Virginia § 13.1-680 - Removal of directors by shareholders
Full text of Virginia Code of Virginia § 13.1-680 — Removal of directors by shareholders, with citation guidance and answers to common questions.
§ 13.1-680. Removal of directors by shareholders
A. The shareholders may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only for cause.
B. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.
C. If cumulative voting in the election of directors is authorized by the articles of incorporation, a director may not be removed if, in the case of a shareholders' meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal and, if action is taken by less than unanimous consent, voting shares entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation, unless the articles of incorporation or bylaws require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.
D. A director may be removed by the shareholders at a shareholders' meeting if the meeting is called for the purpose of removing the director. The meeting notice shall state that the purpose, or one of the purposes of the meeting, is removal of the director.
E. Upon the removal of a director, the corporation may file an amended annual report with the Commission indicating the removal of the director and the successor in office, if any.
Code 1950, §§ 13-205, 13.1-42; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2005, c. 765; 2019, c. 734.
Source: official Virginia text · Last verified 2026-08-27
Frequently Asked Questions About Virginia § 13.1-680
What does Code of Virginia § 13.1-680 cover?
Section 13.1-680 ("Removal of directors by shareholders") 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 § 13.1-680?
A common citation format is "Code of Virginia § 13.1-680" (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 § 13.1-680 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.