{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-865.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-865.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-865.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-865.html"}],"law_id":347054,"edition_id":2,"section_id":347054,"structure_id":49817,"section_number":"13.1-865","catch_line":"Action without meeting of board of directors","history":"1985, c. 522; 2007, c. 925; 2015, c. 611; 2016, c. 382.","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. However, if expressly authorized in the articles of incorporation, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation or bylaws, if the requisite number of directors sign a consent describing the action to be taken and deliver it to the corporation, except such action shall not be permitted to be taken without a meeting if any director objects to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation no later than ten business days after notice of the proposed action is given. The corporation shall promptly notify each director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members.\n\nB\n\nAction taken under this section is effective when the last director, or the last director sufficient to satisfy the requirements of subsection A if action by fewer than all of the directors is authorized, 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.\n\nC\n\nA 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 the requisite number of 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 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":1294992,"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. However, if expressly authorized in the articles of incorporation, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation or bylaws, if the requisite number of directors sign a consent describing the action to be taken and deliver it to the corporation, except such action shall not be permitted to be taken without a meeting if any director objects to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation no later than ten business days after notice of the proposed action is given. The corporation shall promptly notify each director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1294993,"text":"Action taken under this section is effective when the last director, or the last director sufficient to satisfy the requirements of subsection A if action by fewer than all of the directors is authorized, 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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1294994,"text":"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 the requisite number of directors.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":1294995,"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":1294996,"text":"For purposes of this section, a written consent 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":1294997,"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":49817,"edition_id":2,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":9,"parent_id":49808,"metadata":{"child_laws":25,"child_structures":0},"date_created":"2026-08-02 02:15:57","date_modified":"2026-08-02 12:29:16","permalink":{"id":1375135,"object_type":"structure","relational_id":49817,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49808,"edition_id":2,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":13,"parent_id":49726,"metadata":{"child_laws":183,"child_structures":21},"date_created":"2026-08-02 02:15:48","date_modified":"2026-08-02 12:29:14","permalink":{"id":1374503,"object_type":"structure","relational_id":49808,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":347042,"structure_id":49817,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":347043,"structure_id":49817,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":347044,"structure_id":49817,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":347045,"structure_id":49817,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},{"id":347046,"structure_id":49817,"section_number":"13.1-857","catch_line":"Terms of directors generally","url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","metadata":false},{"id":347047,"structure_id":49817,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},{"id":347048,"structure_id":49817,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},{"id":347049,"structure_id":49817,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},{"id":347050,"structure_id":49817,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},{"id":347051,"structure_id":49817,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","url":"\/13.1-862\/","token":"13.1\/10\/8\/13.1-862","metadata":false},{"id":347052,"structure_id":49817,"section_number":"13.1-863","catch_line":"Compensation of directors","url":"\/13.1-863\/","token":"13.1\/10\/8\/13.1-863","metadata":false},{"id":347053,"structure_id":49817,"section_number":"13.1-864","catch_line":"Meetings of the board of 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directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},{"id":347058,"structure_id":49817,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},{"id":347061,"structure_id":49817,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","metadata":false},{"id":347059,"structure_id":49817,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":347060,"structure_id":49817,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":347063,"structure_id":49817,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":347062,"structure_id":49817,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":347064,"structure_id":49817,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":347065,"structure_id":49817,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":347066,"structure_id":49817,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":347053,"structure_id":49817,"section_number":"13.1-864","catch_line":"Meetings of the board of 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This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 3 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 2007, chapter 925<\/a>; in 2015, chapter 611<\/a>; in 2016, chapter 382<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375185,"object_type":"law","relational_id":347054,"identifier":"13.1-865","token":"13.1\/10\/8\/13.1-865","url":"\/13.1-865\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-865\/","token":"13.1\/10\/8\/13.1-865","dublin_core":{"Title":"Action without meeting of board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-865","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<\/span> be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors<\/span> may be taken without a meeting if each director<\/span> signs<\/span> a consent describing the action to be taken and delivers<\/span> it to the corporation<\/span>. However, if expressly authorized in the articles of incorporation<\/span>, action required or permitted by this chapter to be taken by the board of directors<\/span> may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation<\/span> or bylaws, if the requisite number of directors sign<\/span> a consent describing the action to be taken and deliver<\/span> it to the corporation<\/span>, except such action shall not be permitted to be taken without a meeting if any director<\/span> objects<\/span> to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation<\/span> no later than ten business days after notice of the proposed action is given. The corporation<\/span> shall promptly notify each director<\/span> of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation<\/span> or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation<\/span> shall give written<\/span> notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation<\/span> or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Action taken under this section is effective when the last director<\/span>, or the last director<\/span> sufficient to satisfy the requirements of subsection A if action by fewer than all of the directors is authorized, 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 the consent states<\/span> the date of execution by each director<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

D.<\/span> Any person<\/span>, whether or not then a director<\/span>, may provide that a consent to action as a director<\/span> 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<\/span> 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 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<\/span> 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 13.1-865)\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. However, if expressly authorized in\nthe articles of incorporation, action required or permitted by this chapter to\nbe taken by the board of directors may be taken without a meeting by fewer than\nall of the directors, but not less than the greater of (i) a majority of the\ndirectors in office or (ii) a quorum of the directors as required by the\narticles of incorporation or bylaws, if the requisite number of directors sign a\nconsent describing the action to be taken and deliver it to the corporation,\nexcept such action shall not be permitted to be taken without a meeting if any\ndirector objects to the taking of such proposed action. To be effective, such\nobjection shall have been delivered to the corporation no later than ten\nbusiness days after notice of the proposed action is given. The corporation\nshall promptly notify each director of any such objection. Any actions taken\nwithout a meeting shall comply with any voting requirements established in the\narticles of incorporation or bylaws. If corporate action is to be taken under\nthis subsection by fewer than all of the directors, the corporation shall give\nwritten notice of the proposed corporate action, not less than 10 business days\nbefore the action is taken, or such longer period as may be required by the\narticles of incorporation or bylaws, to all directors. The notice shall contain\nor be accompanied by a description of the action to be taken. Notwithstanding\nany provision of this subsection, corporate action may not be taken by fewer\nthan all of the directors without a meeting if the action also requires adoption\nby or approval of the members.\n\nB. Action taken under this section is effective when the last director, or the\nlast director sufficient to satisfy the requirements of subsection A if action\nby fewer than all of the directors is authorized, signs the consent, unless the\nconsent specifies a different effective date, in which event the action taken is\neffective as of the date specified therein provided the consent states the date\nof execution by each director.\n\nC. A director’s consent may be withdrawn by a revocation signed by the\ndirector and delivered to the corporation prior to delivery to the corporation\nof unrevoked written consents signed by the requisite number of 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 and the signing thereof may\nbe 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: 1985, c. 522; 2007, c. 925; 2015, c. 611; 2016, c. 382.","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"}}