Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
This section has more than one version with varying effective dates. Scroll down to see all versions.
§ 13.1-827. (Effective until January 1, 2027) Emergency powers.
A. In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may:
1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
B. During an emergency defined in subsection D, unless emergency bylaws provide otherwise:
1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
2. One or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
C. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
1. Binds the corporation; and
2. May not be used to impose liability on a director, officer, employee, or agent of the corporation.
D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.
1985, c. 522; 2007, c. 925.
§ 13.1-827. (Effective January 1, 2027) Emergency powers.
A. In anticipation of or during an emergency as described in subsection D of § 13.1-824, the board of directors of a corporation may:
1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
B. During such an emergency, unless emergency bylaws provide otherwise:
1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by electronic transmission, press release, publication, or radio; and
2. One or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
C. During such an emergency, the board of directors, or if a quorum cannot be readily convened for a meeting, a majority of the directors present may take any action it determines to be practical and necessary to address circumstances of the emergency with respect to a meeting of members notwithstanding anything to the contrary in this chapter, the articles of incorporation, or bylaws, including to postpone any such meeting to a later time or date, with the record date for determining the members entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 13.1-844, unless the board of directors fixes a new record date. No person shall be liable and no meeting of members shall be postponed or voided for the failure to make a list of members available pursuant to § 13.1-845 if it was not practicable to allow inspection during such an emergency.
Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
1. Binds the corporation; and
2. May not be used to impose liability on a director, officer, employee, or agent of the corporation.
D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.
