{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-874.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-874.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-874.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-874.html"}],"law_id":347066,"edition_id":2,"section_id":347066,"structure_id":49817,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","history":"Code 1950, \u00a7 13.1-227; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991, c. 124; 2007, c. 925.","full_text":"A\n\nAn officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the corporation may fill the pending vacancy before the effective time if the successor does not take office until the effective time.\n\nB\n\nA board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation. An officer’s removal does not affect such officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.\n\nC\n\nAny person who has resigned as an officer of a corporation, or whose name is incorrectly on file with the Commission as an officer of a corporation, may file a statement to that effect with the Commission.\n\nD\n\nUpon the resignation or removal of an officer, the corporation may file an amended annual report with the Commission indicating the resignation or removal of the officer and the successor in office, if any.\n\n","order_by":null,"text":{"0":{"id":1295059,"text":"An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the corporation may fill the pending vacancy before the effective time if the successor does not take office until the effective time.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1295060,"text":"A board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation. An officer’s removal does not affect such officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1295061,"text":"Any person who has resigned as an officer of a corporation, or whose name is incorrectly on file with the Commission as an officer of a corporation, may file a statement to that effect with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":1295062,"text":"Upon the resignation or removal of an officer, the corporation may file an amended annual report with the Commission indicating the resignation or removal of the officer and the successor in office, if any.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-874\/","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 1990, chapter 282; in 1991, chapter 124; in 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375233,"object_type":"law","relational_id":347066,"identifier":"13.1-874","token":"13.1\/10\/8\/13.1-874","url":"\/13.1-874\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","dublin_core":{"Title":"Resignation and removal of officers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-874","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An officer may resign at any time by delivering notice to the corporation<\/span>. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the corporation<\/span> may fill the pending vacancy before the effective time if the successor does not take office until the effective time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A board of directors<\/span> may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Election or appointment of an officer shall not of itself create any contract<\/span> rights in the officer or the corporation<\/span>. An officer’s removal does not affect such officer’s contract<\/span> rights, if any, with the corporation<\/span>. An officer’s resignation does not affect the corporation<\/span>’s contract<\/span> rights, if any, with the officer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any person<\/span> who has resigned as an officer of a corporation<\/span>, or whose name is incorrectly on file with the Commission<\/span> as an officer of a corporation<\/span>, may file a statement to that effect with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Upon the resignation or removal of an officer, the corporation<\/span> may file an amended annual report with the Commission<\/span> indicating the resignation or removal of the officer and the successor in office, if any. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESIGNATION AND REMOVAL OF OFFICERS (\u00a7 13.1-874)\n\nA. An officer may resign at any time by delivering notice to the corporation. A\nresignation is effective when the notice is delivered unless the notice\nspecifies a later effective time. If a resignation is made effective at a later\ntime, the corporation may fill the pending vacancy before the effective time if\nthe successor does not take office until the effective time.\n\nB. A board of directors may remove any officer at any time with or without cause\nand any officer or assistant officer, if appointed by another officer, may\nlikewise be removed by such officer. Election or appointment of an officer shall\nnot of itself create any contract rights in the officer or the corporation. An\nofficer’s removal does not affect such officer’s contract rights, if\nany, with the corporation. An officer’s resignation does not affect the\ncorporation’s contract rights, if any, with the officer.\n\nC. Any person who has resigned as an officer of a corporation, or whose name is\nincorrectly on file with the Commission as an officer of a corporation, may file\na statement to that effect with the Commission.\n\nD. Upon the resignation or removal of an officer, the corporation may file an\namended annual report with the Commission indicating the resignation or removal\nof the officer and the successor in office, if any.\n\nHISTORY: Code 1950, \u00a7 13.1-227; 1956, c. 428; 1985, c. 522; 1990, c. 282; 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"}}