2006 Code of Virginia § 13.1-866 - Notice of directors\' meetings

13.1-866. Notice of directors' meetings.

A. Unless the articles of incorporation or bylaws provide otherwise, regularmeetings of the board of directors may be held without notice of the date,time, place, or purpose of the meeting.

B. Special meetings of the board of directors shall be held upon such noticeas is prescribed in the articles of incorporation or bylaws, or when notinconsistent with the articles of incorporation or bylaws, by resolution ofthe board of directors. The notice need not describe the purpose of thespecial meeting unless required by the articles of incorporation or bylaws.

C. Notwithstanding any provision of this chapter to the contrary, a notice ofthe date, time, place or purpose of a regular or special meeting of the boardof directors may be given by a form of electronic transmission consented toby the director to whom the notice is given. Any such consent of a directorshall be revocable by the director by written notice to the corporation. Anysuch consent shall be deemed revoked if (i) the corporation is unable todeliver by electronic transmission two consecutive notices given by thecorporation in accordance with such consent and (ii) such inability becomesknown to the secretary or other person responsible for the giving of notice;provided, however, the inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action. Notice given byelectronic transmission shall be deemed given: (a) if by facsimiletelecommunication, when directed to a number at which the director hasconsented to receive notice; (b) if by electronic mail, when directed to anelectronic mail address at which the director has consented to receivenotice; (c) if by a posting on an electronic network together with separatenotice to the director of such specific posting when such notice is directedto an address at which the director has consented to receive notice, upon thelater of such posting or the giving of such separate notice; and (d) if byany other form of electronic transmission, when consented to by the director.An affidavit of the secretary or other agent of the corporation that thenotice has been given by a form of electronic transmission shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.

(1985, c. 522; 2002, c. 285.)