VIRGINIA LAW PORTAL

• Code of Virginia
• Virginia Administrative Code
• Constitution of Virginia
• Charters
• Authorities
• Compacts
• Uncodified Acts
• RIS Users (account required)

SEARCHABLE DATABASES

• Bills & Resolutions
  session legislation
• Bill Summaries
  session summaries
• Reports to the General Assembly
  House and Senate documents
• Legislative Liaisons
  State agency contacts

ACROSS SESSIONS

• Subject Index: Since 1995
• Bills & Resolutions: Since 1994
• Summaries: Since 1994

Developed and maintained by the Division of Legislative Automated Systems.

2016 SESSION

• history | hilite | pdf | print version

16101440D
HOUSE BILL NO. 234 Offered January 13, 2016 Prefiled December 29, 2015 A BILL to amend and reenact §§ 13.1-685 and 13.1-865 of the Code of Virginia, relating to corporations; action without board of directors meeting. ---------- Patron-- Sullivan ---------- Referred to Committee on Commerce and Labor ----------

Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-685 and 13.1-865 of the Code of Virginia are amended and reenacted as follows:

§ 13.1-685. 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 chapter to be taken by the board of directors may be taken without a meeting if each director a sufficient number of directors constituting a quorum signs a consent describing the action to be taken and consenting to the action without a meeting and delivers it the consent to the corporation, unless the articles of incorporation or bylaws provide otherwise. Decisions made without a meeting shall comply with any quorum and voting requirements established in the articles of incorporation or bylaws.

B. Action taken under this section is effective when the last director sufficient to constitute a quorum 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C. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the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. Any person, whether or not then a director, may provide that a consent to action as a director shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a director at such future time and (ii) the person did not revoke the consent prior to such future time. Any such consent may be revoked, in the manner provided in subsection C, prior to its becoming effective.

E. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions, including electronic mail.

F. 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.

§ 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 chapter to be taken by the board of directors may be taken without a meeting if each director a sufficient number of directors constituting a quorum signs a consent describing the action to be taken and consenting to the action without a meeting and delivers it the consent to the corporation, unless the articles of incorporation or bylaws provide otherwise. Decisions made without a meeting shall comply with any quorum and voting requirements established in the articles of incorporation or bylaws.

B. Action taken under this section is effective when the last director sufficient to constitute a quorum 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. Any person, whether or not then a director, may provide that a consent to action as a director shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a director at such future time and (ii) the person did not revoke the consent prior to such future time. Any such consent may be revoked, in the manner provided in subsection C, prior to its becoming effective.

E. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions, including electronic mail.

F. 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.