2006 Code of Virginia § 13.1-868 - Quorum and voting by directors

13.1-868. Quorum and voting by directors.

A. Unless the articles of incorporation or bylaws require a greater or lessernumber for the transaction of all business or any particular business, aquorum of a board of directors consists of:

1. A majority of the fixed number of directors if the corporation has a fixedboard size; or

2. A majority of the number of directors prescribed, or if no number isprescribed, the number in office immediately before the meeting begins, ifthe corporation has a variable-range size board.

B. The articles of incorporation or bylaws may authorize a quorum of a boardof directors to consist of no fewer than one-third of the fixed or prescribednumber of directors determined by subsection A of this section.

C. If a quorum is present when a vote is taken, the affirmative vote of amajority of the directors present is the act of the board of directors unlessthe articles of incorporation or bylaws require the vote of a greater numberof directors.

D. A director who is present at a meeting of the board of directors or acommittee of the board of directors when corporate action is taken is deemedto have assented to the action taken unless: (i) he objects at the beginningof the meeting, or promptly upon his arrival, to holding it or transactingspecified business at the meeting; or (ii) he votes against, or abstainsfrom, the action taken.

E. Whenever this chapter requires the board of directors to take any actionor to recommend or approve any proposed corporate act, such action,recommendation or approval shall not be required if the proposed action orcorporate act is adopted by the unanimous consent of members.

(Code 1950, 13.1-223; 1956, c. 428; 1985, c. 522; 1992, c. 471.)