Corporate Director Removal and Board-Vacancy Requirements in Virginia

At a glance

Requirements one by one

The ordinary removal denominator is all votes entitled, not votes cast

Va. Code § 13.1-680 permits shareholders to remove one or more directors with or without cause unless the articles require cause. When cumulative voting is not authorized, removal needs votes constituting a majority of all votes entitled to be cast in the election by the voting group or groups that elected the director. That is a larger denominator than a majority of votes actually cast. The articles or bylaws may require a greater vote.

Only the voting group that elected a director participates in that director's removal. When the articles authorize cumulative voting, election-sufficient votes cast against removal protect the director at a meeting. For less-than- unanimous consent, election-sufficient voting shares that do not consent have the same protective effect. Virginia's removal section gives no separate classified-board or board-appointed-director exception.

Judicial removal requires both serious conduct and inadequate alternatives

Under § 13.1-681.1, the corporation or a proceeding in its right may ask the circuit court to remove a director and bar reelection for a court-set period. The court must find fraudulent conduct concerning the corporation or shareholders, gross abuse of the director position, or intentional harm to the corporation. It must also consider the course of conduct and inadequacy of other available remedies and find removal in the corporation's best interest.

A shareholder proceeding on the corporation's behalf must follow the referenced Article 8.1 derivative-proceeding requirements, except for the two exclusions named in § 13.1-681.1(B). The removal section does not turn an accusation alone into an automatic vacancy.

A removal meeting must be called and noticed for that purpose

Section 13.1-680(D) makes the removal purpose explicit. The meeting must be called for removing the director, and its notice must identify removal as a purpose. General § 13.1-658(A) notice goes 10 to 60 days before the meeting, while § 13.1-658(C) requires a special-meeting notice to state its purposes.

The chairman, president, board, and actors authorized by the articles or bylaws may call a special meeting under § 13.1-655. In a nonpublic corporation with 35 or fewer shareholders of record, holders of at least 20% of votes on the issue also have the demand route, but the articles may raise or lower that percentage or prohibit shareholder calling.

Unanimous written consent is available under § 13.1-657. Less-than-unanimous consent requires articles authorization and the statute's safeguards, including the meeting-equivalent vote and notice to nonconsenting voting shareholders. The cumulative-voting protection in § 13.1-680(C) expressly applies to that less-than-unanimous route.

A delayed resignation creates a fillable pending vacancy

Va. Code § 13.1-679 requires written resignation notice delivered to the board, its chairman, or the corporate secretary. The general § 13.1-610 delivery rule sets ordinary effectiveness unless the resignation delays effectiveness to a time or future event. A failed-election-vote condition may state that the resignation is irrevocable.

The board may fill the pending vacancy before the resignation becomes effective if it provides that the successor will not take office until then. Va. Code § 13.1-682 extends the same early-filling rule to a vacancy that will occur at a specific later date for another reason.

Articles can change the filler, but class seats remain with their group by default

Unless the articles provide otherwise, shareholders or the board may fill a vacancy. If the remaining directors are below quorum, a majority of them may fill it. For a seat elected by a voting group, only that group's shareholders may fill it through shareholder action, and only remaining directors elected by that group may use the remaining-director route.

A director elected by the board to fill a vacancy serves under Va. Code § 13.1-677(D)-(E) until the next shareholder meeting at which directors are elected. Unless the articles provide otherwise, the director then holds over until a successor is elected and qualifies or board size decreases.

What trips people up

Removal and election do not use the same default threshold. Ordinary director election is a votes-cast question under the election statute; ordinary removal without cumulative voting requires a majority of votes entitled to be cast in the election. A valid election tally cannot simply be reused as the removal denominator.

The articles affect different steps differently. They may require cause, the articles or bylaws may require a greater removal vote, and the articles may change who fills a vacancy. Review each lever separately rather than treating a single director clause as the complete procedure.

Common questions

Can the board remove a director under the ordinary Virginia rule?

Section 13.1-680 gives the ordinary removal power to shareholders, while § 13.1-681.1 supplies judicial removal. The surveyed provisions do not give the board a parallel ordinary director-removal vote.

Can a vacancy be filled while the board is below quorum?

Yes. Unless the articles provide otherwise, a majority of the remaining directors may fill a vacancy even when those directors are fewer than a quorum.

Who fills a class- or series-elected seat?

By default, only the electing voting group's shareholders may fill it through a shareholder vote, or the remaining directors elected by that group may fill it through board-side action.

Statutes and sources

• Va. Code §§ 13.1-673 and 13.1-677 through -682 — board scope, term and holdover, resignation, shareholder and judicial removal, vacancy actors, class seats, prospective vacancies, and replacement timing. Official Article 9 text, accessed August 25, 2026.
• Va. Code §§ 13.1-655, 13.1-657, and 13.1-658 — special-meeting callers, shareholder demands, consent, and meeting notice. Official Article 8 text, accessed August 25, 2026.
• Va. Code § 13.1-610(A)(9) — effectiveness of notices and communications. Official section text, accessed August 25, 2026.