A. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected, unless their terms are staggered pursuant to § 13.1-678, in which case the term shall expire at the applicable second or third annual shareholders’ meeting.

B. The terms of all other directors expire at the next, or if the terms are staggered in accordance with § 13.1-678, at the applicable second or third, annual shareholders’ meeting following their election.

C. A decrease in the number of directors does not shorten an incumbent director’s term.

D. The term of a director elected by the board of directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.

E. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors, if any.

F. Notwithstanding the foregoing provisions, the terms of the directors of a corporation registered under the Investment Company Act of 1940 shall expire according to, and otherwise be governed by, the provisions of the Investment Company Act of 1940.

History

Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c. 662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1990, c. 228; 2005, c. 765; 2007, c. 165.