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2010 SESSION
Be it enacted by the General Assembly of Virginia:
1. That § 13.1-553 of the Code of Virginia is amended and reenacted as follows:
§ 13.1-553. Board of directors.
A. Except as provided in an agreement adopted pursuant
to § 13.1-671.1 or 13.1-852.1 that is not in conflict with § 13.1-544, a
professional corporation organized pursuant to the provisions of this chapter
shall be governed by a board of directors, which shall have the full management
of the business and affairs of the corporation and continuing exclusive
authority to make management decisions on its behalf, including the power and
authority to delegate to its agents, officers, and employees, and to delegate
by a management agreement or another agreement with, or otherwise to, other
persons managerial duties and tasks related to the corporation's operations,
and no shareholder or member shall have the power to bind the
corporation within the scope of its business or profession merely by virtue of
his being a shareholder or member. To the extent the board of directors
is eliminated or its make-up or manner of selection is modified by an agreement
adopted pursuant to § 13.1-671.1 or 13.1-852.1, only individuals or
entities licensed or otherwise legally authorized to render the same
professional services within the Commonwealth as the services provided by the
professional corporation or its shareholders or members shall supervise
and direct the provision of professional services of that professional
corporation or its shareholders or members within the Commonwealth;
however, in the case of a corporation rendering the services of architects,
professional engineers, land surveyors, or landscape architects, or
certified interior designers, or any combination thereof, such supervision
and direction may be provided by individuals who are employees of the
corporation and are not duly licensed to render such professional services so
long as at least two-thirds of the individuals providing such supervision and
direction are employees of the corporation and duly licensed to render such
professional services.
B. The articles of incorporation may prescribe the
manner in which the board of directors shall be chosen and the number thereof,
subject to the following provisions: a corporation rendering the services of
architects, professional engineers, land surveyors, and landscape architects,
or any combination thereof, may elect to its board of directors not more than
one-third of its members who are employees of the corporation and are not
authorized to render the services of an architect, a professional engineer,
land surveyor, or landscape architect. Provided that no person No
individual not duly licensed or otherwise duly authorized to render the
professional services of the corporation shall be a member of the board of
directors, except as provided for corporations that the board of
directors of a corporation rendering the services of architects,
professional engineers, land surveyors, or landscape architects, or
certified interior designers, or any combination thereof, may have as members
employees of the corporation who are not authorized to render the professional
services of the corporation, provided that such employee-directors do not
constitute more than one-third of all of the members of the board of directors.
C. The board of directors, including the first board of
directors, shall consist of one or more members individuals. The
number of directors shall be fixed by the bylaws except as to the number of the
first board of directors, which shall be fixed by the articles of
incorporation. The number of directors may be increased or decreased from time
to time by amendment of 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. In the absence of a bylaw fixing
the number of directors, the number shall be the same as that stated in the
articles of incorporation.