CHAPTER 87

An Act to amend and reenact § 18.1-86, of the Code of Virginia, relating
to the number of corporation directors required. :
[S 66]

Approved February 28, 1968

Be it enacted by the General Assembly of Virginia:
An That § 13.1-86 of the Code of Virginia be amended and reenacted as
ollows:
§ 18.1-36. Number and election of directors—The number of
directors of a corporation shall be not less than three except that in
cases where all the shares of a corporation are owned of record by
either one or two stockholders, the number of directors may be less than
three but not less than the number of stockholders. Subject to such limi-
tation, the number of directors shall be fixed by the by-laws, except as to
the number constituting the initial board of directors, which shall be fixed
by the articles of incorporation. The number of directors may be increased
or decreased from time to time by amendment to the by-laws, 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. No
decrease in number shall have the effect of shortening the term of any
incumbent director. In the absence of a by-law fixing the number of
directors, the number shall be that stated in the articles of incorporation.
The names and addresses of the members of the initial board of directors
shall be stated in the articles of incorporation. Such persons shall hold
office until the first election of directors. At or before the first annual
meeting of stockholders and at each annual meeting thereafter the stock-
holders shall elect directors to hold office until the next succeeding annual
meeting, except in case of the classification of directors as permitted by
this Act. Each director shall hold office for the term for which he is
elected and until his successor shall have been elected.