{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-685.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-685.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-685.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-685.html"}],"law_id":346824,"edition_id":2,"section_id":346824,"structure_id":49791,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","history":"Code 1950, \u00a7 13.1-41.1; 1964, c. 419; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nExcept 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 signs a consent describing the action to be taken and delivers it to the corporation’s secretary.\n\nB\n\nAction taken under this section is effective as the act of the board of directors 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 that if such date precedes the date when the last director signs the consent states the date of execution by each director.\n\nC\n\nA director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation’s secretary before delivery to the corporation’s secretary of unrevoked written consents signed by all the directors.\n\nD\n\nAny 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.\n\nE\n\nFor purposes of this section, a written consent or revocation and the signing thereof may be accomplished by one or more electronic transmissions.\n\nF\n\nA 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.\n\n","order_by":null,"text":{"0":{"id":1293554,"text":"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 signs a consent describing the action to be taken and delivers it to the corporation’s secretary.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1293555,"text":"Action taken under this section is effective as the act of the board of directors 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 that if such date precedes the date when the last director signs the consent states the date of execution by each director.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1293556,"text":"A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation’s secretary before delivery to the corporation’s secretary of unrevoked written consents signed by all the directors.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":1293557,"text":"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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":1293558,"text":"For purposes of this section, a written consent or revocation and the signing thereof may be accomplished by one or more electronic transmissions.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":1293559,"text":"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.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":49791,"edition_id":2,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":11,"parent_id":49780,"metadata":{"child_laws":27,"child_structures":0},"date_created":"2026-08-02 02:15:20","date_modified":"2026-08-02 12:29:11","permalink":{"id":1378171,"object_type":"structure","relational_id":49791,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346811,"structure_id":49791,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-673\/","token":"13.1\/9\/9\/13.1-673","metadata":false},{"id":346812,"structure_id":49791,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":{"court_decisions":""}},{"id":346813,"structure_id":49791,"section_number":"13.1-675","catch_line":"Number and election of directors","url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","metadata":{"court_decisions":{"0":{"name":"In Re Old Grind Co., Inc.","case_number":"19-70170","citation":"99 B.R. 317","date":"1989-05-25","url":"https:\/\/www.courtlistener.com\/opinion\/2012268\/in-re-old-grind-co-inc\/","abstract":" .\u202f.\u202f. 99 B.R. 317 (1989) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, W.D. Virginia"}}}},{"id":346814,"structure_id":49791,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":{"court_decisions":""}},{"id":346815,"structure_id":49791,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":346816,"structure_id":49791,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":346817,"structure_id":49791,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":346818,"structure_id":49791,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":{"court_decisions":""}},{"id":346820,"structure_id":49791,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},{"id":346819,"structure_id":49791,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","url":"\/13.1-681.1\/","token":"13.1\/9\/9\/13.1-681.1","metadata":false},{"id":346821,"structure_id":49791,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","url":"\/13.1-682\/","token":"13.1\/9\/9\/13.1-682","metadata":false},{"id":346822,"structure_id":49791,"section_number":"13.1-683","catch_line":"Compensation of directors","url":"\/13.1-683\/","token":"13.1\/9\/9\/13.1-683","metadata":false},{"id":346823,"structure_id":49791,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","url":"\/13.1-684\/","token":"13.1\/9\/9\/13.1-684","metadata":{"court_decisions":""}},{"id":346824,"structure_id":49791,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","metadata":false},{"id":346825,"structure_id":49791,"section_number":"13.1-686","catch_line":"Notice of board of directors' meetings","url":"\/13.1-686\/","token":"13.1\/9\/9\/13.1-686","metadata":false},{"id":346826,"structure_id":49791,"section_number":"13.1-687","catch_line":"Waiver of notice by director","url":"\/13.1-687\/","token":"13.1\/9\/9\/13.1-687","metadata":false},{"id":346827,"structure_id":49791,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":346828,"structure_id":49791,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":346830,"structure_id":49791,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":{"court_decisions":{"0":{"name":" .\u202f.\u202f. 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Physical Medicine Associates, Ltd.","case_number":"99-1043","citation":"225 F.3d 429","date":"2000-08-23","url":"https:\/\/www.courtlistener.com\/opinion\/2967261\/berman-v-physical-medicine-associates-ltd\/","abstract":" .\u202f.\u202f. Affirmed by published opinion. Judge NIEMEYER wrote the opinion, in which Judge MICHAEL and Judge .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"6":{"name":"Matson v. Alpert (In re LandAmerica Financial Group, Inc.)","case_number":"Bankruptcy No. 08-35994; Adversary No. 11-03168","citation":"470 B.R. 759","date":"2012-03-01","url":"https:\/\/www.courtlistener.com\/opinion\/8522215\/matson-v-alpert-in-re-landamerica-financial-group-inc\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"7":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"857 F. 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The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1964, chapter 419; in 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1378225,"object_type":"law","relational_id":346824,"identifier":"13.1-685","token":"13.1\/9\/9\/13.1-685","url":"\/13.1-685\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","dublin_core":{"Title":"Action without meeting of board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-685","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except to the extent that the articles of incorporation<\/span> 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 signs<\/span> a consent describing the action to be taken and delivers<\/span> it to the corporation<\/span>’s secretary<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Action taken under this section is effective as the act of the board of directors when the last director signs<\/span> 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 that if such date precedes the date when the last director signs<\/span> the consent states<\/span> the date of execution by each director. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A director’s consent may be withdrawn by a revocation<\/span> signed by the director and delivered to the corporation<\/span>’s secretary<\/span> before delivery<\/span> to the corporation<\/span>’s secretary<\/span> of unrevoked written<\/span> consents signed by all the directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Any person<\/span>, 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<\/span> is a director at such future time and (ii) the person<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> For purposes of this section, a written<\/span> consent or revocation<\/span> and the signing thereof may be accomplished by one or more electronic transmissions<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> 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<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION WITHOUT MEETING OF BOARD OF DIRECTORS (\u00a7 13.1-685)\n\nA. Except to the extent that the articles of incorporation or bylaws require\nthat action by the board of directors be taken at a meeting, action required or\npermitted by this chapter to be taken by the board of directors may be taken\nwithout a meeting if each director signs a consent describing the action to be\ntaken and delivers it to the corporation’s secretary.\n\nB. Action taken under this section is effective as the act of the board of\ndirectors when the last director signs the consent unless the consent specifies\na different effective date, in which event the action taken is effective as of\nthe date specified therein, provided that if such date precedes the date when\nthe last director signs the consent states the date of execution by each\ndirector.\n\nC. A director’s consent may be withdrawn by a revocation signed by the\ndirector and delivered to the corporation’s secretary before delivery to\nthe corporation’s secretary of unrevoked written consents signed by all\nthe directors.\n\nD. Any person, whether or not then a director, may provide that a consent to\naction as a director shall be effective at a future time, including the time\nwhen an event occurs, but such future time shall not be more than 60 days after\nsuch provision is made. Any such consent shall be deemed to have been made for\npurposes of this section at the future time so specified for the consent to be\neffective, provided that (i) the person is a director at such future time and\n(ii) the person did not revoke the consent prior to such future time. Any such\nconsent may be revoked, in the manner provided in subsection C, prior to its\nbecoming effective.\n\nE. For purposes of this section, a written consent or revocation and the signing\nthereof may be accomplished by one or more electronic transmissions.\n\nF. A consent signed under this section has the effect of action taken at a\nmeeting of the board of directors and may be described as such in any document.\n\nHISTORY: Code 1950, \u00a7 13.1-41.1; 1964, c. 419; 1975, c. 500; 1985, c. 522;\n2005, c. 765; 2015, c. 611; 2019, c. 734.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}