Nonprofit Corporation Director Election and Term Rules in Virginia

At a glance

Requirements one by one

Initial and regular directors

Virginia generally requires a board of directors, subject to an authorized governance agreement (§ 13.1-853(A)). The articles may name the initial directors (§ 13.1-819(B)(1)). If they do not, the incorporators elect the board at an organizational meeting (§ 13.1-822(A)(2)).

Under current § 13.1-855(D), directors are elected or appointed as the articles provide. If the corporation has members with voting privileges, directors are elected at the first and later annual members' meetings unless their terms are staggered. The articles can authorize classes of members and give one or more classes the right to elect specified seats; each such class votes as a separate group (§ 13.1-856).

Terms, staggering, and holdover

Current § 13.1-857(A) sets a one-year default when the articles do not fix a term. Other elected director terms ordinarily expire at the next annual member meeting unless staggered; where there are no members or none with voting rights, the articles govern that expiration (§ 13.1-857(B)–(C)). Section 13.1-858 lets the articles stagger director groups with unequal terms. If the articles permit cumulative voting, at least three directors must be elected at each annual meeting.

A board-elected director filling a vacancy serves until the next member meeting at which directors are elected, or as the articles provide where no members can vote (§ 13.1-857(E)). Except for ex officio directors, a director whose term expires continues until the successor is elected and qualifies or the board size is reduced (§ 13.1-857(F)).

Scheduled 2027 change

The official code separately marks revised §§ 13.1-855–858 effective January 1, 2027 under 2026 Acts chapters 393 and 394. Those versions allow articles or bylaws to supply selection and term rules, authorize class election and staggered terms through bylaws, address ex officio service, and remove the current § 13.1-858 cumulative-voting sentence. These future provisions do not govern before that date.

What trips people up

Current § 13.1-856 assigns class election rights through the articles, while its 2027 version will also permit bylaws to do so. Similarly, current § 13.1-858 locates staggering in the articles; the scheduled version adds bylaws as an option.

Common questions

May the incorporators choose the first board? Yes, when the articles do not name initial directors; § 13.1-822(A)(2) calls for an incorporator organizational meeting.

Does an expired term automatically leave an empty seat? Usually no. Section 13.1-857(F) keeps most directors in office until a successor is elected and qualifies or the number of directors falls; ex officio directors are excepted.

Statutes and sources

• Va. Code § 13.1-819 (accessed 2026-10-03): “A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of § 13.1-829 . 2. If the corporation is to have no members, a statement to that effect. 3. If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote. 4. If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any. 5. The address of the corporation's initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth. B. The articles of incorporation may set forth: 1. The names and addresses of the individuals who are to serve as the initial directors; 2. Provisions not inconsistent with law: a. Stating the purpose or purposes for which the corporation is organized; b. Regarding the management of the business and regulation of the affairs of the corporation; c. Defining, limiting and regulating the powers of the corporation, its directors, and its members; and d. Any provision that under this Act is required or permitted to be set forth in the bylaws. C. The articles of incorporation need not set forth any of the corporate powers enumerated in this Act. D. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-804 . E. Except as provided in subsection A of § 13.1-855 , whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. Code 1950, § 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982, c. 182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162 ; 2001, cc. 517 , 541 ; 2007, c. 925 .”
• Va. Code § 13.1-822 (accessed 2026-10-03): “A. After incorporation: 1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing officers, and carrying on any other business brought before the meeting or 2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: a. To elect a board of directors and complete the organization of the corporation; or b. To elect directors who shall complete the organization of the corporation. B. Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. C. An organizational meeting may be held in or out of the Commonwealth. Code 1950, § 13.1-234; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925 .”
• Va. Code § 13.1-853 (accessed 2026-10-03): “A. Except as provided in an agreement authorized by § 13.1-852.1 , each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by § 13.1-852.1 . Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925 .”
• Va. Code § 13.1-855 (accessed 2026-10-03): “A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, 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. B. The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors. C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa. D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858 . E. No individual shall be named or elected as a director without his prior consent. Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925 ; 2010, c. 171 .”
• Va. Code § 13.1-856 (accessed 2026-10-03): “If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class entitled to elect one or more directors is a separate voting group for purposes of the election of directors. 1985, c. 522.”
• Va. Code § 13.1-857 (accessed 2026-10-03): “A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year. B. The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected, or if there are no members or the corporation's members do not have voting rights, at the end of such other period as may be specified in the articles of incorporation. C. The terms of all other directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation. D. A decrease in the number of directors does not shorten an incumbent director's term. E. The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation. F. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any. Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303 ; 2007, c. 925 .”
• Va. Code § 13.1-858 (accessed 2026-10-03): “A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms of office of the several groups need not be uniform. B. If the articles of incorporation permit cumulative voting, any provision establishing staggered terms of directors shall provide that at least three directors shall be elected at each annual members' meeting. Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 140; 1989, c. 419; 2007, c. 925 .”
• Va. Code § 13.1-855 (effective Jan. 1, 2027) (accessed 2026-10-03): “A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment of, or in the manner provided in, the articles of incorporation or bylaws. B. If members have a right to vote, the members may adopt a provision in the articles of incorporation or bylaws fixing the number of directors and may direct that such provision not be amended by the board of directors. C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. D. Directors shall be elected or appointed in the manner provided in the articles of incorporation or bylaws. If the corporation has members with voting rights, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by § 13.1-841 or their terms are staggered under § 13.1-858 . E. No individual shall be appointed or elected as a director without his prior consent. Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925 ; 2010, c. 171 ; 2026, cc. 393 , 394 .”
• Va. Code § 13.1-856 (effective Jan. 1, 2027) (accessed 2026-10-03): “If the articles of incorporation or bylaws authorize dividing the members into classes, the articles of incorporation or bylaws may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors. 1985, c. 522; 2026, cc. 393 , 394 .”
• Va. Code § 13.1-857 (effective Jan. 1, 2027) (accessed 2026-10-03): “A. Except for ex officio directors, the terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected unless their terms are staggered under § 13.1-858 , in which case the term shall expire as provided for in the articles of incorporation or bylaws. B. The terms of all other elected directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation or bylaws. In the absence of a provision in the articles of incorporation or bylaws fixing a term of office, the term of office for a director shall be one year. 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 members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation. E. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any. F. The articles of incorporation or bylaws may provide for ex officio directors who shall serve in such capacity, with such rights, subject to such limitations and for such term as is set forth in the articles of incorporation or bylaws. Unless the articles of incorporation or bylaws provide otherwise, an ex officio director shall be a voting director. Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303 ; 2007, c. 925 ; 2026, cc. 393 , 394 .”
• Va. Code § 13.1-858 (effective Jan. 1, 2027) (accessed 2026-10-03): “The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms of office of the several groups need not be uniform. Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 140; 1989, c. 419; 2007, c. 925 ; 2026, cc. 393 , 394 .”