The Virginia Director's Proxy refers to a legal document that allows a qualified individual to act as a proxy for the director(s) of a Virginia corporation during official meetings and decision-making processes. This proxy grants the individual the authority to represent and vote on behalf of the director(s) in their absence or inability to attend such meetings. In Virginia, there are two main types of Director's Proxy frequently utilized: 1. General Director's Proxy: This type of proxy gives the proxy holder broad authority to represent the director(s) on all matters discussed during meetings. It allows the proxy holder to vote on resolutions, elect or remove officers, approve financial decisions, and make other important decisions on behalf of the director(s). 2. Limited Director's Proxy: Unlike a general proxy, this type of proxy limits the authority and scope of the proxy holder. It restricts them to representing the director(s) only on specific matters or during a particular meeting. The proxy holder cannot exceed the boundaries set within the limited proxy and cannot make decisions or vote on unrelated matters. The Virginia Director's Proxy plays a crucial role in ensuring the continuity of corporate decision-making even when directors cannot be physically present at meetings. It allows for efficient and smooth functioning of business operations by granting designated individuals the power to act on behalf of directors and make informed decisions that align with the corporation's interests. In summary, the Virginia Director's Proxy is a legally binding document that authorizes a proxy holder to represent and vote on behalf of the director(s) of a Virginia corporation. The two main types of proxies used in Virginia are the General Director's Proxy, granting broad authority, and the Limited Director's Proxy, limiting the authority to specific matters or meetings.