SEARCH SITE
VIRGINIA LAW PORTAL
- Code of Virginia
- Virginia Administrative Code
- Constitution of Virginia
- Charters
- Authorities
- Compacts
- Uncodified Acts
- RIS Users (account required)
SEARCHABLE DATABASES
- Bills & Resolutions
session legislation - Bill Summaries
session summaries - Reports to the General Assembly
House and Senate documents - Legislative Liaisons
State agency contacts
ACROSS SESSIONS
- Subject Index: Since 1995
- Bills & Resolutions: Since 1994
- Summaries: Since 1994
Developed and maintained by the Division of Legislative Automated Systems.
1995 SESSION
LD6922288Be 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 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, and no shareholder shall have the
power to bind the corporation within the scope of its business or profession
merely by virtue of his being a shareholder. 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 certified 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 certified landscape
architect. Provided that no person 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
rendering the services of architects, professional engineers, land surveyors
or certified landscape architects. The board of directors, including the
first board of directors, shall consist of one or more members. 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.