,"text":"If cumulative voting in the election of directors is authorized by the articles of incorporation, a director may not be removed if, in the case of a shareholders’ meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal and, if action is taken by less than unanimous consent, voting shares entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation, unless the articles of incorporation or bylaws require a greater vote, a director may be removed if the number of votes cast to remove the 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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":1293539,"text":"A director may be removed by the shareholders at a shareholders’ 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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":1293540,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":49791,"edition_id":2,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":11,"parent_id":49780,"metadata":{"child_laws":27,"child_structures":0},"date_created":"2026-08-02 02:15:20","date_modified":"2026-08-02 12:29:11","permalink":{"id":1378171,"object_type":"structure","relational_id":49791,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346811,"structure_id":49791,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-673\/","token":"13.1\/9\/9\/13.1-673","metadata":false},{"id":346812,"structure_id":49791,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":{"court_decisions":""}},{"id":346813,"structure_id":49791,"section_number":"13.1-675","catch_line":"Number and election of directors","url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","metadata":{"court_decisions":{"0":{"name":"In Re Old Grind Co., Inc.","case_number":"19-70170","citation":"99 B.R. 317","date":"1989-05-25","url":"https:\/\/www.courtlistener.com\/opinion\/2012268\/in-re-old-grind-co-inc\/","abstract":" .\u202f.\u202f. 99 B.R. 317 (1989) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, W.D. Virginia"}}}},{"id":346814,"structure_id":49791,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":{"court_decisions":""}},{"id":346815,"structure_id":49791,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":346816,"structure_id":49791,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":346817,"structure_id":49791,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":346818,"structure_id":49791,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":{"court_decisions":""}},{"id":346820,"structure_id":49791,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},{"id":346819,"structure_id":49791,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","url":"\/13.1-681.1\/","token":"13.1\/9\/9\/13.1-681.1","metadata":false},{"id":346821,"structure_id":49791,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","url":"\/13.1-682\/","token":"13.1\/9\/9\/13.1-682","metadata":false},{"id":346822,"structure_id":49791,"section_number":"13.1-683","catch_line":"Compensation of directors","url":"\/13.1-683\/","token":"13.1\/9\/9\/13.1-683","metadata":false},{"id":346823,"structure_id":49791,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","url":"\/13.1-684\/","token":"13.1\/9\/9\/13.1-684","metadata":{"court_decisions":""}},{"id":346824,"structure_id":49791,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","metadata":false},{"id":346825,"structure_id":49791,"section_number":"13.1-686","catch_line":"Notice of board of directors' meetings","url":"\/13.1-686\/","token":"13.1\/9\/9\/13.1-686","metadata":false},{"id":346826,"structure_id":49791,"section_number":"13.1-687","catch_line":"Waiver of notice by director","url":"\/13.1-687\/","token":"13.1\/9\/9\/13.1-687","metadata":false},{"id":346827,"structure_id":49791,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":346828,"structure_id":49791,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":346830,"structure_id":49791,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":{"court_decisions":{"0":{"name":" .\u202f.\u202f. Richmond A. Dellastatious, and Frank Romano v. Donald F. .\u202f.\u202f. ","case_number":"00-1577","citation":"242 F.3d 191","date":"2001-02-22","url":"https:\/\/www.courtlistener.com\/opinion\/772338\/richmond-a-dellastatious-and-frank-romano-v-donald-f-williams-ray\/","abstract":" .\u202f.\u202f. 242 F.3d 191 (4th Cir. 2001) .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"1":{"name":"Dellastatious v. Williams","case_number":"00-1577, 00-1595","citation":"242 F.3d 191","date":"2001-02-22","url":"https:\/\/www.courtlistener.com\/opinion\/2967340\/dellastatious-v-williams\/","abstract":" .\u202f.\u202f. OPINION .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"2":{"name":"Remora Investments, L.L.C. v. Orr","case_number":"Record 080313.","citation":"673 S.E.2d 845","date":"2009-02-27","url":"https:\/\/www.courtlistener.com\/opinion\/1058372\/remora-investments-llc-v-orr\/","abstract":" .\u202f.\u202f. 673 S.E.2d 845 (2009) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"3":{"name":"Willard v. Moneta Building Supply, Inc.","case_number":"Record 981836","citation":"515 S.E.2d 277","date":"1999-06-11","url":"https:\/\/www.courtlistener.com\/opinion\/1059739\/willard-v-moneta-building-supply-inc\/","abstract":" .\u202f.\u202f. JUSTICE KOONTZ, with whom JUSTICE HASSELL .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"4":{"name":"Wlr Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. No. 94-0012-H","citation":"155 F.R.D. 136","date":"1994-04-25","url":"https:\/\/www.courtlistener.com\/opinion\/9045584\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"District Court, W.D. Virginia"},"5":{"name":"Berman v. Physical Medicine Associates, Ltd.","case_number":"99-1043","citation":"225 F.3d 429","date":"2000-08-23","url":"https:\/\/www.courtlistener.com\/opinion\/2967261\/berman-v-physical-medicine-associates-ltd\/","abstract":" .\u202f.\u202f. Affirmed by published opinion. Judge NIEMEYER wrote the opinion, in which Judge MICHAEL and Judge .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"6":{"name":"Matson v. Alpert (In re LandAmerica Financial Group, Inc.)","case_number":"Bankruptcy No. 08-35994; Adversary No. 11-03168","citation":"470 B.R. 759","date":"2012-03-01","url":"https:\/\/www.courtlistener.com\/opinion\/8522215\/matson-v-alpert-in-re-landamerica-financial-group-inc\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"7":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"857 F. Supp. 492","date":"1994-06-01","url":"https:\/\/www.courtlistener.com\/opinion\/2008780\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. 857 F.Supp. 492 (1994) .\u202f.\u202f. ","court_html":"District Court, W.D. Virginia"},"8":{"name":"Simmons v. Miller","case_number":"Record 000785","citation":"544 S.E.2d 666","date":"2001-04-20","url":"https:\/\/www.courtlistener.com\/opinion\/1059483\/simmons-v-miller\/","abstract":" .\u202f.\u202f. 544 S.E.2d 666 (2001) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"9":{"name":"Commonwealth Transportation Commissioner v. Matyiko","case_number":"Record 960433","citation":"481 S.E.2d 468","date":"1997-01-10","url":"https:\/\/www.courtlistener.com\/opinion\/1060097\/commonwealth-transportation-commissioner-v-matyiko\/","abstract":" .\u202f.\u202f. 481 S.E.2d 468 (1997) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"}}}},{"id":346829,"structure_id":49791,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},{"id":346832,"structure_id":49791,"section_number":"13.1-691","catch_line":"Director conflict of interests","url":"\/13.1-691\/","token":"13.1\/9\/9\/13.1-691","metadata":false},{"id":346831,"structure_id":49791,"section_number":"13.1-691.1","catch_line":"Business opportunities","url":"\/13.1-691.1\/","token":"13.1\/9\/9\/13.1-691.1","metadata":false},{"id":346834,"structure_id":49791,"section_number":"13.1-692","catch_line":"Liability for unlawful distributions","url":"\/13.1-692\/","token":"13.1\/9\/9\/13.1-692","metadata":false},{"id":346833,"structure_id":49791,"section_number":"13.1-692.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-692.1\/","token":"13.1\/9\/9\/13.1-692.1","metadata":{"court_decisions":{"0":{"name":"Nos. 91-1873, 91-1874","case_number":"332","citation":"979 F.2d 332","date":"1993-04-07","url":"https:\/\/www.courtlistener.com\/opinion\/594712\/nos-91-1873-91-1874\/","abstract":" .\u202f.\u202f. 979 F.2d 332 .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"1":{"name":"Sandberg v. Virginia Bankshares, Inc.","case_number":"Nos. 91-1873, 91-1874","citation":"979 F.2d 332","date":"1992-10-21","url":"https:\/\/www.courtlistener.com\/opinion\/9012782\/sandberg-v-virginia-bankshares-inc\/","abstract":" .\u202f.\u202f. OPINION .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"2":{"name":"Sandberg v. Virginia Bankshares, Inc.","case_number":"Nos. 88-2658 to 88-2660, 88-2662 to 88-2664, 89-2903, 89-2904","citation":"891 F.2d 1112","date":"1989-12-15","url":"https:\/\/www.courtlistener.com\/opinion\/8984088\/sandberg-v-virginia-bankshares-inc\/","abstract":" .\u202f.\u202f. K.K. HALL, Circuit Judge: .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"3":{"name":"Matson v. Alpert (In re LandAmerica Financial Group, Inc.)","case_number":"Bankruptcy No. 08-35994; Adversary No. 11-03168","citation":"470 B.R. 759","date":"2012-03-01","url":"https:\/\/www.courtlistener.com\/opinion\/8522215\/matson-v-alpert-in-re-landamerica-financial-group-inc\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"4":{"name":"Commonwealth Transportation Commissioner v. Matyiko","case_number":"Record 960433","citation":"481 S.E.2d 468","date":"1997-01-10","url":"https:\/\/www.courtlistener.com\/opinion\/1060097\/commonwealth-transportation-commissioner-v-matyiko\/","abstract":" .\u202f.\u202f. 481 S.E.2d 468 (1997) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"}}}},{"id":346835,"structure_id":49791,"section_number":"13.1-693","catch_line":"Required officers","url":"\/13.1-693\/","token":"13.1\/9\/9\/13.1-693","metadata":false},{"id":346836,"structure_id":49791,"section_number":"13.1-694","catch_line":"Duties of officers","url":"\/13.1-694\/","token":"13.1\/9\/9\/13.1-694","metadata":false},{"id":346837,"structure_id":49791,"section_number":"13.1-695","catch_line":"Resignation and removal of officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":{"court_decisions":""}}],"previous_section":{"id":346817,"structure_id":49791,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},"next_section":{"id":346820,"structure_id":49791,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},"metadata":{"court_decisions":""},"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-680\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1985, chapter 522; in 1991, chapter 124; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1378201,"object_type":"law","relational_id":346818,"identifier":"13.1-680","token":"13.1\/9\/9\/13.1-680","url":"\/13.1-680\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","dublin_core":{"Title":"Removal of directors by shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-680","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The shareholders<\/span> may remove one or more directors with or without cause, unless the articles of incorporation<\/span> provide that directors may be removed only for cause. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a director is elected by a voting group<\/span> of shareholders<\/span>, only the shareholders<\/span> of that voting group<\/span> may participate in the vote to remove the director. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If cumulative voting in the election of directors is authorized by the articles of incorporation<\/span>, a director may not be removed if, in the case of a shareholders<\/span>’ meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal and, if action is taken by less than unanimous consent, voting shares<\/span> entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation<\/span>, unless the articles of incorporation<\/span> or bylaws require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors of the voting group<\/span> or voting groups<\/span> by which the director was elected. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A director may be removed by the shareholders<\/span> at a shareholders<\/span>’ meeting if the meeting is called for the purpose of removing the director. The meeting notice shall state<\/span> that the purpose, or one of the purposes of the meeting, is removal of the director. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Upon the removal of a director, the corporation<\/span> may file an amended annual report with the Commission<\/span> indicating the removal of the director and the successor in office, if any. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREMOVAL OF DIRECTORS BY SHAREHOLDERS (\u00a7 13.1-680)\n\nA. The shareholders may remove one or more directors with or without cause,\nunless the articles of incorporation provide that directors may be removed only\nfor cause.\n\nB. If a director is elected by a voting group of shareholders, only the\nshareholders of that voting group may participate in the vote to remove the\ndirector.\n\nC. If cumulative voting in the election of directors is authorized by the\narticles of incorporation, a director may not be removed if, in the case of a\nshareholders’ meeting, the number of votes sufficient to elect him under\ncumulative voting is voted against his removal and, if action is taken by less\nthan unanimous consent, voting shares entitled to the number of votes sufficient\nto elect the director under cumulative voting do not consent to the removal. If\ncumulative voting in the election of directors is not authorized by the articles\nof incorporation, unless the articles of incorporation or bylaws require a\ngreater vote, a director may be removed if the number of votes cast to remove\nthe director constitutes a majority of the votes entitled to be cast at an\nelection of directors of the voting group or voting groups by which the director\nwas elected.\n\nD. A director may be removed by the shareholders at a shareholders’\nmeeting if the meeting is called for the purpose of removing the director. The\nmeeting notice shall state that the purpose, or one of the purposes of the\nmeeting, is removal of the director.\n\nE. Upon the removal of a director, the corporation may file an amended annual\nreport with the Commission indicating the removal of the director and the\nsuccessor in office, if any.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-205, 13.1-42; 1956, c. 428; 1985, c. 522; 1991, c.\n124; 2005, c. 765; 2019, c. 734.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}