2006 Code of Virginia § 13.1-685 - Action without meeting of board of directors
13.1-685. Action without meeting of board of directors.
A. Except to the extent that the articles of incorporation or bylaws requirethat action by the board of directors be taken at a meeting, action requiredor permitted by this chapter to be taken by the board of directors may betaken without a meeting if each director signs a consent describing theaction to be taken and delivers it to the corporation.
B. Action taken under this section is effective when the last director signsthe consent unless the consent specifies a different effective date, in whichevent the action taken is effective as of the date specified therein providedthe consent states the date of execution by each director.
C. A director's consent may be withdrawn by a revocation signed by thedirector and delivered to the corporation prior to delivery to thecorporation of unrevoked written consents signed by all the directors.
D. For purposes of this section, a written consent and the signing thereofmay be accomplished by one or more electronic transmissions.
E. A consent signed under this section has the effect of action taken at ameeting of the board of directors and may be described as such in anydocument.
(Code 1950, 13.1-41.1; 1964, c. 419; 1975, c. 500; 1985, c. 522; 2005, c.765.)
Disclaimer: These codes may not be the most recent version. Virginia may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.