CHAPTER 254

An Act to amend and reenact § 18.1-149 of the Code of Virginia, relating
to boards of directors of stock corporations. rH 553]

Approved April 1, 1968

Be it enacted by the General Assembly of Virginia:

1. That § 13.1-149 of the Code of Virginia be amended and reenacted
as follows:

§ 13.1-149. The business and affairs of a corporation shall be con-
ducted 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 stockholders. 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
stockholders * may be filled by the directors elected by the stockholders.
The stockholders 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.