The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of a director elected by the members may be filled by the directors elected by the members and any vacancy in the office of director elected by the shareholders may be filled by the directors elected by the shareholders. The shareholders and members or the directors may by bylaw provide that a quorum of the board of directors for the purpose of transaction of business shall consist of a stated number or percentage of the directors less than a majority of the number of directors fixed by the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed.
Code 1950, § 13.1-149; 1960, c. 80; 1968, c. 254; 1985, c. 522.
Structure Code of Virginia
Chapter 11 - Industrial Development Corporations
§ 13.1-985. Governor to approve articles of incorporation
§ 13.1-986. How funds may be derived
§ 13.1-987. Restrictions on powers of corporation
§ 13.1-988. Acquisition, transfer, etc., of securities and shares of corporation
§ 13.1-989. Membership in corporation; loans from members
§ 13.1-990. Shares and shareholders
§ 13.1-992. Executive committee
§ 13.1-993. Restrictions on amendments to articles of incorporation
§ 13.1-995. Members to have rights of shareholders
§ 13.1-996. Corporation not authorized to receive money on deposit; deposit of funds of corporation