13.1-860 - Removal of directors.
§ 13.1-860. Removal of directors.
A. The members may remove one or more directors with or without cause, unlessthe articles of incorporation provide that directors may be removed only withcause.
B. If a director is elected by a voting group of members, only the members ofthat voting group may participate in the vote to remove him.
C. If cumulative voting is authorized, a director may not be removed if thenumber of votes sufficient to elect him under cumulative voting is votedagainst his removal. If cumulative voting is not authorized, unless thearticles of incorporation require a greater vote, a director may be removedif the number of votes cast to remove him constitutes a majority of the votesentitled to be cast at an election of directors of the voting group or votinggroups by which the director was elected.
D. If a corporation has no members or no members with voting rights, adirector may be removed pursuant to procedures set forth in the articles ofincorporation or bylaws, and if none are provided, a director may be removedby such vote as would suffice for his election.
E. A director may be removed only at a meeting called for the purpose ofremoving him. The meeting notice shall state that the purpose or one of thepurposes of the meeting is removal of the director.
F. Upon the removal of a director, the corporation may file an amended annualreport with the Commission indicating the removal of the director and thesuccessor in office, if any.
(Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c.124; 2007, c. 925.)