{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-860.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-860.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-860.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-860.html"}],"law_id":347049,"edition_id":2,"section_id":347049,"structure_id":49817,"section_number":"13.1-860","catch_line":"Removal of directors","history":"Code 1950, \u00a7 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c. 124; 2007, c. 925.","full_text":"A\n\nThe 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.\n\nB\n\nIf 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.\n\nC\n\nIf 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.\n\nD\n\nIf 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.\n\nE\n\nA 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.\n\nF\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":1294975,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1294976,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1294977,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":1294978,"text":"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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":1294979,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":1294980,"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":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":49817,"edition_id":2,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":9,"parent_id":49808,"metadata":{"child_laws":25,"child_structures":0},"date_created":"2026-08-02 02:15:57","date_modified":"2026-08-02 12:29:16","permalink":{"id":1375135,"object_type":"structure","relational_id":49817,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49808,"edition_id":2,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":13,"parent_id":49726,"metadata":{"child_laws":183,"child_structures":21},"date_created":"2026-08-02 02:15:48","date_modified":"2026-08-02 12:29:14","permalink":{"id":1374503,"object_type":"structure","relational_id":49808,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":347042,"structure_id":49817,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":347043,"structure_id":49817,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":347044,"structure_id":49817,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":347045,"structure_id":49817,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},{"id":347046,"structure_id":49817,"section_number":"13.1-857","catch_line":"Terms of directors generally","url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","metadata":false},{"id":347047,"structure_id":49817,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},{"id":347048,"structure_id":49817,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},{"id":347049,"structure_id":49817,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},{"id":347050,"structure_id":49817,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},{"id":347051,"structure_id":49817,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","url":"\/13.1-862\/","token":"13.1\/10\/8\/13.1-862","metadata":false},{"id":347052,"structure_id":49817,"section_number":"13.1-863","catch_line":"Compensation of directors","url":"\/13.1-863\/","token":"13.1\/10\/8\/13.1-863","metadata":false},{"id":347053,"structure_id":49817,"section_number":"13.1-864","catch_line":"Meetings of the board of directors","url":"\/13.1-864\/","token":"13.1\/10\/8\/13.1-864","metadata":false},{"id":347054,"structure_id":49817,"section_number":"13.1-865","catch_line":"Action without meeting of board of directors","url":"\/13.1-865\/","token":"13.1\/10\/8\/13.1-865","metadata":false},{"id":347055,"structure_id":49817,"section_number":"13.1-866","catch_line":"Notice of board of directors' meetings","url":"\/13.1-866\/","token":"13.1\/10\/8\/13.1-866","metadata":false},{"id":347056,"structure_id":49817,"section_number":"13.1-867","catch_line":"Waiver of notice by director","url":"\/13.1-867\/","token":"13.1\/10\/8\/13.1-867","metadata":false},{"id":347057,"structure_id":49817,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},{"id":347058,"structure_id":49817,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},{"id":347061,"structure_id":49817,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","metadata":false},{"id":347059,"structure_id":49817,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":347060,"structure_id":49817,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":347063,"structure_id":49817,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":347062,"structure_id":49817,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":347064,"structure_id":49817,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":347065,"structure_id":49817,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":347066,"structure_id":49817,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":347048,"structure_id":49817,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},"next_section":{"id":347050,"structure_id":49817,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-860\/","history_text":"<p>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 1987, chapter 177; in 1991, chapter 124; in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375165,"object_type":"law","relational_id":347049,"identifier":"13.1-860","token":"13.1\/10\/8\/13.1-860","url":"\/13.1-860\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","dublin_core":{"Title":"Removal of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-860","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> The <span class=\"dictionary\">members<\/span> may remove one or more <span class=\"dictionary\">directors<\/span> with or without cause, unless the <span class=\"dictionary\">articles of incorporation<\/span> provide that <span class=\"dictionary\">directors<\/span> may be removed only with cause. <a id=\"paragraph-1294975\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> If a <span class=\"dictionary\">director<\/span> is elected by a <span class=\"dictionary\">voting group<\/span> of <span class=\"dictionary\">members<\/span>, only the <span class=\"dictionary\">members<\/span> of that <span class=\"dictionary\">voting group<\/span> may participate in the vote to remove him. <a id=\"paragraph-1294976\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> If cumulative voting is authorized, a <span class=\"dictionary\">director<\/span> 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 <span class=\"dictionary\">articles of incorporation<\/span> require a greater vote, a <span class=\"dictionary\">director<\/span> 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 <span class=\"dictionary\">directors<\/span> of the <span class=\"dictionary\">voting group<\/span> or <span class=\"dictionary\">voting groups<\/span> by which the <span class=\"dictionary\">director<\/span> was elected. <a id=\"paragraph-1294977\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> If a <span class=\"dictionary\">corporation<\/span> has no <span class=\"dictionary\">members<\/span> or no <span class=\"dictionary\">members<\/span> with voting rights, a <span class=\"dictionary\">director<\/span> may be removed pursuant to procedures set forth in the <span class=\"dictionary\">articles of incorporation<\/span> or bylaws, and if none are provided, a <span class=\"dictionary\">director<\/span> may be removed by such vote as would suffice for his election. <a id=\"paragraph-1294978\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> A <span class=\"dictionary\">director<\/span> may be removed only at a meeting called for the purpose of removing him. The meeting notice shall <span class=\"dictionary\">state<\/span> that the purpose or one of the purposes of the meeting is removal of the <span class=\"dictionary\">director<\/span>. <a id=\"paragraph-1294979\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F\"><p><span class=\"prefix-number\">F.<\/span> Upon the removal of a <span class=\"dictionary\">director<\/span>, the <span class=\"dictionary\">corporation<\/span> may file an amended annual report with the <span class=\"dictionary\">Commission<\/span> indicating the removal of the <span class=\"dictionary\">director<\/span> and the successor in office, if any. <a id=\"paragraph-1294980\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-860\/#F\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nREMOVAL OF DIRECTORS (\u00a7 13.1-860)\n\nA. The members may remove one or more directors with or without cause, unless\nthe articles of incorporation provide that directors may be removed only with\ncause.\n\nB. If a director is elected by a voting group of members, only the members of\nthat voting group may participate in the vote to remove him.\n\nC. If cumulative voting is authorized, a director may not be removed if the\nnumber of votes sufficient to elect him under cumulative voting is voted against\nhis removal. If cumulative voting is not authorized, unless the articles of\nincorporation require a greater vote, a director may be removed if the number of\nvotes cast to remove him constitutes a majority of the votes entitled to be cast\nat an election of directors of the voting group or voting groups by which the\ndirector was elected.\n\nD. If a corporation has no members or no members with voting rights, a director\nmay be removed pursuant to procedures set forth in the articles of incorporation\nor bylaws, and if none are provided, a director may be removed by such vote as\nwould suffice for his election.\n\nE. A director may be removed only at a meeting called for the purpose of\nremoving him. The meeting notice shall state that the purpose or one of the\npurposes of the meeting is removal of the director.\n\nF. 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 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991,\nc. 124; 2007, c. 925.","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"}}