77168213.1-855Virginia Decodedhttps://vacode.org2016CorporationsVirginia Nonstock Corporation ActDirectors And OfficersNumber and election of directorsCode 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925; 2010, c. 171.Stewart v. Lady950850465 S.E.2d 7821996-01-12https://www.courtlistener.com/opinion/1060198/stewart-v-lady/ . . . member of the board of directors." Code § 13.1-855(D) states in part, "[d]irectors shall be … he . . . <abbr title="Supreme Court of Virginia">SCV</abbr>Com. Ex Rel. Beales v. Joco Foundation011794558 S.E.2d 2802002-01-11https://www.courtlistener.com/opinion/1059393/com-ex-rel-beales-v-joco-foundation/ . . . that election of directors was governed by Code § 13.1-855(D) of the Act, and that the circuit . . . <abbr title="Supreme Court of Virginia">SCV</abbr>Brizzolara v. Sherwood Memorial Park, Inc.061496645 S.E.2d 5082007-06-08https://www.courtlistener.com/opinion/1058650/brizzolara-v-sherwood-memorial-park-inc/ . . . create a complete vacancy in the board. See Code § 13.1-855(A)(requiring a board of directors to . . . <abbr title="Supreme Court of Virginia">SCV</abbr>http://law.lis.virginia.gov/vacode/13.1-855/13.1-858Staggered terms of directors/13.1-858//13.1-855/13.1/10/8/13.1-85513.1-814.113.1-81938.2-421238.2-440638.2-440738.2-4508A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.sectionAA1The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors.sectionBB1The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.sectionCC1No individual shall be named or elected as a director without his prior consent.sectionEE1