Virginia § 13.1-677 - Terms of directors generally
Full text of Virginia Code of Virginia § 13.1-677 — Terms of directors generally, with citation guidance and answers to common questions.
§ 13.1-677. Terms of directors generally
A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected, unless their terms are staggered pursuant to § 13.1-678, in which case the term shall expire at the applicable second or third annual shareholders' meeting.
B. The terms of all other directors expire at the next, or if the terms are staggered pursuant to § 13.1-678, at the applicable second or third annual shareholders' meeting following their election, except to the extent a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
C. A decrease in the number of directors does not shorten an incumbent director's term.
D. The term of a director elected by the board of directors to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
E. Except to the extent otherwise provided in the articles of incorporation, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.
F. Notwithstanding the foregoing provisions, the terms of the directors of a corporation registered under the federal Investment Company Act of 1940 shall expire according to, and otherwise be governed by, the provisions of the federal Investment Company Act of 1940.
Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c. 662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1990, c. 228; 2005, c. 765; 2007, c. 165; 2019, c. 734.
Source: official Virginia text · Last verified 2026-08-27
Frequently Asked Questions About Virginia § 13.1-677
What does Code of Virginia § 13.1-677 cover?
Section 13.1-677 ("Terms of directors generally") is part of the Code of Virginia, the codified statutory law of Virginia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Virginia § 13.1-677?
A common citation format is "Code of Virginia § 13.1-677" (Virginia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Virginia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Virginia official source linked on this page or consult a licensed Virginia attorney.
How does Virginia § 13.1-677 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Virginia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Virginia.