2006 Code of Virginia § 13.1-865 - Action without meeting of board of directors

13.1-865. Action without meeting of board of directors.

A. Unless the articles of incorporation or bylaws provide otherwise, actionrequired or permitted by this Act to be taken at a board of directors'meeting may be taken without a meeting if the action is taken by all membersof the board. The action shall be evidenced by one or more written consentsstating the action taken, signed by each director either before or after theaction taken, and included in the minutes or filed with the corporate recordsreflecting the action taken.

B. Action taken under this section becomes effective when the last directorsigns the consent, unless the consent specifies a different effective date,in which event the action taken is effective as of the date specified thereinprovided the consent states the date of execution by each director.

C. A consent signed under this section has the effect of a meeting vote andmay be described as such in any document.

(1985, c. 522.)