13.1-865 - Action without meeting of board of directors. - Virginia Statutes

§ 13.1-865. Action without meeting of board of directors.

A. Except to the extent that the articles of incorporation or bylaws requirethat action by the board of directors be taken at a meeting, action requiredor permitted by this Act to be taken by the board of directors may be takenwithout a meeting if each director signs a consent describing the action tobe taken and delivers it to the corporation.

B. Action taken under this section is effective when the last director signsthe consent, unless the consent specifies a different effective date, inwhich event the action taken is effective as of the date specified thereinprovided the consent states the date of execution by each director.

C. A director's consent may be withdrawn by a revocation signed by thedirector and delivered to the corporation prior to delivery to thecorporation of unrevoked written consents signed by all the directors.

D. For purposes of this section, a written consent and the signing thereofmay be accomplished by one or more electronic transmissions.

E. A consent signed under this section has the effect of action taken at ameeting of the board of directors and may be described as such in anydocument.

(1985, c. 522; 2007, c. 925.)