Can a Virginia school board, by majority vote, remove its chairman or vice-chairman from that position partway through their one-year term?

Subject

A school board does not have the authority to remove its chairman or vice-chairman from that position prior to the expiration of the one-year term set forth in Code § 22.1-76.

Plain-English summary

Delegate Cordoza asked whether a Virginia school board could vote to remove its chairman or vice-chairman before the chairman's one-year term ended. The Code at § 22.1-76 requires that "[t]he term of the chairman, clerk and any vice-chairman and deputy clerk shall be one year." The AG read that as mandatory.

The AG's reasoning rests on a Dillon-Rule corollary for school boards. School boards are quasi-corporations that have only powers expressly granted, fairly implied, or essential. § 22.1-76 specifies a one-year term and does not grant the board any power to terminate that term early. The statute's use of "shall" signals mandatory intent. Without specific statutory authority, the board cannot create a mid-term removal mechanism on its own. If a chairman dies, resigns, or is removed from the school board as a member (under §§ 24.2-230 to 24.2-238), the board can name a successor for the remainder of the term, but it cannot remove a sitting chair simply because it has lost confidence in their leadership.

The board's general bylaws-and-regulations authority at § 22.1-78 does not save the day. § 22.1-78 explicitly requires that bylaws "not [be] inconsistent with state statutes," and a removal mechanism conflicts with § 22.1-76's fixed term.

The opinion does not address removal of a member from the school board itself (governed by §§ 24.2-230 to 24.2-238). It is only about removal from the chair role.

What this means for you

For Virginia school boards and school attorneys

You cannot adopt a bylaw or pass a resolution that purports to remove the chairman or vice-chairman before the one-year term expires. Any existing local bylaw with that effect is unenforceable as inconsistent with § 22.1-76. If you have lost confidence in your chairman, the practical options are: wait until the next annual organizational meeting (July or January depending on division) and elect someone new, or seek removal of the chair from the school board itself under §§ 24.2-230 to 24.2-238 (if grounds exist), at which point the role becomes vacant and the board can fill it for the unexpired term.

For school board chairmen and vice-chairmen

You have a vested one-year term. The board cannot remove you mid-term from the chair role for political or personal reasons. You can still be removed from the board itself through the statutory procedures in §§ 24.2-230 to 24.2-238 (which generally require malfeasance, neglect of duty, or misuse of office and are court-driven). Resignation from the chair is also possible if you choose to step down voluntarily.

For Prince William County

Note that § 22.1-57.3:3 carves Prince William County out of § 22.1-76. The opinion does not address how Prince William County selects and terms its chair; their charter or local statute controls.

For parents and citizens

If you are unhappy with a sitting school board chair, the next annual organizational meeting is your window for change. The board votes on its own chair from among its members.

Common questions

When does the annual organizational meeting happen?

Under § 22.1-72, in January or July depending on the division. For divisions where the school board serves a county constituting a school division and members are solely appointed, July. Otherwise, January.

What if the chair resigns or dies mid-term?

Footnote 13 of the opinion notes: "Should a vacancy occur due to death, resignation, or removal of the chair or vice-chair from the school board, however, the board would be able to name a new chair to fill the remainder of the term." So the natural successors for mid-term vacancies, not for political removals.

Is there a removal procedure for the school board member underneath?

Yes. §§ 24.2-230 to 24.2-238 set out the removal process for elected and appointed officers in Virginia, including school board members. Those typically require court action and findings of misconduct, neglect of duty, or misuse of office. They are not a vehicle for routine political disagreement.

Why doesn't § 22.1-78 help?

§ 22.1-78 lets boards adopt bylaws and regulations "for [their] own government." But the same statute requires those bylaws not to conflict with state statutes. A bylaw allowing mid-term chair removal conflicts with § 22.1-76's mandatory one-year term, so it is invalid.

Does the appointing authority have removal power under § 24.2-230?

§ 24.2-230 generally lets appointing bodies remove officers they appoint, unless the officer is appointed to a term established by law and the appointing person is not given the unqualified power of removal. Since § 22.1-76 sets the chair term and does not grant unqualified removal power, this default rule does not authorize chair removal.

Can the board strip the chair of authority while leaving them in the title?

The opinion does not address this directly. Practically, the board controls the agenda, the rules of order, and parliamentary mechanics through majority votes. But the chair's statutory and bylaw-derived authorities cannot be removed by a vote if those would amount to constructive removal in conflict with § 22.1-76.

Background and statutory framework

The framework:

• Va. Const. art. VIII, § 7: school boards supervise schools, selected as provided by law.
• § 22.1-72: annual organizational meeting.
• § 22.1-76: at the organizational meeting, the board elects a chair (and optionally a vice-chair, clerk, deputy clerk); their term is one year.
• § 22.1-78: school boards may adopt bylaws "for [their] own government" but not in conflict with state statutes or Board of Education regulations.
• §§ 24.2-230 to 24.2-238: removal of officers, generally requiring court action.

Virginia's Dillon-Rule corollary for school boards comes from Sch. Bd. of Amherst County v. Burley (1983) and is reaffirmed in Payne v. Fairfax County School Board (2014). School boards have only "those powers that are expressly granted, those necessarily or fairly implied from expressly granted powers, and those that are essential and indispensable."

The use of "shall" is mandatory unless the legislature shows contrary intent: Andrews v. Shepard, 201 Va. 412 (1959); Schmidt v. City of Richmond, 206 Va. 211 (1965); Crawford v. Commonwealth, 23 Va. App. 661 (1996).

Citations

• Va. Const. art. VIII, § 7 (school board supervision)
• Va. Code Ann. § 2.2-505 (advisory opinion authority)
• Va. Code Ann. § 22.1-57.3:3 (Prince William County exception)
• Va. Code Ann. § 22.1-72 (annual organizational meeting)
• Va. Code Ann. § 22.1-76 (one-year term)
• Va. Code Ann. § 22.1-78 (bylaws and regulations)
• Va. Code Ann. § 24.2-230 (removal of officers generally)
• Va. Code Ann. §§ 24.2-230 to 24.2-238 (officer removal procedures)
• Kellam v. Sch. Bd., 202 Va. 252 (1960)
• Sch. Bd. of Amherst Cnty. v. Burley, 225 Va. 376 (1983)
• Commonwealth v. Arlington Cnty. Bd., 217 Va. 558 (1977)
• Payne v. Fairfax Cnty. Sch. Bd., 288 Va. 432 (2014)
• Bd. of Zoning Appeals v. Bd. of Supvrs., 276 Va. 550 (2008)
• Andrews v. Shepard, 201 Va. 412 (1959)
• Schmidt v. City of Richmond, 206 Va. 211 (1965)
• Crawford v. Commonwealth, 23 Va. App. 661 (1996)
• 1976-77, 1965-66, 2007 Op. Va. Att'y Gen.

Source

• Landing page: https://www.oag.state.va.us/annual-reports-opinions/official-opinions
• Original PDF: https://www.oag.state.va.us/files/Opinions/2025/25-003-Cordoza-Issued.pdf

Original opinion text

COMMONWEALTH of VIRGINIA
Office of the Attorney General
Jason S. Miyares
Attorney General
February 5, 2025

The Honorable A.C. Cordoza
Member, Virginia House of Delegates
General Assembly Building, Room 719
201 North 9th Street
Richmond, Virginia 23219

Dear Delegate Cordoza:

I am responding to your request for an official advisory opinion in accordance with § 2.2-505 of the Code of Virginia.

Issue Presented

You ask whether a school board, upon majority vote, may remove a school board chairman or vice-chairman from their respective chair positions prior to the expiration of the one-year term set forth in Code § 22.1-76.[1]

Applicable Law and Discussion

The Constitution of Virginia provides that "[t]he supervision of schools in each school division shall be vested in a school board, to be composed of members selected in the manner, for the term, possessing the qualifications, and to the number provided by law."[2] School boards are "public quasi corporations that exercise limited powers and functions of a public nature granted to them expressly or by necessary implication."[3] A "school board may exercise only the power granted it by the General Assembly."[4] School boards are thus subject to a corollary of the Dillon Rule, whereby they "have only those powers that are expressly granted, those necessarily or fairly implied from expressly granted powers, and those that are essential and indispensable."[5]

As enacted by the General Assembly, provisions contained in Chapter 5 of Title 22.1 of the Code of Virginia establish the manner of selection, qualifications, and salaries of school board members, and provisions in Chapter 7 set forth school boards' general powers and duties. The statute about which you inquire, Code § 22.1-76, addresses board leadership.

School boards hold annual organizational meetings in either January or July of each year.[6] Code § 22.1-76 directs that, at such meeting, "each school board shall elect one of its members as chairman . . . and on recommendation of the division superintendent shall appoint a clerk of the school board."[7] In addition, "[t]he school board may also elect one of its members as vice-chairman and may appoint a deputy clerk who shall be empowered to act in all matters in case of the absence or inability to act of the chairman or clerk, respectively . . . ."[8] Section 22.1-76 explicitly further provides that "[t]he term of the chairman, clerk and any vice-chairman and deputy clerk shall be one year."[9]

"When a statute is expressed in plain and unambiguous terms, whether general or limited, it is assumed that the General Assembly means what it plainly has expressed, and no room is left for construction."[10] The plain language of § 22.1-76 makes clear that once a year, every year, each school board in Virginia must elect one of its members as chairman and appoint a clerk of the school board and also may select a vice-chairman and deputy clerk. Indeed, the word "shall" in a statute typically is construed as mandatory absent any manifestation of contrary intent by the legislature.[11]

The use of the word "shall" in establishing the terms of office under § 22.1-76 demonstrates that the General Assembly intended that the provision designating a one-year term be mandatory, rather than permissive or directive.[12] I find no indication of contrary intent; neither this statute nor any other confers any authority upon a school board to modify that term or to make interim replacements sua sponte.[13] Section 22.1-76 thus expressly fixes the term of the chairman, clerk and any vice-chairman and deputy clerk firmly at one year, with replacements to be chosen at the next annual meeting. I therefore conclude that a school board does not have the power to remove its chairman from that position prior to the expiration of the one-year term established under § 22.1-76.[14]

Conclusion

Accordingly, it is my opinion that a school board does not have the authority to remove its chairman or vice-chairman from that position prior to the expiration of the one-year term required by the relevant statute.

With kindest regards, I am,
Very truly yours,

Jason S. Miyares
Attorney General

1. This Opinion addresses only removal from the chairmanship and vice-chairmanship; it does not address removal of a school board member from the school board, which is governed by Code §§ 24.2-230 to -238.

2. VA. CONST. art. VIII, § 7.

3. See Kellam v. Sch. Bd., 202 Va. 252, 254 (1960).

4. See Sch. Bd. of Amherst Cnty. v. Burley, 225 Va. 376, 378 (1983) (citing Commonwealth v. Arlington Cnty. Bd., 217 Va. 558 (1977)).

5. See Payne v. Fairfax Cnty. Sch. Bd., 288 Va. 432, 437 (2014) (quoting Bd. of Zoning Appeals v. Bd. of Supvrs., 276 Va. 550, 553-54 (2008)).

6. VA. CODE ANN. § 22.1-72 (2021). The annual meeting is held "in July, if the school board serves a county constituting a school division and its members are solely appointed[.]" Id.

7. Section 22.1-76(A) (2021). This statute does not apply to Prince William County. See § 22.1-57.3:3 (2021).

8. Id.

9. Id.

10. 2009 Op. Va. Att'y Gen. 80, 81 (citing Town of South Hill v. Allen, 177 Va. 154, 165 (1941)); see also 2013 Op. Va. Att'y Gen. 121, 123 (noting that when statutory language is clear and unambiguous, "it is not necessary to look beyond the plain language of the statute to discern its meaning").

11. Andrews v. Shepard, 201 Va. 412, 414 (1959) (observing the "well settled rule" that the word "shall" "should be construed as mandatory unless a different intention is fairly manifest").

12. Crawford v. Commonwealth, 23 Va. App. 661, 666 (1996) ("The principle is well settled that '[w]hen the word "shall" appears in a statute it is generally used in an imperative or mandatory sense."' (alteration in original) (quoting Schmidt v. City of Richmond, 206 Va. 211, 218 (1965)). See also 1976-77 Op. Va. Att'y Gen. 156, 157 ("A statute 'by its use of the word "shall" indicates a mandatory intent."' (quoting 1965-66 Op. Va. Att'y Gen. 175)); 2007 Op. Va. Att'y Gen. 19, 20 ("The use of the word 'shall' in a statute indicates that the General Assembly intends its terms to be mandatory, rather than permissive or directive.").

13. Should a vacancy occur due to death, resignation, or removal of the chair or vice-chair from the school board, however, the board would be able to name a new chair to fill the remainder of the term.

14. Although § 22.1-78 empowers a school board to "adopt bylaws and regulations . . . for its own government, for the management of its official business and for the supervision of schools," such bylaws and regulations must "not [be] inconsistent with state statutes and regulations of the Board of Education," including Code § 22.1-76. See also VA. CODE ANN. § 24.2-230 (2023) (generally affording appointing bodies the power of removing officers the body appoints unless the officer is "appointed to an office for a term established by law and the appointing person or authority is not given the unqualified power of removal").