2006 Code of Virginia § 13.1-869 - Committees

13.1-869. Committees.

A. Unless the articles of incorporation or the bylaws provide otherwise, aboard of directors may create one or more committees and appoint members ofthe board of directors to serve on them. Each committee may have two or moremembers who serve at the pleasure of the board of directors.

B. The creation of a committee and appointment of directors to it shall beapproved by the greater of (i) a majority of all the directors in office whenthe action is taken, or (ii) the number of directors required by the articlesof incorporation or bylaws to take action under 13.1-868.

C. Sections 13.1-864 through 13.1-868, which govern meetings, action withoutmeetings, notice and waiver of notice, and quorum and voting requirements ofthe board of directors, apply to committees and their members as well.

D. To the extent specified by the board of directors or in the articles ofincorporation or bylaws, each committee may exercise the authority of theboard of directors under 13.1-853, except that a committee may not:

1. Approve or recommend to members action that this Act requires to beapproved by members, provided that the executive committee of the board ofdirectors may exercise the authority of the board of directors to approve anyamendment of the articles of incorporation if so authorized by the articlesof incorporation;

2. Fill vacancies on the board or on any of its committees;

3. Amend articles of incorporation pursuant to 13.1-885;

4. Adopt, amend, or repeal the bylaws;

5. Approve a plan of merger not requiring member approval.

E. The creation of, delegation of authority to, or action by a committee doesnot alone constitute compliance by a director with the standards of conductdescribed in 13.1-870.

(Code 1950, 13.1-224; 1956, c. 428; 1975, c. 500; 1977, c. 435; 1985, c.522.)