2013 Code of Virginia
Title 13.1 - CORPORATIONS.
Chapter 10 - Virginia Nonstock Corporation Act
Section 13.1-865 - Action without meeting of board of directors
ยง 13.1-865. Action without meeting of board of directors.
A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Act to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.
C. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
D. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions.
E. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
(1985, c. 522; 2007, c. 925.)
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.
