Code of Virginia § 13.1-674. Qualifications for directors or for nominees for director.

279 words·~1 min read·/va/title-13-1/chapter-9/13-1-674

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director.

B. A requirement that is based on a past, current, or prospective action, or on an expression of an opinion, by a nominee or director that

(i)relates to the discharge of a director's duties and

(ii)could limit the ability of the nominee or director to discharge his duties as a director is not a permissible qualification for a nominee or director under this section. Permissible qualifications for a nominee or director under this section include the person's not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

C. A director need not be a resident of the Commonwealth or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

D. A qualification for nomination for director that is prescribed before a person's nomination shall apply to the person at the time of his nomination. A qualification for nomination for director that is prescribed after a person's nomination shall not apply to that person with respect to such nomination.

E. A qualification for directors that is prescribed before a person's nomination for director may provide that it applies

(i)only at the start of the director's term or

(ii)during that person's term as director. A qualification for directors prescribed during a director's term shall not apply to that director prior to the end of that director's term.

Code 1950, § 13.1-35; 1956, c. 428; 1985, c. 522; 2012, c. 706 ; 2015, c. 611 ; 2019, c. 734 .