Nonprofit Corporation Director Removal and Vacancy Requirements in Virginia

At a glance

Requirements one by one

Current removal vote and meeting

Under current § 13.1-860(A), members may remove directors with or without cause unless the articles require cause. Only the electing voting group votes on a group-elected director. Where cumulative voting applies, votes sufficient to elect a director block removal. Otherwise, removal needs votes constituting a majority of votes entitled to be cast in the director election, unless the articles require more (§ 13.1-860(B)–(C)).

For a corporation without members or voting members, removal follows the articles or bylaws; if they supply no procedure, the required vote is the vote sufficient to elect the director (§ 13.1-860(D)). Current § 13.1-860(E) requires any director removal at a meeting called for that purpose, with removal stated in the notice. Member meeting notice ordinarily runs 10 to 60 days before the meeting under § 13.1-842(A), subject to its separate rules for specified transactions.

Resignation and vacancy

A director may resign by written notice to the board, its chairman, president, or secretary. Delivery ordinarily makes the resignation effective, but the notice may specify a later time (§ 13.1-859(A)–(B)). Members or the board may fill an ordinary vacancy, including one caused by increasing board size. If fewer than a quorum remain, a majority of the remaining directors may fill it. If members fill a voting-group seat, only that group's members vote (§ 13.1-862(A)–(B)). A future vacancy may be filled early, but the successor starts only when it occurs (§ 13.1-862(C)).

A board-elected replacement for a vacancy serves until the next member meeting where directors are elected, or as the articles provide when there are no voting members (§ 13.1-857(E)). A director may file a statement correcting the Commission's director record after resignation; the corporation may file an amended annual report showing a resignation, removal, or filled vacancy and any successor (§§ 13.1-859(C)–(D), 13.1-860(F), 13.1-862(D)). Those report filings are expressly optional in these sections.

Court and later law

A member or director aggrieved by an election may seek circuit-court review after reasonable notice to the corporation and affected directors. The court may identify those elected, order a new election, or restrain someone from exercising director powers pending decision (§ 13.1-861). A separate judicial misconduct-removal provision, § 13.1-861.1, takes effect January 1, 2027.

On that date, the replacement § 13.1-860(E) refers specifically to member removal at a purpose-called meeting, rather than stating that a director may be removed only at such a meeting. The future § 13.1-860(C) expressly addresses less-than-unanimous member consent where cumulative voting applies. The future § 13.1-862(B) also confines a vacancy filled by remaining directors of a voting group to directors elected by that group. These are future rules, not the procedure in force on this page's verification date.

What trips people up

Current § 13.1-860(E)'s removal-meeting requirement is broader than the general board written-consent route in § 13.1-865. Board consent can be relevant to filling a vacancy, but it does not replace the current removal meeting. The 2027 amendment changes the wording of that meeting rule; check the date before using a consent procedure.

Common questions

Can fewer than a quorum of directors fill a vacancy? Yes. Section 13.1-862(A)(3) allows a majority of the remaining directors to fill it, subject to the articles of incorporation.

Must a removal or resignation be reported immediately to the Commission? Sections 13.1-859, -860, and -862 expressly permit a corrective statement or amended annual report; they use “may” for these filings.

Statutes and sources

The Virginia Nonstock Corporation Act publishes both current and January 1, 2027 replacement text. Current provisions accessed October 2, 2026 include:

• § 13.1-842: “Such notice shall be given no less than 10 nor more than 60 days before the meeting date”.
• § 13.1-855: “Directors shall be elected or appointed in the manner provided in the articles of incorporation.”
• § 13.1-856: “Each class entitled to elect one or more directors is a separate voting group for purposes of the election of directors.”
• § 13.1-857: “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”.
• § 13.1-859: “A resignation is effective when the notice is delivered unless the notice specifies a later effective time.”
• § 13.1-860: “A director may be removed only at a meeting called for the purpose of removing him.”
• § 13.1-861: “Any member or director aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply for relief to the circuit court”.
• § 13.1-862: “they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.”
• § 13.1-865: “action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.”

The future § 13.1-860(E) states, “A director may be removed by the members at a members' meeting if the meeting is called for the purpose of removing the director.” New § 13.1-861.1 allows court removal upon its specified findings. Future § 13.1-862(B) addresses vacancy votes by the remaining directors elected by a voting group. These provisions are labeled effective January 1, 2027 in the official code.